UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 4, 2008
Fiserv, Inc.
(Exact Name of Registrant as Specified in 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
(Registrants telephone number, including area code)
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)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On February 4, 2008, Fiserv, Inc. (the Company) completed the sale (the Transaction) of Fiserv Trust Company and the accounts of the Companys institutional retirement plan and advisor services operations, the majority of the Fiserv Investment Support Services (Fiserv ISS) business, to TD AMERITRADE Online Holdings Corp. (TD Ameritrade) pursuant to the terms of a Stock Purchase Agreement, dated as of May 24, 2007, between the Company and TD Ameritrade (the Agreement). The Company received $225 million in cash at closing, plus the amount of acquired regulatory capital, and is entitled to receive contingent cash consideration of up to $100 million based on the achievement of revenue targets over the twelve months subsequent to closing. The Company expects to complete the sale of the remainder of the Fiserv ISS business to Robert Beriault Holdings, Inc. by the end of the second quarter of 2008.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference. There are representations and warranties contained in the Agreement which were made by the parties to each other as of specific dates. The assertions embodied in these representations and warranties were made solely for purposes of the Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. Therefore, you should not rely on the representations and warranties contained in the Agreement as statements of factual information.
| Item 2.02 | Results of Operations and Financial Condition. |
On February 6, 2008, the Company issued a press release announcing its financial results for the quarter and year ended December 31, 2007. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing the completion of the Transaction is furnished herewith as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
Pro forma financial information
Pro forma financial information reflecting the sale of Fiserv ISS is not required because the results of operations from, and assets and liabilities related to, Fiserv ISS were reported as discontinued operations in the financial statements contained in the Companys Form 8-K, dated November 13, 2007, and the Companys quarterly reports on Form 10-Q for the quarters ended June 30, 2007 and September 30, 2007.
Exhibits
The following exhibits are being filed or furnished herewith:
| Exhibit Number |
Description | |
| 2.1 | Stock Purchase Agreement, dated as of May 24, 2007, between Fiserv, Inc. and TD Ameritrade Online Holdings Corp. (1) | |
| 99.1 | Press Release, dated February 6, 2008 (furnished pursuant to Item 2.02) | |
| 99.2 | Press Release, dated February 4, 2008 (furnished pursuant to Item 7.01) | |
| (1) | Previously filed as exhibit 2.1 to the Companys Quarterly Report on Form 10-Q, filed on August 3, 2007, and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FISERV, INC. | ||||
| Date: February 6, 2008 | By: | /s/ Thomas J. Hirsch | ||
| Thomas J. Hirsch | ||||
| Executive Vice President, | ||||
| Chief Financial Officer, | ||||
| Treasurer and Assistant Secretary | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 2.1 | Stock Purchase Agreement, dated as of May 24, 2007, between Fiserv, Inc. and TD Ameritrade Online Holdings Corp. (1) | |
| 99.1 | Press Release, dated February 6, 2008 (furnished pursuant to Item 2.02) | |
| 99.2 | Press Release, dated February 4, 2008 (furnished pursuant to Item 7.01) | |
| (1) | Previously filed as exhibit 2.1 to the Companys Quarterly Report on Form 10-Q, filed on August 3, 2007, and incorporated herein by reference. |
Exhibit 99.1
For more information contact:
Investor Relations:
David Banks
Vice President Investor Relations
262-879-5055
david.banks@fiserv.com
Media Relations:
Lori Stafford
Assistant Vice President Corp. Comm.
262-879-5130
lori.stafford@fiserv.com
For immediate release:
February 6, 2008
Fiserv Reports Fourth Quarter and Year-End 2007 Results
Financial Segment and CheckFree Results Drive Strong Margins and Cash Flow Improvements;
Transformational Changes Highlight 2007 Accomplishments;
Company Provides 2008 Adjusted EPS Guidance of $3.33 to $3.47 per Share
Brookfield, Wis., Feb. 6, 2008Fiserv, Inc. (NASDAQ: FISV), a leading provider of information management systems and services solutions, today reported financial results for the fourth quarter and full year. The 2007 financial results reflect the dispositions of certain businesses, including Fiserv Health, which was reported as discontinued operations in the fourth quarter of 2007 and for all prior periods presented.
Total revenues increased 19 percent to $1.11 billion for the fourth quarter compared with $930.1 million in 2006. For the full year, revenues were $3.92 billion, up 10 percent compared with $3.57 billion in 2006. Adjusted internal revenue growth in the companys financial segment was 4 percent in the fourth quarter and 5 percent for the full year 2007.
GAAP earnings per share for the fourth quarter of 2007 were $0.58 per share, including $0.54 from continuing operations, compared with $0.52 in 2006. GAAP earnings per share for 2007 were $2.60 per share, including $2.42 from continuing operations, compared with $2.19 in 2006.
Adjusted earnings per share from continuing operations were $0.69 for the fourth quarter of 2007, compared with $0.58 for the fourth quarter of 2006, an increase of 19 percent. Adjusted earnings per share from continuing operations for 2007 were $2.66, compared with $2.31 for 2006, an increase of 15 percent.
Overall adjusted operating margin increased 110 basis points to 25.8 percent for the fourth quarter, and was 26.1 percent for the full year, an increase of 100 basis points compared with the prior year. Financial segment adjusted operating margin increased 200 basis points to 27.0 percent for the quarter, and for the full year was up 270 basis points to 27.1 percent compared to the prior year periods.
Our fourth quarter financial results validate the strength of our recurring-revenue business model and cap a very strong year, said Jeffery Yabuki, President and Chief Executive Officer of Fiserv. We delivered on our financial goals while significantly re-shaping the company to enhance our financial profile.
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ACQUISITION AND DIVESTITURE ACTIVITY
Fiserv recently completed a number of transformative transactions:
| | On Dec. 3, 2007, the company completed its acquisition of CheckFree Corporation (CheckFree) for approximately $4.4 billion in cash, significantly enhancing its presence in the fast-growing markets of on-line bill payment, Internet banking, operational risk management and investment services. |
| | On Jan. 10, 2008, Fiserv completed the disposition of a majority of its health businesses to UnitedHealthcare. The company estimates net proceeds from this transaction of approximately $460 million after income taxes, final net working capital adjustments and transaction costs. |
| | On Feb. 4, 2008, Fiserv completed the sale of the majority of the Fiserv Investment Support Services (Fiserv ISS) business to TD Ameritrade, the first of two transactions related to the sale of these assets. The company estimates net proceeds from the TD Ameritrade transaction including excess capital and excluding any contingent earn-out payment of approximately $200 million. The second part of the sale to Robert Beriault Holdings, Inc. is expected to close by the end of the second quarter of 2008. |
| | On Dec. 31, 2007, Fiserv completed the disposition of CredStar, a mortgage credit reporting unit, and, on Jan. 24, 2008, the company divested Del Mar Database, a provider of loan broker management products. |
We made great progress over the last year, focusing the company in areas that have attractive growth characteristics and will translate to more value for our clients, said Yabuki. We will continue to refine our mix of businesses to strengthen our leadership position in serving the financial services industry.
OTHER BUSINESS AND OPERATING HIGHLIGHTS
| | Full-year free cash flow from continuing operations was up 15 percent to $438 million compared with 2006; |
| | Overall adjusted operating margin in the fourth quarter of 2007 was 25.8 percent, up 110 basis points year over year. For the full year 2007, adjusted operating margin was 26.1 percent, up 100 basis points compared with 2006. Adjusted operating margin in the financial segment was 27.0 percent in the fourth quarter of 2007 and 27.1 percent for the full year 2007, up 200 and 270 basis points versus the prior year, respectively; |
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| | Fiserv EFT completed 46 new sales in the quarter with 90 percent made within the Fiserv core processing client base; |
| | In the quarter, the company added 90 clients for its branch capture product and 142 clients for its merchant capture product; |
| | In the quarter, the company signed 97 new clients for its electronic bill payment services and now has nearly 3,300 electronic bill pay clients; |
| | CheckFrees Electronic Biller Services added significant content by implementing e-Bills for American Expresss 20 million U.S. consumer cardholders, and for more than 17 million U.S. policyholders of Allstate Insurance; |
| | American Chartered Bank, a $2.6 billion financial institution based in Schaumburg, Ill., signed a three-year renewal agreement with Fiserv ITI Outsourcing. The bank also selected Fiserv EFT to handle processing of its debit card and ATM processing business, a competitive takeaway for Fiserv; |
| | Personix, a Fiserv business unit, was selected by Misys Healthcare Systems to provide print and electronic fulfillment for clients billing statements and explanations of benefits. Headquartered in Raleigh, N.C., Misys Healthcare serves more than 100,000 health care professionals delivering software and services to physicians, caregivers, and the healthcare community; |
| | In 2007, Fiserv added a total of 52 new de novo bank clients to its roster, an increase of 44 percent over the signings in 2006. |
OUTLOOK FOR 2008
Fiserv expects full-year 2008 adjusted earnings from continuing operations to be within a range of $3.33 to $3.47 per share, which represents growth of 25 to 30 percent compared with adjusted earnings per share from continuing operations of $2.66 in 2007. Fiserv expects full-year 2008 overall company adjusted internal revenue growth of 5 to 7 percent, with the financial segment at the upper end of the range and the insurance segment at the lower end of the range.
We expect to achieve strong results in 2008 even in the face of market variability, said Yabuki. And given the nature of our business model, we believe we are positioned to achieve similarly strong results in 2009.
EARNINGS CONFERENCE CALL
The company will discuss its fourth quarter and full-year 2007 results on a conference call and web cast at 4 p.m. CST on Feb. 6. To register for the event and to access supporting materials, go to
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www.fiserv.com and click on the link for the event in the Upcoming Events section of the home page. From there, click Access Event.
USE OF NON-GAAP FINANCIAL INFORMATION
We supplement our reporting of total revenues, operating income, income from continuing operations, net income and earnings per share information determined in accordance with GAAP by using adjusted revenues, adjusted operating income, adjusted income from continuing operations, adjusted earnings per share from continuing operations, free cash flow, and adjusted internal revenue growth, in this earnings release. Management believes that certain non-cash or unusual adjustments to revenues or expenses and the exclusion of certain pass-through revenues and expenses enhance the evaluation of our performance, because they are not pertinent to day-to-day operational decisions made in the business. Therefore, we exclude these items from GAAP revenue, operating income, income from continuing operations and earnings per share in calculating these non-GAAP measures.
Examples of such non-cash or unusual items may include, but are not limited to: non-cash deferred revenue adjustments arising from acquisitions, non-cash intangible asset amortization expense associated with acquisitions, and merger and integration expenses, all offset by the cumulative income tax impact of these items. We exclude these items to more clearly focus on the factors we believe are pertinent to the daily management of our operations, and our management uses such results to evaluate the impact of operational business decisions. We regularly report adjusted results to our chief executive officer, who uses this information to allocate resources to our various business units.
For a discussion of free cash flow and adjusted internal revenue growth, please see pages 10 and 12, respectively. We believe this supplemental information is useful to investors for their independent evaluation and understanding of the performance of our management and our core business performance. These non-GAAP measures should be considered in addition to, and not as a substitute for, revenues, operating income, income from continuing operations, net income and earnings per share or any other amount determined in accordance with GAAP. These non-GAAP measures reflect managements judgment of particular items, and may not be comparable to similarly titled measures reported by other companies.
About Fiserv, Inc.
Fiserv, Inc. (NASDAQ: FISV), a Fortune 500 company, provides information management and electronic commerce systems and services to the financial and insurance industries. Leading services include transaction processing, outsourcing, electronic bill payment and presentment, investment management solutions, business process outsourcing (BPO), software and systems solutions. Headquartered in Brookfield, Wis., the company is the leading provider of core processing solutions for U.S. banks, credit
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unions and thrifts. Fiserv was ranked the largest provider of information technology services to the financial services industry worldwide in the 2004, 2005 and 2006 FinTech 100 surveys. In 2007, the company completed the acquisition of CheckFree, a leading provider of electronic commerce services. Fiserv reported nearly $4 billion in total revenue from continuing operations for 2007. For more information, please visit www.fiserv.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the timing of, and proceeds from, the sale of discontinued operations, and anticipated adjusted earnings per share from continuing operations and adjusted internal revenue growth in 2008 and 2009. 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 may adversely affect the companys results include, among others, the companys ability to complete the sale of the remainder of the Fiserv ISS business, the companys ability to successfully integrate CheckFrees operations, changes in clients demand for the companys products or services, pricing or other actions by competitors, the impact of the companys Fiserv 2.0 initiatives, general changes in economic conditions and other factors included in the companys filings with the SEC, including its Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q. You should consider these factors carefully in evaluating forward-looking statements, and are cautioned not to place undue reliance on such statements. The company assumes no obligation to update any forward-looking statements, which speak only as of the date of this press release.
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FISERV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (1)
(In thousands, except per share amounts, unaudited)
| Three Months Ended | Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Revenues |
||||||||||||||||
| Processing and services |
$ | 740,076 | $ | 632,464 | $ | 2,692,472 | $ | 2,488,200 | ||||||||
| Product |
370,175 | 297,587 | 1,229,222 | 1,077,774 | ||||||||||||
| Total revenues |
1,110,251 | 930,051 | 3,921,694 | 3,565,974 | ||||||||||||
| Expenses |
||||||||||||||||
| Cost of processing and services |
463,014 | 407,291 | 1,658,364 | 1,578,095 | ||||||||||||
| Cost of product |
294,913 | 233,342 | 979,120 | 839,509 | ||||||||||||
| Selling, general and administrative(2) |
171,349 | 128,994 | 554,465 | 483,652 | ||||||||||||
| Total expenses |
929,276 | 769,627 | 3,191,949 | 2,901,256 | ||||||||||||
| Operating income |
180,975 | 160,424 | 729,745 | 664,718 | ||||||||||||
| Interest expense net |
(35,988 | ) | (10,596 | ) | (69,197 | ) | (40,672 | ) | ||||||||
| Income from continuing operations before income taxes |
144,987 | 149,828 | 660,548 | 624,046 | ||||||||||||
| Income tax provision |
54,778 | 58,061 | 252,489 | 235,788 | ||||||||||||
| Income from continuing operations |
90,209 | 91,767 | 408,059 | 388,258 | ||||||||||||
| Income from discontinued operations net of tax (3) |
6,446 | 14,179 | 31,270 | 61,656 | ||||||||||||
| Net income |
$ | 96,655 | $ | 105,946 | $ | 439,329 | $ | 449,914 | ||||||||
| GAAP Earnings per share |
||||||||||||||||
| Continuing operations (1)(2) |
$ | 0.54 | $ | 0.52 | $ | 2.42 | $ | 2.19 | ||||||||
| Discontinued operations (3) |
0.04 | 0.08 | 0.19 | 0.35 | ||||||||||||
| Total |
$ | 0.58 | $ | 0.61 | $ | 2.60 | $ | 2.53 | ||||||||
| Diluted shares used in computing earnings per share |
165,853 | 174,906 | 168,760 | 177,529 | ||||||||||||
| (1) |
The 2007 results include the operations of CheckFree from the date of acquisition on Dec. 3, 2007. The company has reflected 28 days of CheckFree results in the fourth quarter. |
| (2) |
Selling, general and administrative expenses include a $7.5 million charge recorded in the fourth quarter of 2007 in connection with the amendment of an employment agreement originally entered in October 2005 for the creation of a wholly-owned offshore captive operation. In addition, the company incurred merger costs associated with the acquisition of CheckFree totaling $9.5 million and a charge of $9.1 million primarily associated with consolidation of operations within the companys lending division in the fourth quarter of 2007. See page 9 for further detail associated with these items and a reconciliation of GAAP earnings per share from continuing operations to adjusted earnings per share from continuing operations. |
| (3) |
The company has reported Fiserv ISS, certain health businesses (Fiserv Health) and certain lending businesses as discontinued operations. Discontinued operations includes pre-tax charges of $32 million in 2007, or $0.13 per share, primarily comprised of $18 million related to the disposition activities including retention bonuses, severance and other sales expenses and a $14 million charge in Fiserv Health for employee severance, facility shutdown and other charges to cease an investment in a new technology platform in the health plan management business in the second quarter of 2007. The company anticipates that the gain on sale of Fiserv Health will be reflected in the first quarter of 2008 and the gain on sale of Fiserv ISS will be reflected in 2008. |
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FISERV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (1)
(In thousands, unaudited)
| December 31, | December 31, | |||||
| 2007 | 2006 | |||||
| Assets |
||||||
| Cash and cash equivalents |
$ | 297,476 | $ | 116,896 | ||
| Trade accounts receivable - net |
839,449 | 506,136 | ||||
| Deferred income taxes |
71,385 | 29,143 | ||||
| Prepaid expenses and other current assets |
353,149 | 128,510 | ||||
| Assets of discontinued operations held for sale (1) |
2,616,911 | 2,673,530 | ||||
| Total current assets |
4,178,370 | 3,454,215 | ||||
| Property and equipment - net |
371,452 | 220,335 | ||||
| Intangible assets - net |
2,323,703 | 528,585 | ||||
| Goodwill |
4,843,461 | 2,007,719 | ||||
| Other long-term assets |
128,719 | 40,844 | ||||
| Total |
$ | 11,845,705 | $ | 6,251,698 | ||
| Liabilities and Shareholders Equity |
||||||
| Trade accounts payable |
$ | 181,962 | $ | 143,056 | ||
| Accrued expenses |
599,474 | 320,434 | ||||
| Current maturities of long-term debt |
509,488 | | ||||
| Deferred revenues |
351,181 | 246,747 | ||||
| Liabilities of discontinued operations held for sale (1) |
2,111,937 | 2,139,399 | ||||
| Total current liabilities |
3,754,042 | 2,849,636 | ||||
| Long-term debt |
4,894,752 | 744,897 | ||||
| Deferred income taxes |
571,349 | 169,702 | ||||
| Other long-term liabilities |
158,711 | 61,841 | ||||
| Total Liabilities |
9,378,854 | 3,826,076 | ||||
| Shareholders Equity |
2,466,851 | 2,425,622 | ||||
| Total |
$ | 11,845,705 | $ | 6,251,698 | ||
| (1) |
Assets and liabilities of Fiserv ISS, Fiserv Health and certain lending businesses are reported as assets and liabilities of discontinued operations held for sale for all periods presented. |
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FISERV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUING OPERATIONS (1)
(In thousands, unaudited)
| Years Ended December 31, | ||||||||
| 2007 | 2006 | |||||||
| Cash flows from operating activities |
||||||||
| Net income |
$ | 439,329 | $ | 449,914 | ||||
| Adjustment for discontinued operations |
(31,270 | ) | (61,656 | ) | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Deferred income taxes |
21,595 | 14,362 | ||||||
| Share-based compensation |
23,423 | 26,445 | ||||||
| Excess tax benefit from exercise of stock options |
(12,300 | ) | (10,008 | ) | ||||
| Settlement of interest rate hedge contracts |
(30,239 | ) | | |||||
| Depreciation and amortization |
192,873 | 169,449 | ||||||
| Changes in assets and liabilities, net of effects from acquisitions: |
||||||||
| Trade accounts receivable |
(34,624 | ) | (52,324 | ) | ||||
| Prepaid expenses and other assets |
(32,336 | ) | (12,377 | ) | ||||
| Trade accounts payable and other liabilities |
19,399 | 9,762 | ||||||
| Deferred revenues |
8,422 | 8,355 | ||||||
| Net cash provided by operating activities |
564,272 | 541,922 | ||||||
| Cash flows from investing activities |
||||||||
| Capital expenditures, including capitalization of software costs |
(160,416 | ) | (162,395 | ) | ||||
| Payment for acquisitions of businesses, net of cash acquired |
(4,332,575 | ) | (186,536 | ) | ||||
| Other investing activities |
19,164 | (1,397 | ) | |||||
| Net cash used in investing activities |
(4,473,827 | ) | (350,328 | ) | ||||
| Cash flows from financing activities |
||||||||
| Proceeds from long-term debt - net |
4,460,321 | 137,809 | ||||||
| Issuance of common stock and treasury stock |
50,380 | 36,277 | ||||||
| Purchases of treasury stock |
(469,217 | ) | (560,111 | ) | ||||
| Excess tax benefit from exercise of stock options |
12,300 | 10,008 | ||||||
| Other financing activities |
(30,271 | ) | 2,766 | |||||
| Net cash provided by (used in) financing activities |
4,023,513 | (373,251 | ) | |||||
| Change in cash and cash equivalents |
113,958 | (181,657 | ) | |||||
| Net cash transactions from discontinued operations |
66,622 | 152,528 | ||||||
| Beginning balance |
116,896 | 146,025 | ||||||
| Ending balance |
$ | 297,476 | $ | 116,896 | ||||
| (1) |
Cash flows from discontinued operations, comprised of Fiserv ISS, Fiserv Health and certain lending businesses, are excluded from the above Condensed Consolidated Statements of Cash Flows for all periods presented. |
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FISERV, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED INCOME AND
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
(In thousands, except per share amounts, unaudited)
| Three Months Ended | Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| GAAP income from continuing operations(1) |
$ | 90,209 | $ | 91,767 | $ | 408,059 | $ | 388,258 | ||||||||
| Adjustments: |
||||||||||||||||
| Employee severance, facility shutdown and other (2) |
9,100 | 9,000 | 12,000 | 9,000 | ||||||||||||
| Merger costs and other adjustments (3) |
12,600 | | 12,600 | | ||||||||||||
| Amortization of acquisition-related intangible assets |
18,050 | 7,398 | 41,822 | 26,379 | ||||||||||||
| Tax benefit of adjustments |
(15,304 | ) | (6,050 | ) | (25,573 | ) | (13,453 | ) | ||||||||
| Adjusted income from continuing operations(1) |
$ | 114,655 | $ | 102,115 | $ | 448,908 | $ | 410,184 | ||||||||
| GAAP earnings per share - continuing operations(1) |
$ | 0.54 | $ | 0.52 | $ | 2.42 | $ | 2.19 | ||||||||
| Adjustments - net of income taxes: |
||||||||||||||||
| Employee severance, facility shutdown and other (2) |
0.03 | 0.03 | 0.04 | 0.03 | ||||||||||||
| Merger costs and other adjustments (3) |
0.05 | | 0.05 | | ||||||||||||
| Amortization of acquisition-related intangible assets |
0.07 | 0.03 | 0.15 | 0.09 | ||||||||||||
| Adjusted earnings per share - continuing operations(1) |
$ | 0.69 | $ | 0.58 | $ | 2.66 | $ | 2.31 | ||||||||
| Diluted shares used in computing earnings per share |
165,853 | 174,906 | 168,760 | 177,529 | ||||||||||||
| (1) |
GAAP and adjusted income from continuing operations include a $7.5 million pre-tax charge, or $0.03 per share, recorded in the fourth quarter of 2007 in connection with the amendment of an employment agreement originally entered in October 2005 for the creation of a wholly-owned offshore captive operation. The original agreement required the company to make a special performance payment based on a multiple of the cumulative operating profits of the business unit through the end of 2008. Due to the planned, continuing globalization of the companys workforce in 2008 significantly in excess of the current 1,900 employees, the company amended the agreement to provide for two payments: a payment of $7.5 million, which was expensed in 2007; and an additional payment of $7.5 million to be earned and expensed in 2008 and paid in 2009. |
| (2) |
These charges relate primarily to employee severance and facility shutdown expenses in the companys lending and insurance businesses totaling $9.1 million in the fourth quarter of 2007, $12 million for the full year 2007 and $9 million in the comparable periods of 2006. The charges in the fourth quarter of 2007 include $7.5 million in the companys lending division related primarily to facility closures and severance costs associated with combining operations due to the overall market decline in home equity processing volumes. The actions associated with these charges are designed to more closely align the existing cost structure with the current revenues from these businesses. |
| (3) |
Merger costs primarily represent expenses associated with the acquisition of CheckFree, which closed on Dec. 3, 2007, including integration project management, employee severance, retention bonuses, net interest expense on borrowings incurred prior to closing, and other expenses totaling $9.5 million. In accordance with GAAP, merger and integration costs such as severance and facility shutdown costs directly related to existing Fiserv operations are required to be expensed. However, direct merger and certain integration costs related to CheckFree operations are recorded in the initial purchase accounting for the acquisition. In addition, in connection with the preliminary purchase price allocation, the company estimated the fair value of certain deferred revenue from license fees and other customer payments assumed in connection with the CheckFree acquisition. Revenue in December totaling $3.1 million would have been recognized by CheckFree or companies it acquired consistent with past practices. However, such revenue was not recorded by the company during the period ending December 31, 2007 due to the deferred revenue purchase accounting adjustment recorded in accordance with GAAP. |
See page 4 for disclosures related to the use of non-GAAP performance measures.
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FISERV, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP RESULTS TO ADJUSTED RESULTS
(Dollars in thousands, unaudited)
| Three Months Ended December 31, |
Years Ended December 31, |
|||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Revenues GAAP |
$ | 1,110,251 | $ | 930,051 | $ | 3,921,694 | $ | 3,565,974 | ||||||||
| Prescription product costs |
(151,645 | ) | (99,108 | ) | (449,035 | ) | (366,602 | ) | ||||||||
| Customer reimbursements |
(112,495 | ) | (113,720 | ) | (432,069 | ) | (408,980 | ) | ||||||||
| Deferred revenue adjustment |
3,100 | | 3,100 | | ||||||||||||
| Adjusted revenues |
$ | 849,211 | $ | 717,223 | $ | 3,043,690 | $ | 2,790,392 | ||||||||
| Operating income GAAP |
$ | 180,975 | $ | 160,424 | $ | 729,745 | $ | 664,718 | ||||||||
| Employee severance, facility shutdown and other |
9,100 | 9,000 | 12,000 | 9,000 | ||||||||||||
| Merger costs and other adjustments |
10,700 | | 10,700 | | ||||||||||||
| Amortization of acquisition-related intangible assets |
18,050 | 7,398 | 41,822 | 26,379 | ||||||||||||
| Adjusted operating income |
$ | 218,825 | $ | 176,822 | $ | 794,267 | $ | 700,097 | ||||||||
| Operating margin GAAP |
16 | % | 17 | % | 19 | % | 19 | % | ||||||||
| Adjusted operating margin |
26 | % | 25 | % | 26 | % | 25 | % | ||||||||
See page 4 for disclosures related to the use of non-GAAP performance measures and the footnotes on pages 9 and 12 for explanations of adjustments to revenue and operating income.
FISERV, INC. AND SUBSIDIARIES
FREE CASH FLOW
(Dollars in thousands, unaudited)
| Years Ended December 31, | ||||||||
| 2007 | 2006 | |||||||
| Net income |
$ | 439,329 | $ | 449,914 | ||||
| Adjustment for discontinued operations |
(31,270 | ) | (61,656 | ) | ||||
| Share-based compensation |
23,423 | 26,445 | ||||||
| Settlement of interest rate hedge contracts |
(30,239 | ) | | |||||
| Depreciation and amortization |
192,873 | 169,449 | ||||||
| Capital expenditures |
(160,416 | ) | (162,395 | ) | ||||
| Free cash flow before changes in working capital |
433,700 | 421,757 | ||||||
| Changes in working capital-net |
(29,844 | ) | (42,230 | ) | ||||
| CheckFree financing and other non-recurring items |
34,139 | | ||||||
| Free cash flow |
$ | 437,995 | $ | 379,527 | ||||
| Net cash provided by operating activities |
$ | 564,272 | $ | 541,922 | ||||
| Capital expenditures |
(160,416 | ) | (162,395 | ) | ||||
| CheckFree financing and other non-recurring items |
34,139 | | ||||||
| Free cash flow |
$ | 437,995 | $ | 379,527 | ||||
Free cash flow is measured as net income, excluding discontinued operations, plus share-based compensation, depreciation and amortization, less capital expenditures, plus or minus net changes in working capital as reported in the companys condensed consolidated statements of cash flows. Free cash flow has also been adjusted for CheckFree financing and other non-recurring items, including the payment of $30 million to settle treasury-lock hedge contracts entered into in connection with the financing of the acquisition of CheckFree and non-recurring payments of $4 million related to certain one-time liabilities assumed on the opening balance sheets of acquired companies. Management believes it is appropriate to exclude these payments from the calculation of free cash flow since they are not indicative of the future free cash flow performance of Fiserv.
10 of 16
FISERV, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP RESULTS TO ADJUSTED RESULTS BY SEGMENT
(Dollars in thousands, unaudited)
| Three Months Ended December 31, |
Years Ended December 31, |
|||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Financial Institution Services (Financial) |
||||||||||||||||
| Revenues GAAP (1) |
$ | 768,689 | $ | 739,316 | $ | 3,005,928 | $ | 2,838,459 | ||||||||
| Customer reimbursements |
(111,953 | ) | (112,813 | ) | (429,185 | ) | (405,145 | ) | ||||||||
| Adjusted revenues |
$ | 656,736 | $ | 626,503 | $ | 2,576,743 | $ | 2,433,314 | ||||||||
| Operating income GAAP (1) |
$ | 163,649 | $ | 142,029 | $ | 667,263 | $ | 565,586 | ||||||||
| Employee severance, facility shutdown and other |
7,500 | 9,000 | 7,500 | 9,000 | ||||||||||||
| Amortization of acquisition-related intangible assets |
6,059 | 5,395 | 23,234 | 20,042 | ||||||||||||
| Adjusted operating income |
$ | 177,208 | $ | 156,424 | $ | 697,997 | $ | 594,628 | ||||||||
| Operating margin GAAP |
21 | % | 19 | % | 22 | % | 20 | % | ||||||||
| Adjusted operating margin |
27 | % | 25 | % | 27 | % | 24 | % | ||||||||
| Insurance Services (Insurance) |
||||||||||||||||
| Revenues GAAP (2) |
$ | 254,689 | $ | 190,735 | $ | 828,893 | $ | 727,515 | ||||||||
| Prescription product costs |
(151,645 | ) | (99,108 | ) | (449,035 | ) | (366,602 | ) | ||||||||
| Customer reimbursements |
(542 | ) | (907 | ) | (2,884 | ) | (3,835 | ) | ||||||||
| Adjusted revenues |
$ | 102,502 | $ | 90,720 | $ | 376,974 | $ | 357,078 | ||||||||
| Operating income GAAP (2) |
$ | 17,239 | $ | 18,395 | $ | 62,395 | $ | 99,132 | ||||||||
| Employee severance, facility shutdown and other |
1,600 | | 4,500 | | ||||||||||||
| Amortization of acquisition-related intangible assets |
3,248 | 2,003 | 9,845 | 6,337 | ||||||||||||
| Adjusted operating income |
$ | 22,087 | $ | 20,398 | $ | 76,740 | $ | 105,469 | ||||||||
| Operating margin GAAP |
7 | % | 10 | % | 8 | % | 14 | % | ||||||||
| Adjusted operating margin |
22 | % | 22 | % | 20 | % | 30 | % | ||||||||
| CheckFree (3) |
||||||||||||||||
| Revenues GAAP |
$ | 86,873 | $ | 86,873 | ||||||||||||
| Deferred revenue adjustment |
3,100 | 3,100 | ||||||||||||||
| Adjusted revenues |
$ | 89,973 | $ | 89,973 | ||||||||||||
| Operating income GAAP |
$ | 14,487 | $ | 14,487 | ||||||||||||
| Merger costs and other adjustments |
3,800 | 3,800 | ||||||||||||||
| Amortization of acquisition-related intangible assets |
8,743 | 8,743 | ||||||||||||||
| Adjusted operating income |
$ | 27,030 | $ | 27,030 | ||||||||||||
| Operating margin GAAP |
17 | % | 17 | % | ||||||||||||
| Adjusted operating margin |
30 | % | 30 | % | ||||||||||||
| (1) |
Included in the Financial segment results were early contract termination fees of $5.5 million for the three months ended and $35.0 million for the year ended December 31, 2007, compared with $6.9 million and $23.3 million, respectively, for the comparable periods in 2006. This segments businesses generally enter into three- to five-year contracts that contain early contract termination fees. These fees are unpredictable and can vary significantly from period to period based on the number and size of terminated contracts and how early in the contract term a contract is terminated. |
| (2) |
Included in the Insurance segment results was a decline of $32.8 million in higher-margin flood claims processing revenues from $36.3 million in 2006 to $3.6 million in 2007. |
| (3) |
CheckFree is presented as a separate segment because it was acquired on Dec. 3, 2007. In 2008, the company will realign its reporting segments when its new reporting structure is finalized. |
See page 4 for disclosures related to the use of non-GAAP performance measures and the footnotes on pages 9 and 12 for explanations of adjustments to revenue and operating income.
11 of 16
FISERV, INC. AND SUBSIDIARIES
INTERNAL REVENUE GROWTH PERCENTAGES BY SEGMENT (1)
(Unaudited)
| Three Months Ended December 31, |
Years Ended December 31, |
|||||||||||
| Segment |
2007 | 2006 | 2007 | 2006 | ||||||||
| Financial |
3 | % | 3 | % | 4 | % | 6 | % | ||||
| Insurance |
2 | % | 6 | % | 0 | % | 10 | % | ||||
| Total (2) |
3 | % | 3 | % | 3 | % | 7 | % | ||||
| Adjusted (3) Three Months Ended December 31, |
Adjusted (3) Years Ended December 31, |
|||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||
| Financial |
4 | % | 6 | % | 5 | % | 6 | % | ||||
| Insurance |
(2 | )% | (11 | )%(4) | (9 | )%(4) | (2 | )%(4) | ||||
| Total (2) |
3 | % | 3 | %(4) | 3 | %(4) | 5 | %(4) | ||||
| (1) |
Internal revenue growth percentages are measured as the increase in total revenues for the current period less acquired revenue from acquisitions divided by total revenues from the prior year period plus acquired revenue from acquisitions. Acquired revenue from acquisitions was $63.9 million ($5.7 million in the Financial segment and $58.2 million in the Insurance segment) for the fourth quarter of 2007 and $147.0 million ($43.7 million in the Financial segment and $103.3 million in the Insurance segment) for the year ended December 31, 2007 and represents pre-acquisition adjusted revenue of acquired companies, less dispositions, for the comparable prior year period. Acquired revenues in the Financial segment for the year ended December 31, 2006, include customer reimbursement pass-through costs of $22.7 million. |
| (2) |
Total internal revenue growth percentage excludes the recent acquisition of CheckFree in December due to only 28 days of revenue and earnings being recorded in 2007. |
| (3) |
The adjusted internal revenue growth percentages exclude the impact of customer reimbursements and prescription product costs, which are included in revenues and expenses under GAAP. The adjusted internal revenue growth percentages for 2006 exclude the impact of a large contract termination fee recognized in the fourth quarter of 2005 of $26.3 million in the Financial segment. |
| (4) |
Flood claims processing revenue was $0.6 million, $1.8 million and $15.9 million in the fourth quarter of 2007, 2006 and 2005 and $3.6 million, $36.3 million and $28.5 million in the full year of 2007, 2006 and 2005, respectively. Excluding flood claim processing revenue, the adjusted internal revenue growth (decline) rate for the company and the Insurance segment would have been 4 percent and (2) percent in the full year of 2007, 5 percent and (4) percent in the full year of 2006, and 5 percent and 3 percent in the fourth quarter of 2006, respectively. |
Actual and adjusted internal revenue growth percentages are non-GAAP financial measures that the company believes are useful to investors because they present internal revenue growth both including and excluding one large contract termination fee recognized in 2005, as well as customer reimbursements and prescription product costs that must be presented in revenue under GAAP. In addition, the company believes that the presentation of its adjusted internal revenue growth rate both including and excluding flood claims processing revenue is useful to investors because it enables them to understand the impact of these revenues, which can significantly impact the companys internal revenue growth rate.
12 of 16
FISERV, INC. AND SUBSIDIARIES
SUPPLEMENTAL 2007 HISTORICAL FINANCIAL INFORMATION BY QUARTER
(In thousands, except per share amounts, unaudited)
| First Quarter 2007 |
Second Quarter 2007 |
Third Quarter 2007 |
Fourth Quarter 2007 |
Full Year 2007 |
||||||||||||||||
| Revenues |
||||||||||||||||||||
| Processing and services |
$ | 645,068 | $ | 654,945 | $ | 652,383 | $ | 740,076 | $ | 2,692,472 | ||||||||||
| Product |
298,065 | 283,891 | 277,091 | 370,175 | 1,229,222 | |||||||||||||||
| Total revenues |
943,133 | 938,836 | 929,474 | 1,110,251 | 3,921,694 | |||||||||||||||
| Expenses |
||||||||||||||||||||
| Cost of processing and services |
403,171 | 398,851 | 393,328 | 463,014 | 1,658,364 | |||||||||||||||
| Cost of product |
235,530 | 225,337 | 223,340 | 294,913 | 979,120 | |||||||||||||||
| Selling, general and administrative |
127,980 | 132,556 | 122,580 | 171,349 | 554,465 | |||||||||||||||
| Total expenses |
766,681 | 756,744 | 739,248 | 929,276 | 3,191,949 | |||||||||||||||
| Operating income |
176,452 | 182,092 | 190,226 | 180,975 | 729,745 | |||||||||||||||
| Interest expense net |
(9,110 | ) | (11,445 | ) | (12,654 | ) | (35,988 | ) | (69,197 | ) | ||||||||||
| Income from continuing operations before income taxes |
167,342 | 170,647 | 177,572 | 144,987 | 660,548 | |||||||||||||||
| Income tax provision |
65,129 | 65,385 | 67,197 | 54,778 | 252,489 | |||||||||||||||
| Income from continuing operations |
102,213 | 105,262 | 110,375 | 90,209 | 408,059 | |||||||||||||||
| Income from discontinued operations net of tax |
11,350 | 2,974 | 10,500 | 6,446 | 31,270 | |||||||||||||||
| Net income |
$ | 113,563 | $ | 108,236 | $ | 120,875 | $ | 96,655 | $ | 439,329 | ||||||||||
| GAAP earnings per share |
||||||||||||||||||||
| Continuing operations |
$ | 0.59 | $ | 0.62 | $ | 0.66 | $ | 0.54 | $ | 2.42 | ||||||||||
| Discontinued operations |
0.07 | 0.02 | 0.06 | 0.04 | 0.19 | |||||||||||||||
| Total |
$ | 0.66 | $ | 0.64 | $ | 0.73 | $ | 0.58 | $ | 2.60 | ||||||||||
| Adjusted earnings per share continuing operations |
||||||||||||||||||||
| Earnings per share continuing operations |
$ | 0.59 | $ | 0.62 | $ | 0.66 | $ | 0.54 | $ | 2.42 | ||||||||||
| Employee severance, facility shutdown and other |
| 0.01 | | 0.03 | 0.04 | |||||||||||||||
| Merger costs and other adjustments |
| | | 0.05 | 0.05 | |||||||||||||||
| Amortization of acquisition-related intangible assets |
0.03 | 0.03 | 0.03 | 0.07 | 0.15 | |||||||||||||||
| Adjusted earnings per share continuing operations |
$ | 0.62 | $ | 0.66 | $ | 0.69 | $ | 0.69 | $ | 2.66 | ||||||||||
| Diluted shares used in computing earnings per share |
172,637 | 169,907 | 166,641 | 165,853 | 168,760 | |||||||||||||||
See page 4 for disclosures related to the use of non-GAAP performance measures and footnotes on page 9 for explanations of adjustments to revenues and operating income.
13 of 16
FISERV, INC. AND SUBSIDIARIES
QUARTERLY RECONCILIATION OF GAAP RESULTS TO ADJUSTED RESULTS BY SEGMENT
(Dollars in thousands, unaudited)
| First Quarter 2007 |
Second Quarter 2007 |
Third Quarter 2007 |
Fourth Quarter 2007 |
Full Year 2007 |
||||||||||||||||
| Total Company |
||||||||||||||||||||
| Revenues GAAP |
$ | 943,133 | $ | 938,836 | $ | 929,474 | $ | 1,110,251 | $ | 3,921,694 | ||||||||||
| Prescription product costs |
(98,435 | ) | (100,348 | ) | (98,607 | ) | (151,645 | ) | (449,035 | ) | ||||||||||
| Customer reimbursements |
(118,532 | ) | (99,608 | ) | (101,434 | ) | (112,495 | ) | (432,069 | ) | ||||||||||
| Deferred revenue adjustment |
| | | 3,100 | 3,100 | |||||||||||||||
| Adjusted revenues |
$ | 726,166 | $ | 738,880 | $ | 729,433 | $ | 849,211 | $ | 3,043,690 | ||||||||||
| Operating income GAAP(1) |
$ | 176,452 | $ | 182,092 | $ | 190,226 | $ | 180,975 | $ | 729,745 | ||||||||||
| Employee severance, facility shutdown and other |
| 2,900 | | 9,100 | 12,000 | |||||||||||||||
| Merger costs and other adjustments |
| | | 10,700 | 10,700 | |||||||||||||||
| Amortization of acquisition-related intangible assets |
7,250 | 8,127 | 8,395 | 18,050 | 41,822 | |||||||||||||||
| Adjusted operating income |
$ | 183,702 | $ | 193,119 | $ | 198,621 | $ | 218,825 | $ | 794,267 | ||||||||||
| Operating margin GAAP |
19 | % | 19 | % | 20 | % | 16 | % | 19 | % | ||||||||||
| Adjusted operating margin |
25 | % | 26 | % | 27 | % | 26 | % | 26 | % | ||||||||||
| Financial |
||||||||||||||||||||
| Revenues GAAP |
$ | 753,404 | $ | 741,884 | $ | 741,951 | $ | 768,689 | $ | 3,005,928 | ||||||||||
| Customer reimbursements |
(117,619 | ) | (97,812 | ) | (101,801 | ) | (111,953 | ) | (429,185 | ) | ||||||||||
| Adjusted revenues |
$ | 635,785 | $ | 644,072 | $ | 640,150 | $ | 656,736 | $ | 2,576,743 | ||||||||||
| Operating income GAAP |
$ | 162,729 | $ | 166,319 | $ | 174,566 | $ | 163,649 | $ | 667,263 | ||||||||||
| Employee severance, facility shutdown and other |
| | | 7,500 | 7,500 | |||||||||||||||
| Amortization of acquisition-related intangible assets |
5,390 | 5,599 | 6,186 | 6,059 | 23,234 | |||||||||||||||
| Adjusted operating income |
$ | 168,119 | $ | 171,918 | $ | 180,752 | $ | 177,208 | $ | 697,997 | ||||||||||
| Operating margin GAAP |
22 | % | 22 | % | 24 | % | 21 | % | 22 | % | ||||||||||
| Adjusted operating margin |
26 | % | 27 | % | 28 | % | 27 | % | 27 | % | ||||||||||
| Insurance |
||||||||||||||||||||
| Revenues GAAP |
$ | 189,729 | $ | 196,952 | $ | 187,523 | $ | 254,689 | $ | 828,893 | ||||||||||
| Prescription product costs |
(98,435 | ) | (100,348 | ) | (98,607 | ) | (151,645 | ) | (449,035 | ) | ||||||||||
| Customer reimbursements |
(913 | ) | (1,796 | ) | 367 | (542 | ) | (2,884 | ) | |||||||||||
| Adjusted revenues |
$ | 90,381 | $ | 94,808 | $ | 89,283 | $ | 102,502 | $ | 376,974 | ||||||||||
| Operating income GAAP |
$ | 13,723 | $ | 15,773 | $ | 15,660 | $ | 17,239 | $ | 62,395 | ||||||||||
| Employee severance, facility shutdown and other |
| 2,900 | | 1,600 | 4,500 | |||||||||||||||
| Amortization of acquisition-related intangible assets |
1,860 | 2,528 | 2,209 | 3,248 | 9,845 | |||||||||||||||
| Adjusted operating income |
$ | 15,583 | $ | 21,201 | $ | 17,869 | $ | 22,087 | $ | 76,740 | ||||||||||
| Operating margin GAAP |
7 | % | 8 | % | 8 | % | 7 | % | 8 | % | ||||||||||
| Adjusted operating margin |
17 | % | 22 | % | 20 | % | 22 | % | 20 | % | ||||||||||
| CheckFree |
||||||||||||||||||||
| Revenues GAAP |
$ | 86,873 | $ | 86,873 | ||||||||||||||||
| Deferred revenue adjustment |
3,100 | 3,100 | ||||||||||||||||||
| Adjusted revenues |
$ | 89,973 | $ | 89,973 | ||||||||||||||||
| Operating income GAAP |
$ | 14,487 | $ | 14,487 | ||||||||||||||||
| Merger costs and other adjustments |
3,800 | 3,800 | ||||||||||||||||||
| Amortization of acquisition-related intangible assets |
8,743 | 8,743 | ||||||||||||||||||
| Adjusted operating income |
$ | 27,030 | $ | 27,030 | ||||||||||||||||
| Operating margin GAAP |
17 | % | 17 | % | ||||||||||||||||
| Adjusted operating margin |
30 | % | 30 | % | ||||||||||||||||
| (1) |
Includes $14.4 million of expenses incurred in the fourth quarter not allocated to the segments, comprised of $6.9 million of Fiserv merger costs and $7.5 million related to the amendment of an employment agreement discussed on page 9. |
See page 4 for disclosures related to the use of non-GAAP performance measures and footnotes on pages 9 and 12 for explanations of adjustments to revenues and operating income.
14 of 16
FISERV, INC. AND SUBSIDIARIES
SUPPLEMENTAL 2006 HISTORICAL FINANCIAL INFORMATION BY QUARTER
(In thousands, except per share amounts, unaudited)
| First Quarter 2006 |
Second Quarter 2006 |
Third Quarter 2006 |
Fourth Quarter 2006 |
Full Year 2006 |
||||||||||||||||
| Revenues |
||||||||||||||||||||
| Processing and services |
$ | 622,109 | $ | 602,970 | $ | 630,657 | $ | 632,464 | $ | 2,488,200 | ||||||||||
| Product |
250,229 | 263,440 | 266,518 | 297,587 | 1,077,774 | |||||||||||||||
| Total revenues |
872,338 | 866,410 | 897,175 | 930,051 | 3,565,974 | |||||||||||||||
| Expenses |
||||||||||||||||||||
| Cost of processing and services |
386,617 | 391,005 | 393,182 | 407,291 | 1,578,095 | |||||||||||||||
| Cost of product |
195,227 | 194,864 | 216,076 | 233,342 | 839,509 | |||||||||||||||
| Selling, general and administrative |
118,407 | 116,641 | 119,610 | 128,994 | 483,652 | |||||||||||||||
| Total expenses |
700,251 | 702,510 | 728,868 | 769,627 | 2,901,256 | |||||||||||||||
| Operating income |
172,087 | 163,900 | 168,307 | 160,424 | 664,718 | |||||||||||||||
| Interest expense net |
(8,143 | ) | (10,351 | ) | (11,582 | ) | (10,596 | ) | (40,672 | ) | ||||||||||
| Income from continuing operations before income taxes |
163,944 | 153,549 | 156,725 | 149,828 | 624,046 | |||||||||||||||
| Income tax provision |
62,150 | 56,670 | 58,907 | 58,061 | 235,788 | |||||||||||||||
| Income from continuing operations |
101,794 | 96,879 | 97,818 | 91,767 | 388,258 | |||||||||||||||
| Income from discontinued operations net of tax |
14,417 | 20,790 | 12,270 | 14,179 | 61,656 | |||||||||||||||
| Net income |
$ | 116,211 | $ | 117,669 | $ | 110,088 | $ | 105,946 | $ | 449,914 | ||||||||||
| GAAP earnings per share |
||||||||||||||||||||
| Continuing operations |
$ | 0.56 | $ | 0.55 | $ | 0.56 | $ | 0.52 | $ | 2.19 | ||||||||||
| Discontinued operations |
0.08 | 0.12 | 0.07 | 0.08 | 0.35 | |||||||||||||||
| Total |
$ | 0.64 | $ | 0.66 | $ | 0.63 | $ | 0.61 | $ | 2.53 | ||||||||||
| Adjusted earnings per share continuing operations |
||||||||||||||||||||
| Earnings per share continuing operations |
$ | 0.56 | $ | 0.55 | $ | 0.56 | $ | 0.52 | $ | 2.19 | ||||||||||
| Employee severance, facility shutdown and other |
| | | 0.03 | 0.03 | |||||||||||||||
| Amortization of acquisition-related intangible assets |
0.02 | 0.02 | 0.02 | 0.03 | 0.09 | |||||||||||||||
| Adjusted earnings per share continuing operations |
$ | 0.58 | $ | 0.57 | $ | 0.58 | $ | 0.58 | $ | 2.31 | ||||||||||
| Diluted shares used in computing earnings per share |
181,783 | 177,551 | 175,875 | 174,906 | 177,529 | |||||||||||||||
See page 4 for disclosures related to the use of non-GAAP performance measures and footnotes on page 9 for explanations of adjustments to revenues and operating income.
15 of 16
FISERV, INC. AND SUBSIDIARIES
FISERV 2.0 KEY METRICS, SALES QUOTA ATTAINMENT AND ELECTRONIC PAYMENT TRANSACTIONS
(In millions, unaudited)
| Key Metrics |
2007 | 2007 Attainment | ||||||||
| Objective | In Dollars | Percentage | ||||||||
| Integrated Sales (1) |
$ | 26 | $ | 30 | 115 | % | ||||
| Operational Effectiveness (2) |
$ | 15 | $ | 20 | 133 | % | ||||
| Overall Sales Quota Attainment (3) |
100 | % | | 97 | % | |||||
| (1) |
Integrated Sales targets are exclusive of amounts within normal sales quota and only include sales from a designated list of additional products. Dollar value is the amount of recurring annual revenue which excludes any one-time revenue. |
| (2) |
Operational Effectiveness targets represent cost savings associated with Fiserv 2.0 initiatives. The 2007 Objective is the total amount of savings targeted to be attained in the measurement period. |
| (3) |
Overall Sales Quota is the traditional companywide sales quota system, and excludes incremental sales included in the Integrated Sales metric |
| Electronic Payment Metrics |
Q1 | Q2 | Q3 | Q4 | 2007 | ||||||||||
| Bill Payment Transactions(4) |
269.6 | 275.3 | 282.4 | 300.9 | 1,128.2 | ||||||||||
| Bill Payment Year-over-year Transaction Growth |
24 | % | 21 | % | 20 | % | 20 | % | 21 | % | |||||
| Ebills Delivered |
58.6 | 60.5 | 63.5 | 68.0 | 250.6 | ||||||||||
| Ebill Growth Year-over-Year |
26 | % | 21 | % | 23 | % | 24 | % | 23 | % |
| (4) |
Bill Payment Transactions represent on-line bill payment transactions occurring through financial institutions, brokerage firms or portals. The presentation includes CheckFree historical data for each full quarter of 2007. |
FISV-E
16 of 16
Exhibit 99.2
![]() |
![]() |
| TD AMERITRADE: | ||
| For Media: | For Investors: | |
| Jim Frawley | Tim Nowell | |
| Communications and Public Affairs | Investor Relations | |
| (402) 827-8928 | (402) 597-8440 | |
| james.frawley@tdameritrade.com | timothy.nowell@tdameritrade.com |
TD AMERITRADE CLOSES FISERV ISS DEAL
Institutional Assets Now Exceed $100 Billion
Omaha, Neb. and Brookfield, Wis., February 4, 2008 TD AMERITRADE Holding Corporation (Nasdaq: AMTD) and Fiserv, Inc. (Nasdaq: FISV) announced today that TD AMERITRADE has completed its purchase of Fiservs Investment Support Services (ISS) business for approximately $225 million in cash plus the amount of acquired regulatory capital. Additionally, based upon achievement of certain revenue targets over the next 12 months, there is an earn-out of up to $100 million payable to Fiserv.
The acquisition adds approximately $25 billion in client assets to TD AMERITRADE, including $15 billion held in more than 75,000 accounts managed by approximately 500 independent Registered Investment Advisors (RIAs) and $10 billion held in more than 2,000 plans administered by 80 independent third party administrators (TPAs).
This deal reinforces our client segmentation strategy and signifies our commitment to grow and invest in the RIA community, said Tom Bradley, president, TD AMERITRADE Institutional.
The purchased business adds scale to TD AMERITRADE Institutional, the third largest provider of comprehensive brokerage and custody services in one of the fastest growing segments of financial services. The institutional business now holds over $100 billion in assets under management with over 4,500 RIAs and their clients.
With the inclusion of Fiserv Trust Company, TD AMERITRADE Institutional also adds significant growth to its 401(k) custody business. Skip Schweiss, executive vice president of Fiserv ISS, will direct TD AMERITRADE Institutionals efforts at the newly acquired Fiserv Trust Company, reporting to Tom Bradley.
Fiserv, Inc.
We believe this deal will enhance services for clients, said Jeffery Yabuki, president and chief executive officer of Fiserv. At the same time, we will continue to expand our technology leadership position across the financial services industry.
Fiserv, Inc. also expects to close the previously announced transaction with Robert Beriault Holdings, Inc. by the end of the second quarter of 2008.
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About TD AMERITRADE Institutional
TD AMERITRADE Institutional is a leading provider of comprehensive brokerage and custody services to more than 4,500 fee-based, independent Registered Investment Advisors (RIAs) and their clients.1 Our advanced technology platform, coupled with personal support from our dedicated service teams, allows investment advisors to run their practices more efficiently and effectively while optimizing time with clients.
About TD AMERITRADE Holding Corporation
TD AMERITRADE Holding Corporation, through its brokerage subsidiaries,2 provides a dynamic balance of investment products and services that make it the investment firm of choice for millions of retail investor and independent registered investment advisor (RIA) clients. Listed by Barrons as the #1 Web browser-based online broker and Forbes as one of Americas best big companies, the Company offers a full spectrum of investment services, including a leading active trader program, intuitive long-term investment solutions and a national branch system, as well as relationships with one of the largest independent RIA networks.3 The Companys common stock trades under the ticker symbol AMTD. For more information, please visit www.amtd.com.
About Fiserv, Inc.
Fiserv, Inc. (NASDAQ: FISV), a Fortune 500 company, provides information management and electronic commerce systems and services to the financial and insurance industries. Leading services include transaction processing, outsourcing, electronic bill payment and presentment, investment management solutions, business process outsourcing (BPO), software and systems solutions. Headquartered in Brookfield, Wis., the company serves more than 21,000 clients worldwide and is the leading provider of core processing solutions for U.S. banks, credit unions and thrifts. Fiserv was ranked the largest provider of information technology services to the financial services industry worldwide in the 2004, 2005 and 2006 FinTech 100 surveys. In 2007, the company completed the acquisition of CheckFree, a leading provider of electronic commerce services. Fiserv and CheckFree had more than $4.5 billion in combined pro forma total revenue for 2006. For more information, please visit www.fiserv.com.
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| Additional Fiserv Contacts: | ||
| For Media: | For Investors: | |
| Lori Stafford | David Banks | |
| lori.stafford@fiserv.com | david.banks@fiserv.com | |
| 262-879-5130 | 262-879-5055 |
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| 1 |
TD AMERITRADE Institutional, Division of TD AMERITRADE, Inc., member FINRA (www.finra.org) / SIPC (www.SIPC.org). |
| 2 |
TD AMERITRADE, Inc., member FINRA/SIPC, receives clearing and custodial services from TD AMERITRADE Clearing, Inc., member FINRA/SIPC. TD AMERITRADE and TD AMERITRADE Clearing, Inc. are subsidiaries of TD AMERITRADE Holding Corporation. |
| 3 |
The Best Web Browser-Based Online Broker by Barrons, 3/5/2007 based on Trade Experience, Trading Technology, Usability, Range of Offerings, Research Amenities, Portfolio Analysis & Reports, Customer Service & Access, and Costs. Barrons is a registered trademark of Dow Jones, L.P. More info on the Forbes award is available at www.forbes.com/platinum. |