fisv-20210630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 1-38962

FISERV, INC.

(Exact Name of Registrant as Specified in Its Charter)


Wisconsin						39-1506125
(State or Other Jurisdiction of Incorporation or Organization)						(I. R. S. Employer Identification No.)

255 Fiserv Drive, Brookfield, WI 53045

(Address of Principal Executive Offices and zip code)

(262) 879-5000

(Registrant’s Telephone Number, Including Area Code)

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

0.375% Senior Notes due 2023

FISV23

The NASDAQ Stock Market LLC

1.125% Senior Notes due 2027

FISV27

The NASDAQ Stock Market LLC

1.625% Senior Notes due 2030

FISV30

The NASDAQ Stock Market LLC

2.250% Senior Notes due 2025

FISV25

The NASDAQ Stock Market LLC

3.000% Senior Notes due 2031

FISV31

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 23, 2021, there were 662,204,715 shares of common stock, $.01 par value, of the registrant outstanding.

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INDEX


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income	1
	Consolidated Statements of Comprehensive Income (Loss)	2
	Consolidated Balance Sheets	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	42

	Exhibit Index
	Signatures

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Fiserv, Inc.

Consolidated Statements of Income

(In millions, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue:
Processing and services (1)	$	3,361	$	2,890	$	6,415	$	5,965
Product	690		575		1,391		1,269
Total revenue	4,051		3,465		7,806		7,234
Expenses:
Cost of processing and services	1,498		1,466		2,895		3,101
Cost of product	469		454		979		986
Selling, general and administrative	1,440		1,377		2,813		2,781
(Gain) loss on sale of business	—		3		—		(428)
Total expenses	3,407		3,300		6,687		6,440
Operating income	644		165		1,119		794
Interest expense, net	(175)		(174)		(351)		(361)

Other income	1		1		22		21
Income (loss) before income taxes and income (loss) from investments in unconsolidated affiliates	470		(8)		790		454
Income tax (provision) benefit	(228)		27		(246)		(52)
Income (loss) from investments in unconsolidated affiliates	42		(10)		58		(16)
Net income	284		9		602		386
Less: net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests	15		7		29		(8)
Net income attributable to Fiserv, Inc.	$	269	$	2	$	573	$	394

Net income attributable to Fiserv, Inc. per share – basic	$	0.41	$	—	$	0.86	$	0.58
Net income attributable to Fiserv, Inc. per share – diluted	$	0.40	$	—	$	0.85	$	0.57

Shares used in computing net income attributable to Fiserv, Inc. per share:
Basic	663.7		670.0		666.1		674.1
Diluted	672.7		680.8		676.3		686.0

(1)Includes processing and other fees charged to related party investments accounted for under the equity method of $56 million and $55 million for the three months ended June 30, 2021 and 2020, respectively, and $114 million and $112 million for the six months ended June 30, 2021 and 2020, respectively (see Note 18).

See accompanying notes to consolidated financial statements.

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Fiserv, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	284	$	9	$	602	$	386
Other comprehensive income (loss):
Fair market value adjustment on cash flow hedges, net of income tax (provision) benefit of $0 million, ($1 million), $0 million and $2 million	—		3		1		(5)
Reclassification adjustment for net realized (gains) losses on cash flow hedges included in cost of processing and services, net of income tax benefit (provision) of $0 million, $0 million, $1 million and $0 million	(2)		1		(4)		—
Reclassification adjustment for net realized losses on cash flow hedges included in net interest expense, net of income tax provision of $1 million, $1 million, $2 million and $2 million	4		4		8		8
Unrealized gain on defined benefit pension plans, net of income tax provision of $0 million	—		—		1		—
Foreign currency translation	213		182		51		(456)
Total other comprehensive income (loss)	215		190		57		(453)
Comprehensive income (loss)	$	499	$	199	$	659	$	(67)
Less: net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests	15		7		29		(8)
Less: other comprehensive income (loss) attributable to noncontrolling interests	2		23		(7)		11
Comprehensive income (loss) attributable to Fiserv, Inc.	$	482	$	169	$	637	$	(70)

See accompanying notes to consolidated financial statements.

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Fiserv, Inc.

Consolidated Balance Sheets

(In millions)

(Unaudited)


	June 30, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	841	$	906
Trade accounts receivable, less allowance for doubtful accounts	2,663		2,482
Prepaid expenses and other current assets	1,278		1,310
Settlement assets	12,945		11,521

Total current assets	17,727		16,219
Property and equipment, net	1,650		1,628
Customer relationships, net	10,845		11,603
Other intangible assets, net	3,866		3,755
Goodwill	36,668		36,322
Contract costs, net	755		692
Investments in unconsolidated affiliates	2,590		2,756
Other long-term assets	1,675		1,644
Total assets	$	75,776	$	74,619
Liabilities and Equity
Accounts payable and accrued expenses	$	3,364	$	3,186
Short-term and current maturities of long-term debt	418		384
Contract liabilities	524		546
Settlement obligations	12,945		11,521
Total current liabilities	17,251		15,637
Long-term debt	20,425		20,300
Deferred income taxes	4,324		4,389
Long-term contract liabilities	181		187
Other long-term liabilities	802		777
Total liabilities	42,983		41,290
Commitments and Contingencies (see Note 17)
Redeemable Noncontrolling Interests	261		259
Fiserv, Inc. Shareholders’ Equity:
Preferred stock, no par value: 25 million shares authorized; none issued	—		—
Common stock, $0.01 par value: 1,800 million shares authorized; 784 million and 789 million shares issued, respectively	8		8
Additional paid-in capital	22,960		23,643
Accumulated other comprehensive loss	(323)		(387)
Retained earnings	14,014		13,441
Treasury stock, at cost, 123 million and 121 million shares	(4,866)		(4,375)
Total Fiserv, Inc. shareholders’ equity	31,793		32,330
Noncontrolling interests	739		740
Total equity	32,532		33,070
Total liabilities and equity	$	75,776	$	74,619

See accompanying notes to consolidated financial statements.

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Fiserv, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income	$	602	$	386
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and other amortization	560		550
Amortization of acquisition-related intangible assets	1,050		1,099
Amortization of financing costs and debt discounts	25		24

Share-based compensation	127		202

Deferred income taxes	(69)		(94)
Gain on sale of business	—		(428)
(Income) loss from investments in unconsolidated affiliates	(58)		16
Distributions from unconsolidated affiliates	13		12

Non-cash impairment charges	5		40
Other operating activities	(22)		(3)
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
Trade accounts receivable	(154)		278
Prepaid expenses and other assets	(56)		62
Contract costs	(150)		(158)
Accounts payable and other liabilities	171		(54)
Contract liabilities	(31)		(13)
Net cash provided by operating activities	2,013		1,919
Cash flows from investing activities:
Capital expenditures, including capitalized software and other intangibles	(494)		(488)
Proceeds from sale of business	—		584
Payments for acquisition of businesses, net of cash acquired	(493)		(136)
Distributions from unconsolidated affiliates	52		66
Purchases of investments	(235)		—
Proceeds from sale of investments	472		—
Net cash (used in) provided by investing activities	(698)		26
Cash flows from financing activities:
Debt proceeds	4,343		5,812
Debt repayments	(5,415)		(6,219)
Net proceeds from (repayments of) commercial paper and short-term borrowings	1,047		(1)
Payments of debt financing costs	—		(16)
Proceeds from issuance of treasury stock	60		86
Purchases of treasury stock, including employee shares withheld for tax obligations	(1,361)		(1,574)

Distributions paid to noncontrolling interests and redeemable noncontrolling interests	(21)		(52)
Payments of acquisition-related contingent consideration	(28)		—
Other financing activities	(2)		5
Net cash used in financing activities	(1,377)		(1,959)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2)		(12)
Net change in cash, cash equivalents and restricted cash	(64)		(26)

Cash, cash equivalents and restricted cash, beginning balance	919		933
Cash, cash equivalents and restricted cash, ending balance	$	855	$	907

See accompanying notes to consolidated financial statements.

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Fiserv, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements for the three and six months ended June 30, 2021 and 2020 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The consolidated financial statements and accompanying notes are presented as permitted by Form 10-Q and do not contain certain information included in the annual consolidated financial statements and accompanying notes of Fiserv, Inc. (the “Company”). These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Principles of Consolidation

The consolidated financial statements include the accounts of Fiserv, Inc. and its subsidiaries in which the Company holds a controlling financial interest. All intercompany transactions and balances between the Company and its subsidiaries have been eliminated in consolidation. Control is normally established when ownership and voting interests in an entity are greater than 50%. Investments in which the Company has significant influence but not control are accounted for using the equity method of accounting, for which the Company’s share of net income or loss is reported within income (loss) from investments in unconsolidated affiliates and the related tax expense or benefit is reported within the income tax (provision) benefit in the consolidated statements of income. Significant influence over an affiliate’s operations generally coincides with an ownership interest in an entity of between 20% and 50%.

The Company maintains a majority controlling interest in certain entities, mostly related to consolidated merchant alliances (see Note 18). Noncontrolling interests represent the minority shareholders’ share of the net income or loss and equity in consolidated subsidiaries. The Company’s noncontrolling interests presented in the consolidated statements of income include net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests. Noncontrolling interests are presented as a component of equity in the consolidated balance sheets and reflect the minority shareholders’ share of the consolidated subsidiaries net carrying value. Noncontrolling interests that are redeemable upon the occurrence of an event that is not solely within the Company’s control are presented outside of equity and are carried at their estimated redemption value if it exceeds the initial carrying value of the redeemable interest (see Note 9).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Risks and Uncertainties

Since early 2020, the world has been, and continues to be, impacted by the novel strain of the coronavirus (“COVID-19”) pandemic. The COVID-19 pandemic, and various measures imposed by the governments of many countries, states, cities and other geographic regions to prevent its spread, have negatively impacted global economic and market conditions, including levels of consumer and business spending. Consequently, the Company’s operating performance, primarily within its merchant acquiring and payment-related businesses, which earn transaction-based fees, has been adversely affected, and may continue to be adversely affected, by the economic impact of the COVID-19 pandemic. The Company has continued to assess the impact of the COVID-19 pandemic on its consolidated financial statements and has determined that there have been no material changes to the significant accounting policies, including estimates and assumptions made by management, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company will continue to monitor developments related to the COVID-19 pandemic; however, the extent to which the COVID-19 pandemic may impact the Company’s future operational and financial performance remains uncertain and cannot be predicted. Changing conditions may also affect the estimates and assumptions made by management and may result in an impairment or other charge that, if incurred, could have a material adverse impact on the Company’s results of operations, total assets and total equity in the period recognized. Events and changes in circumstances arising subsequent to June 30, 2021, including those resulting from the impacts of the COVID-19 pandemic, will be reflected in management’s estimates for future periods.

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Cash and Cash Equivalents

Cash and cash equivalents consist of cash and investments with original maturities of 90 days or less. Cash and cash equivalents are stated at cost in the consolidated balance sheets, which approximates market value. Cash and cash equivalents that were restricted from use due to regulatory or other requirements are included in other long-term assets in the consolidated balance sheets and totaled $14 million and $13 million at June 30, 2021 and December 31, 2020, respectively.

Allowance for Doubtful Accounts

The Company analyzes the collectability of trade accounts receivable by considering historical bad debts, client creditworthiness, current economic trends, changes in client payment terms and collection trends when evaluating the adequacy of the allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. The allowance for doubtful accounts was $55 million and $48 million at June 30, 2021 and December 31, 2020, respectively.

Settlement Assets and Obligations

Settlement assets and obligations result from timing differences between collection and fulfillment of payment transactions primarily associated with the Company’s merchant acquiring services. Settlement assets represent cash received or amounts receivable from agents, payment networks, bank partners or directly from consumers. Settlement obligations represent amounts payable to merchants and payees. Certain merchant settlement assets that relate to settlement obligations are held by partner banks to which the Company does not have legal ownership but has the right to use the assets to satisfy the related settlement obligations. The Company records corresponding settlement obligations for amounts payable to merchants and for outstanding payment instruments issued to payees that have not yet been presented for settlement.

Reserve for Merchant Credit Losses

With respect to the Company’s merchant acquiring business, the Company’s merchant customers 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. 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 is classified within settlement obligations in the consolidated balance sheets. The Company also utilizes a number of systems and procedures to manage merchant risk. Despite these efforts, the Company experiences some level of losses due to merchant defaults.

The aggregate merchant credit losses, included within cost of processing and services in the consolidated statements of income, incurred by the Company was $11 million and $24 million for the three months ended June 30, 2021 and 2020, respectively, and $33 million and $54 million for the six months ended June 30, 2021 and 2020, respectively. The amount of collateral held by the Company was $2.3 billion and $1.2 billion at June 30, 2021 and December 31, 2020, respectively. The Company maintains reserves for merchant credit losses that are expected to exceed the amount of collateral held. The reserves include an estimated amount for anticipated chargebacks and fraud events that have been incurred on merchants’ payment transactions that have been processed but not yet reported to the Company (“IBNR Reserve”), which is recorded within accounts payable and accrued expenses in the consolidated balance sheets, as well as an allowance on refunded amounts to cardholders that have not yet been collected from the merchants, which is recorded within prepaid expenses and other current assets in the consolidated balance sheets. The IBNR Reserve is based primarily on the Company’s historical experience of credit losses and other relevant factors such as economic downturns or increases in merchant fraud. The aggregate merchant credit loss reserve was $59 million at each of June 30, 2021 and December 31, 2020.

Goodwill

Goodwill represents the excess of purchase price over the fair value of identifiable assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment on an annual basis, or more frequently if circumstances indicate possible impairment. Goodwill is tested for impairment at a reporting unit level, which is one level below the Company’s reportable segments. The Company’s most recent annual impairment assessment of its reporting units in the fourth quarter of 2020 determined that its goodwill was not impaired as the estimated fair values exceeded the carrying values. However, it is reasonably possible that future developments related to the economic impact of the COVID-19 pandemic on certain of the Company’s businesses acquired and recorded at fair value through the acquisition of First Data Corporation (“First Data”) in July 2019, such as an increased duration and intensity of the pandemic and/or government-imposed shutdowns, prolonged economic downturn or recession, or lack of governmental support for recovery, could have a future

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material impact on one or more of the estimates and assumptions used to evaluate goodwill impairment. There is no accumulated goodwill impairment for the Company through June 30, 2021.

Other Investments

The Company maintains investments in various equity securities without a readily determinable fair value. Such investments totaled $122 million and $160 million at June 30, 2021 and December 31, 2020, respectively, and are included within other long-term assets in the consolidated balance sheets. The Company reviews these investments each reporting period to determine whether an impairment or observable price change for the investment has occurred. When such events or changes occur, the Company evaluates the fair value compared to its cost basis in the investment. Gains or losses from a change in fair value are included within other income in the consolidated statements of income for the period. During the six months ended June 30, 2021, the Company remeasured its equity interest in Ondot Systems, Inc. (“Ondot”) to fair value upon acquiring a remaining ownership interest in January 2021, resulting in the recognition of a pre-tax gain of $12 million (see Note 4). Other adjustments made to the values recorded for these equity securities during the three and six months ended June 30, 2021 and 2020, were not significant.

Interest Expense, Net

Interest expense, net consists of interest expense primarily associated with the Company’s outstanding borrowings and finance lease obligations, as well as interest income primarily associated with the Company’s investment securities. Interest expense, net consisted of the following:



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
Interest expense	$	176	$	176	$	353	$	365
Interest income	1		2		2		4
Interest expense, net	$	175	$	174	$	351	$	361

2. Recent Accounting Pronouncements

In 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”), which clarifies certain interactions between the guidance to account for certain equity securities, investments under the equity method of accounting, and forward contracts or purchased options to purchase securities under Topic 321, Topic 323 and Topic 815. For public entities, ASU 2020-01 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2020-01 effective January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements.

In 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which introduces a number of amendments that are designed to simplify the application of accounting for income taxes. Such amendments include removing certain exceptions for intraperiod tax allocation, interim reporting when a year-to-date loss exceeds the anticipated loss, reflecting the effect of an enacted change in tax laws or rates in the annual effective tax rate and recognition of deferred taxes related to outside basis differences for ownership changes in investments. ASU 2019-12 also provides clarification related to when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction. In addition, ASU 2019-12 provides guidance on the recognition of a franchise tax (or similar tax) that is partially based on income as an income-based tax and accounting for any incremental amount incurred as a non-income-based tax. For public entities, ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 effective January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements.

In 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13” or “CECL”), which prescribes an impairment model for most financial instruments based on expected losses rather than incurred losses. Under this model, an estimate of expected credit losses over the contractual life of the instrument is to be recorded as of the end of a reporting period as an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial instrument. For public entities, ASU 2016-13 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019. For most instruments, entities must apply the standard using a cumulative-effect adjustment to beginning retained earnings as of the beginning of the fiscal year of adoption.

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The Company adopted ASU 2016-13 effective January 1, 2020 using the required modified retrospective approach, which resulted in a cumulative-effect decrease to beginning retained earnings of $45 million. Financial assets and liabilities held by the Company subject to the “expected credit loss” model prescribed by CECL include trade and other receivables, net investments in leases, settlement assets and other credit exposures such as financial guarantees not accounted for as insurance.

3. Revenue Recognition

The Company generates revenue from the delivery of processing, service and product solutions. Revenue is measured based on consideration specified in a contract with a customer, and excludes any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer which may be at a point in time or over time.

Disaggregation of Revenue

The Company’s operations are comprised of the Merchant Acceptance (“Acceptance”) segment, the Financial Technology (“Fintech”) segment and the Payments and Network (“Payments”) segment. Additional information regarding the Company’s business segments is included in Note 19. The tables below present the Company’s revenue disaggregated by type of revenue, including a reconciliation with its reportable segments. The majority of the Company’s revenue is earned domestically, with revenue generated outside the United States comprising approximately 14% and 12% of total revenue for the three months ended June 30, 2021 and 2020, respectively, and 13% of total revenue for each of the six months ended June 30, 2021 and 2020.


(In millions)	Reportable Segments
Three Months Ended June 30, 2021	Acceptance		Fintech		Payments		Corporate and Other		Total

Type of Revenue
Processing	$	1,420	$	385	$	1,122	$	10	$	2,937
Hardware, print and card production	214		12		199		—		425
Professional services	9		115		66		—		190
Software maintenance	—		139		2		—		141
License and termination fees	11		50		14		—		75
Output solutions postage	—		—		—		202		202
Other	12		53		18		(2)		81
Total Revenue	$	1,666	$	754	$	1,421	$	210	$	4,051


(In millions)	Reportable Segments
Three Months Ended June 30, 2020	Acceptance		Fintech		Payments		Corporate and Other		Total

Type of Revenue
Processing	$	1,038	$	349	$	1,063	$	13	$	2,463
Hardware, print and card production	159		9		160		—		328
Professional services	8		115		58		—		181
Software maintenance	—		141		—		—		141
License and termination fees	6		52		18		—		76
Output solutions postage	—		—		—		198		198
Other	12		48		21		(3)		78
Total Revenue	$	1,223	$	714	$	1,320	$	208	$	3,465

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(In millions)	Reportable Segments
Six Months Ended June 30, 2021	Acceptance		Fintech		Payments		Corporate and Other		Total

Type of Revenue
Processing	$	2,598	$	763	$	2,199	$	22	$	5,582
Hardware, print and card production	404		23		431		—		858
Professional services	18		226		129		—		373
Software maintenance	—		278		4		—		282
License and termination fees	21		88		27		—		136
Output solutions postage	—		—		—		407		407
Other	22		112		36		(2)		168
Total Revenue	$	3,063	$	1,490	$	2,826	$	427	$	7,806


(In millions)	Reportable Segments
Six Months Ended June 30, 2020	Acceptance		Fintech		Payments		Corporate and Other		Total

Type of Revenue
Processing	$	2,221	$	700	$	2,153	$	38	$	5,112
Hardware, print and card production	352		21		352		—		725
Professional services	11		227		115		1		354
Software maintenance	—		282		1		2		285
License and termination fees	12		98		40		—		150
Output solutions postage	—		—		—		433		433
Other	28		104		45		(2)		175
Total Revenue	$	2,624	$	1,432	$	2,706	$	472	$	7,234

Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers:


(In millions)	June 30, 2021		December 31, 2020
Contract assets	$	500	$	433
Contract liabilities	705		733

Contract assets, reported within other long-term assets in the consolidated balance sheets, primarily result from revenue being recognized where payment is contingent upon the transfer of services to a customer over the contractual period. Contract liabilities primarily relate to advance consideration received from customers (deferred revenue) for which transfer of control occurs, and therefore revenue is recognized, as services are provided. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company recognized $350 million of revenue during the six months ended June 30, 2021 that was included in the contract liability balance at the beginning of the period.

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Transaction Price Allocated to Remaining Performance Obligations

The following table includes estimated processing, services and product revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at June 30, 2021:



(In millions)
Year Ending December 31,
Remainder of 2021	$	1,020
2022	1,868
2023	1,565
2024	1,190
Thereafter	2,105

The Company applies the optional exemption under Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) and does not disclose information about remaining performance obligations for account- and transaction-based processing fees that qualify for recognition under the as-invoiced practical expedient. These multi-year contracts contain variable consideration for stand-ready performance obligations for which the exact quantity and mix of transactions to be processed are contingent upon the customer’s request. The Company also applies the optional exemptions under ASC 606 and does not disclose information for variable consideration that is a sales-based or usage-based royalty promised in exchange for a license of intellectual property or that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service in a series. The amounts disclosed above as remaining performance obligations consist primarily of fixed or monthly minimum processing fees and maintenance fees under contracts with an original expected duration of greater than one year.

4. Acquisitions and Dispositions

Acquisition of Ondot

On January 22, 2021, the Company acquired a remaining ownership interest in Ondot, a digital experience platform provider for financial institutions, for approximately $271 million, net of $13 million of acquired cash. The Company previously held a noncontrolling equity interest in Ondot, which was accounted for at cost. The remeasurement of the Company’s previously held equity interest to its acquisition-date fair value resulted in the recognition of a pre-tax gain of $12 million included within other income in the consolidated statements of income during the six months ended June 30, 2021. Ondot is included within the Payments segment and further expands the Company’s digital capabilities, enhancing its suite of integrated payments, banking and merchant solutions.

During the three months ended June 30, 2021, the Company identified and recorded measurement period adjustments to the preliminary Ondot purchase price allocation, which were the result of additional analysis performed and information identified based on facts and circumstances that existed as of the acquisition date. These measurement period adjustments resulted in a decrease to goodwill of $33 million. The offsetting amounts to the change in goodwill were primarily related to an increase in acquired software and technology of $30 million, customer relationships of $15 million and deferred income tax liabilities of $12 million. The Company recorded measurement period adjustments to the intangible assets as a result of additional refinements to valuations, including estimated future cash flows. Such measurement period adjustments did not have a material impact on the Company’s consolidated statements of income.

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



(In millions)
Cash and cash equivalents	$	13
Receivables and other assets	9
Intangible assets	142
Goodwill	177
Payables and other liabilities	(35)
Total consideration	$	306
Less: Fair value of previously held equity interest	(22)
Total purchase price	$	284

The allocation of the purchase price above remains preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations. Goodwill, not deductible for tax purposes, is primarily attributed to the anticipated value created by the combined scale of integrated digital solutions to consumers, merchants, acquirers, networks and card issuers. The preliminary amounts allocated to identifiable intangible assets are as follows:



(In millions)	Gross Carrying Amount		Weighted-Average Useful Life
Acquired software and technology	$	90	6 years
Customer relationships	35		10 years
Non-compete agreements and other	17		3 years
Total	$	142	7 years

The results of operations for Ondot are included in the consolidated results of the Company from the date of acquisition. Pro forma information for this acquisition is not provided because it did not have a material effect on the Company’s consolidated results of operations.

Acquisition of Pineapple Payments

On May 4, 2021, the Company acquired Pineapple Payments Holdings, LLC (“Pineapple Payments”), an independent sales organization that provides payment processing, proprietary technology, and payment acceptance solutions for merchants, for approximately $206 million, net of $6 million of acquired cash, and including earn-out provisions estimated at a fair value of $30 million (see Note 6). Pineapple Payments is included within the Acceptance segment, and expands the reach of the Company’s payment solutions through its technology- and relationship-led distribution channels. The preliminary allocation of purchase price resulted in the recognition of identifiable intangible assets, consisting primarily of customer relationships and residual buyout intangible assets, of approximately $81 million, and goodwill of approximately $124 million. The allocation of the purchase price is preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations. Goodwill, of which approximately $90 million is expected to be deductible for tax purposes, is primarily attributed to the anticipated value created by the accelerated delivery of new and innovative capabilities to merchant clients. The results of operations for Pineapple Payments are included in the consolidated results of the Company from the date of acquisition. Pro forma information for this acquisition is not provided because it did not have a material effect on the Company’s consolidated results of operations.

Other Acquisitions

On June 14, 2021, the Company acquired Spend Labs Inc. (“SpendLabs”), a mobile-native, cloud-based software provider of commercial card payment solutions. SpendLabs is included within the Payments segment and further expands the Company’s digital capabilities across mobile and desktop devices for small and mid-sized businesses. On March 1, 2021, the Company acquired Radius8, Inc. (“Radius8”), a provider of a platform that uses consumer location and other information to drive incremental merchant transactions. Radius8 is included within the Acceptance segment and enhances the Company’s ability to help merchants increase sales, expand mobile application registration and improve one-to-one target marketing. The Company acquired these businesses for an aggregate purchase price of approximately $49 million. The preliminary allocation of purchase price for these acquisitions resulted in the recognition of identifiable intangible assets, consisting primarily of acquired software and technology, of approximately $20 million and goodwill of approximately $30 million. The allocation of the purchase price is preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations. Goodwill,

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not expected to be deductible for tax purposes, is primarily attributed to the anticipated value created by advancing digital capabilities to the Company’s clients and the customers they serve. The results of operations for these acquired businesses are included in the consolidated results of the Company from the respective dates of acquisition. Pro forma information for these acquisitions is not provided because they did not have a material effect on the Company’s consolidated results of operations.

On March 2, 2020, the Company acquired MerchantPro Express LLC (“MerchantPro”), an independent sales organization that provides processing services, point-of-sale equipment and merchant cash advances to businesses across the United States. MerchantPro is included within the Acceptance segment and further expands the Company’s merchant services business. On March 18, 2020, the Company acquired Bypass Mobile, LLC (“Bypass”), an independent software vendor and innovator in enterprise point-of-sale systems for sports and entertainment venues, food service management providers and national restaurant chains. Bypass is included within the Acceptance segment and further enhances the Company’s ability to help businesses deliver seamless physical and digital customer experiences. On May 11, 2020, the Company acquired Inlet, LLC (“Inlet”), a provider of secure digital delivery solutions for enterprise and middle-market biller invoices and statements. Inlet is included within the Payments segment and further enhances the Company’s digital bill payment strategy. The Company acquired these businesses for an aggregate purchase price of $167 million, net of $2 million of acquired cash, and including earn-out provisions estimated at a fair value of $45 million (see Note 6). The purchase price allocations for these acquisitions resulted in the recognition of identifiable intangible assets totaling $81 million, goodwill of $90 million, and net assumed liabilities of $4 million. The purchase price allocation for the MerchantPro acquisition was finalized in the third quarter of 2020, and for the Bypass and Inlet acquisitions in the fourth quarter of 2020. Measurement period adjustments did not have a material impact on the consolidated statements of income. The goodwill recognized from these transactions, of which $36 million is deductible for tax purposes, is primarily attributed to synergies and the anticipated value created by selling the Company’s products and services to the acquired businesses’ existing client base.

The amounts allocated to identifiable intangible assets were as follows:



(In millions)	Gross Carrying Amount		Weighted-Average Useful Life
Customer relationships	$	32	14 years
Residual buyouts	35		9 years
Acquired software and technology	14		8 years
Total	$	81	11 years

The results of operations for these acquired businesses have been included in the consolidated results of the Company from the respective dates of acquisition. Pro forma information for these acquisitions is not provided because they did not have a material effect on the Company’s consolidated results of operations.

Dispositions

Effective July 1, 2020, the Company and Bank of America (“BANA”) dissolved the Banc of America Merchant Services joint venture (“BAMS” or the “joint venture”), of which the Company maintained a 51% controlling ownership interest. Upon dissolution of the joint venture’s operations, the joint venture transferred a proportionate share of value, primarily the client contracts, to each party via an agreed upon contractual separation. The remaining activities of the joint venture consist of supporting the transition of the business to each party and an orderly wind down of remaining BAMS assets and liabilities. Pursuant to the separation agreement, the joint venture retains the responsibility for certain contingencies that may arise from pre-dissolution activities, including potential credit losses for specified merchants in excess of established reserves and certain legal claims and contingencies. The Company may be obligated to fund a proportionate share of any such losses as incurred.

The Company continues to provide merchant processing and related services to former BAMS clients allocated to BANA, at BAMS pricing, through June 2023. The Company also provides processing and other support services to new BANA merchant clients pursuant to a five-year non-exclusive agreement which, after June 2023, will also apply to the former BAMS clients allocated to BANA. In addition, both the Company and BANA are entitled to certain transition services, at fair value, from each other through June 2023. The business transferred to the Company is included within the Acceptance segment.

On February 18, 2020, the Company sold a 60% controlling interest of its Investment Services business, subsequently renamed as Tegra118, LLC (“Tegra118”). The Company received pre-tax proceeds of $584 million, net of related expenses, resulting in a pre-tax gain on the sale of $428 million, with the related tax expense of $112 million recorded through the income tax provision, in the consolidated statements of income for the six months ended June 30, 2020. The pre-tax gain included $176 million related to the remeasurement of the Company’s 40% retained interest based upon the enterprise value of the business. The revenues, expenses and cash flows of the Investment Services business were consolidated into the Company’s financial

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results through the date of the sale transaction, and are reported within Corporate and Other (see Note 19). In conjunction with the sale transaction, the Company also entered into transition services agreements to provide, at fair value, various administration, business process outsourcing, technical and data center related services for defined periods to Tegra118.

On February 2, 2021, Tegra118 completed a merger with a third party, resulting in a dilution of the Company’s ownership interest in the combined new entity, Wealthtech Holdings, LLC, which was subsequently renamed as InvestCloud Holdings, LLC (“InvestCloud”). In connection with the transaction, the Company made an additional capital contribution of $200 million into the combined entity and recognized a pre-tax gain of $28 million within income (loss) from investments in unconsolidated affiliates in the consolidated statements of income, with related tax expense of $6 million recorded through the income tax provision, during the six months ended June 30, 2021. On June 30, 2021, the Company sold its entire ownership interest in InvestCloud for $466 million, resulting in a pre-tax gain of $33 million recorded within income (loss) from investments in unconsolidated affiliates in the consolidated statements of income, with related tax expense of $8 million recorded through the income tax provision, during the three months ended June 30, 2021. The Company will continue to provide various technical and data center related services under the terms of a pre-existing transition services agreement with InvestCloud, as described above.

5. Intangible Assets

Identifiable intangible assets consisted of the following:


(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
June 30, 2021
Customer relationships	$	15,373	$	4,528	$	10,845
Acquired software and technology	2,673		1,037		1,636
Trade names	622		205		417
Purchased software	1,069		394		675
Capitalized software and other intangibles