EFTA01382792.pdf

8- I/A Table of Contents FIRST DATA CORPORATION NOTES TO TILE CONSOLIDATED FINANCIAL STATEMENTS (Continued) In Decanber 2012, the Company acquired 100% of Clover Network, Inc., a provider of payment network semi= for total consideration of $54 million, net of cash acquired. The transaction consisted of net cash consideration of $34 million as well as a series of contingent payments based on the achievement of specified sales targets. These contingent payments are classified as purchase consideration if made to outside investors and compensation if made to current and future employees. As part of the purchase price, the Company recorded a $20 million liability for the contingent consideration due to outside investors based upon the net present value of the Company's estimate of the future payments. Thc acquisition is reported as part of the Global Business Solutions segment. Refer to Note 9 "Commitments and Contingencies" of these consolidated fmancial statements for additional information regarding the liability for contingent consideration. Note 4: Settlement Assets and Obligations Settlement assets and obligations result from the Company's processing services and associated settlement activities, including settlement of payment transactions. Settlement assets arc generated principally from merchant services transactions. Certain merchant settlement assets that relate to settlement obligations accrued by the Company are held by partner banks to which the Company does not have legal ownership but has the right to use to satisfy the related settlement obligation. Thc Company records corresponding settlement obligations for amounts payable to merchants and for payment instruments not yet presented for settlement. The difference in the aggregate amount of such assets and liabilities is primarily due to unrealized net investment gains and losses, which arc reported as OCI in equity. The principal components of the Company's settlement assets and obligations are as follows: As or December 31. (In millimes) 2014 2013 Settlement assets: Current settlement assets: Cash and cash equivalents $ 1,419 S 1.577 Investment securities 17 71 Due from card associations and bank partners 5,220 5,103 Due from merchants 899 791 7,555 7,542 Long-term settlement assets: Investment securities 3 15 $ ".558 Settlement obligations: Current settlement obligations: Payment instruments outstanding $ 82 $ 164 Card settlements due to merchants 7,475 7.389 $ 7,557 $ 7.553 The changes in settlement assets and obligations are presented on a net basis within operating activities in the Consolidated Statements of Cash Flows. However. because the changes in the settlement assets balance exactly offset changes in settlement obligations, the activity nets to zero. F-22 httplAvaw.see.gov/Arthitacledgar/datat883980/000119312515334479/d31022dsla.htmI10/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082286 CONFIDENTIAL SONY GM_00228470 EFTA01382792