FISERV INC
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | ||||
For the quarterly period ended
March 31, 2025
OR
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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
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of
Incorporation or Organization) |
(I. R. S. Employer
Identification No.) |
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(Address of Principal Executive Offices and zip code)
(
262
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879-5000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act
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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
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No
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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
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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.
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Smaller reporting company |
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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.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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As of April 18, 2025, there were
554,433,824
shares of common stock, $0.01 par value, of the registrant outstanding.
INDEX
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| Item 2. | ||||||||
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| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Fiserv, Inc.
Consolidated Statements of Income
(In millions, except per share data)
(Unaudited)
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Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Revenue: | |||||||||||
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Processing and services
(1)
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$ |
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$ |
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| Product |
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| Total revenue |
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| Expenses: | |||||||||||
| Cost of processing and services |
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| Cost of product |
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| Selling, general and administrative |
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| Net gain on sale of other assets |
(
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| Total expenses |
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| Operating income |
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| Interest expense, net |
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| Other expense, net |
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| Income before income taxes and loss from investments in unconsolidated affiliates |
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| Income tax provision |
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(
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| Loss from investments in unconsolidated affiliates |
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(
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| Net income |
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Less: net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interest
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(
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| Net income attributable to Fiserv, Inc. | $ |
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$ |
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| Net income attributable to Fiserv, Inc. per share: | |||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Shares used in computing net income attributable to Fiserv, Inc. per share: | |||||||||||
| Basic |
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| Diluted |
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(1)
Includes processing and other fees charged to related party investments accounted for under the equity method of $
36
million and $
40
million for the three months ended March 31, 2025 and 2024, respectively (see Note 19).
See accompanying notes to consolidated financial statements.
1
Fiserv, Inc.
Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
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Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Net income | $ |
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$ |
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Other comprehensive income (loss):
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| Fair market value adjustment on derivatives |
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Reclassification adjustment for net realized losses (gains) on cash flow hedges included in cost of processing and services
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(
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| Reclassification adjustment for net realized losses on cash flow hedges included in net interest expense |
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| Tax impacts of derivatives |
(
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(
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| Unrealized loss on defined benefit pension plans (see Note 1) |
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(
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| Tax impacts of defined benefit pension plans |
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| Foreign currency translation |
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(
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| Tax impacts of foreign currency translation |
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(
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Total other comprehensive income (loss)
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(
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| Comprehensive income | $ |
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$ |
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Less: net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interest
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(
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| Less: other comprehensive income (loss) attributable to noncontrolling interests |
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(
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| Comprehensive income attributable to Fiserv, Inc. | $ |
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$ |
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See accompanying notes to consolidated financial statements.
2
Fiserv, Inc.
Consolidated Balance Sheets
(In millions)
(Unaudited)
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March 31,
2025 |
December 31,
2024 |
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| Assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Trade accounts receivable, less allowance for doubtful accounts |
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| Prepaid expenses and other current assets |
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| Settlement assets |
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| Total current assets |
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| Property and equipment, net |
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| Customer relationships, net |
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| Other intangible assets, net |
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| Goodwill |
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| Contract costs, net |
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| Investments in unconsolidated affiliates |
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| Other long-term assets |
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| Total assets | $ |
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$ |
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| Liabilities and Equity | |||||||||||
| Accounts payable and other current liabilities | $ |
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$ |
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| Short-term and current maturities of long-term debt |
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| Contract liabilities |
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| Settlement obligations |
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| Total current liabilities |
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| Long-term debt |
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| Deferred income taxes |
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| Long-term contract liabilities |
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| Other long-term liabilities |
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| Total liabilities |
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Commitments and Contingencies (see Note 18)
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| Fiserv, Inc. Shareholders’ Equity: | |||||||||||
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Preferred stock,
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Common stock, $
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| Additional paid-in capital |
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| Accumulated other comprehensive loss |
(
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(
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| Retained earnings |
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Treasury stock, at cost,
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(
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(
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| Total Fiserv, Inc. shareholders’ equity |
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| Noncontrolling interests |
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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See accompanying notes to consolidated financial statements.
3
Fiserv, Inc.
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
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Three Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and other amortization |
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| Amortization of acquisition-related intangible assets |
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| Amortization of financing costs and debt discounts |
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| Share-based compensation |
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| Deferred income taxes |
(
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(
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Net gain on sale of other assets
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(
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| Loss from investments in unconsolidated affiliates |
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| Distributions from unconsolidated affiliates |
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| Non-cash foreign currency exchange loss |
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| Other operating activities |
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(
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| Changes in assets and liabilities, net of effects from acquisitions and dispositions: | |||||||||||
| Trade accounts receivable |
(
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| Prepaid expenses and other assets |
(
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(
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| Contract costs |
(
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(
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| Accounts payable and other liabilities |
(
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(
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| Contract liabilities |
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| Net cash provided by operating activities |
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| Cash flows from investing activities: | |||||||||||
| Capital expenditures, including capitalized software and other intangibles |
(
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(
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| Payments for acquisition of businesses, net of cash acquired |
(
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Merchant cash advances, net
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(
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| Distributions from unconsolidated affiliates |
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| Purchases of investments |
(
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(
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| Proceeds from sale of investments |
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| Other investing activities |
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| Net cash used in investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Debt proceeds |
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| Debt repayments |
(
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(
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| Net borrowings from (repayments of) commercial paper and short-term borrowings |
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(
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| Payments of debt financing costs |
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(
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| Proceeds from issuance of treasury stock |
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| Purchases of treasury stock, including employee shares withheld for tax obligations |
(
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(
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| Settlement activity, net |
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Distributions paid to noncontrolling interests and redeemable noncontrolling interest
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(
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| Other financing activities |
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Net cash provided by (used in) financing activities
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(
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| Effect of exchange rate changes on cash and cash equivalents |
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(
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| Net change in cash and cash equivalents |
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| Cash and cash equivalents, beginning balance |
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| Cash and cash equivalents, ending balance | $ |
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$ |
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See accompanying notes to consolidated financial statements.
4
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 months ended March 31, 2025 and 2024 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, 2024.
Principles of Consolidation
The consolidated financial statements include the accounts of Fiserv, Inc. and its subsidiaries in which the Company holds a majority controlling financial interest. All intercompany transactions and balances between the Company and its subsidiaries have been eliminated in consolidation. Control is typically 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 in the consolidated statements of income. Significant influence over an affiliate’s operations generally coincides with an ownership interest of between 20% and 50%; for partnerships and limited liability companies, an ownership interest of between 3% and 50%; or board of director representation may also constitute significant influence.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and investments with original maturities of 90 days or less and are stated at cost in the consolidated balance sheets, which approximates market value. Cash and cash equivalents that are restricted from use due to contractual or legal restrictions are included in other long-term assets in the consolidated balance sheets. Cash and cash equivalents held on behalf of merchants and other payees are included in settlement assets in the consolidated balance sheets. The changes in settlement cash and cash equivalents are included in settlement activity, net within cash flows from financing activities in the consolidated statements of cash flows.
5
The following table provides a reconciliation between cash and cash equivalents on the consolidated balance sheets and the consolidated statements of cash flows:
| (In millions) | March 31, 2025 | December 31, 2024 | March 31, 2024 | ||||||||||||||
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Cash and cash equivalents on the consolidated balance sheets
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$ |
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$ |
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$ |
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Cash and cash equivalents included in settlement assets
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| Other restricted cash |
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Total cash and cash equivalents on the consolidated statements of cash flows
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$ |
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$ |
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$ |
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Allowance for Doubtful Accounts
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
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Prepaid maintenance, postage and insurance
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$ |
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$ |
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| Other prepaid expenses |
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Total prepaid expenses
(1)
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Income tax receivables
(2)
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Clover Capital cash advances, net
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Settlement advance cash payments
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| Other current assets |
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| Total other current assets |
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| Total prepaid expenses and other current assets | $ |
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$ |
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(1)
Prepaid expenses represent advance payments for goods and services to be consumed in the future.
(2)
Includes receivables associated with transferable federal tax credits (see Note 15).
Settlement Assets and Obligations
Settlement assets and obligations represent intermediary balances arising from the settlement process, which involves the transfer of funds among card issuers, payment networks, processors, merchants and consumers, and collateral amounts held to manage merchant credit risk, primarily associated with the Company’s merchant acquiring services. As a processor, the Company facilitates the clearing and settlement activity for the merchant and records settlement assets and obligations upon processing a payment transaction. Settlement assets represent cash received or amounts receivable from agents, payment
6
networks, bank partners, merchants or direct consumers. Settlement obligations represent amounts payable to merchants and payees.
Certain merchant settlement assets (included within settlement receivables) that relate to settlement obligations are held by partner banks to which the Company does not have legal ownership, but which the Company has the right to use, to satisfy the related settlement obligations. The Company records settlement obligations for amounts payable to merchants and for outstanding payment instruments issued to payees that have not yet been presented for settlement.
Allowance 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 a 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 mitigate this risk. Collateral held by the Company, or held by partner banks for the Company’s benefit, is classified within settlement assets, and the obligation to repay the collateral is classified within settlement obligations in the consolidated balance sheets. The amount of merchant collateral available to the Company was $
576
million and $
598
million at March 31, 2025 and December 31, 2024, respectively. The Company also utilizes a number of systems and procedures to manage merchant credit risk. Despite these efforts, the Company experiences losses due to merchant defaults. The aggregate merchant credit loss expense, recognized by the Company within cost of processing and services in the consolidated statements of income, was $
28
million and $
25
million for the three months ended March 31, 2025 and 2024, respectively.
Goodwill
Foreign Currency
The U.S. dollar is the functional currency of the Company’s U.S.-based and certain foreign-based businesses. Where the functional currency differs from the U.S. dollar, assets and liabilities are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rates during the reporting period. Gains and losses from foreign currency translation are recorded as a separate component of accumulated other comprehensive loss. Gains and losses from foreign currency transactions are included in determining net income for the reporting period.
Financial statements of subsidiaries located in highly inflationary economies outside of the U.S. are remeasured into U.S. dollars, and the foreign currency gains and losses from the remeasurement of monetary assets and liabilities are reflected in the consolidated statements of income, rather than as foreign currency translation within accumulated other comprehensive loss in the consolidated balance sheets. The remeasurement of monetary assets and liabilities in highly inflationary economies, including Argentina, resulted in foreign currency exchange losses of $
18
million and $
35
million for the three months ended March 31, 2025 and 2024, respectively, which is included within other expense, net in the consolidated statements of income.
7
To reduce exposure to changes in the value of the Company’s net investments in certain of its foreign currency-denominated subsidiaries due to changes in foreign currency exchange rates, the Company uses fixed-to-fixed cross-currency rate swap contracts and foreign currency-denominated debt as economic hedges of its net investments in such foreign currency-denominated subsidiaries. Foreign currency transaction gains or losses on the qualifying net investment hedge instruments are recorded as foreign currency translation, net of tax, within other comprehensive income (loss) in the consolidated statements of comprehensive income and will remain in accumulated other comprehensive loss within the consolidated balance sheets until the sale or complete liquidation of the underlying foreign currency-denominated subsidiaries.
Derivatives
Defined Benefit Pension Plans
Upon the settlement of the terminated plans, which was completed in the fourth quarter of 2024, the Company funded a plan termination liability shortfall for the U.S. defined benefit pension plan of $
20
million and recognized a non-cash pre-tax pension settlement charge for the U.S. and U.K. plans of $
147
million. The Company expects to receive a refund, net of excise tax, of approximately $
40
million of residual surplus related to the U.K. plan in 2025.
Interest Expense, Net
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Three Months Ended
March 31, |
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| (In millions) | 2025 | 2024 | |||||||||
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Interest expense
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$ |
(
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$ |
(
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Interest income
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Interest expense, net
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$ |
(
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$ |
(
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2.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncement
In 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07,
Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures
(“ASU 2023-07”), which enhances and expands the current annual and interim requirements on segment information disclosures. Under the new disclosure requirements, entities are required to disclose, on an annual and interim basis: significant segment expense categories and amounts for each reportable segment that are included in the reported measure of segment profit or loss and regularly provided to the chief operating decision maker (“CODM”); an aggregate amount and qualitative description of other segment items
8
included in each reported measure of segment profit or loss for each reportable segment; measures of a segment’s profit or loss that are used by the CODM to assess segment performance and decide how to allocate resources; and disclosure of the title and position of the individual or the name of the group identified as the CODM. For public entities, the provisions within ASU 2023-07 are to be applied retrospectively for all comparative periods and were effective for fiscal years beginning after December 15, 2023, and for interim periods of fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 effective for the year ended December 31, 2024, with retrospective application of the additional segment information for the years ended December 31, 2023 and 2022. Additional information regarding the Company’s reportable segments, including the application of the provisions of ASU 2023-07 for the three months ended March 31, 2025 and 2024, is included in Note 20 to the consolidated financial statements.
Recently Issued Accounting Pronouncements
In 2023, the FASB issued ASU No. 2023-09
, Income Taxes (Topic 740) - Improvement to Income Tax Disclosures
(“ASU 2023-09”
),
which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 requires entities to consistently categorize and provide greater disaggregation of information within the income tax reconciliation to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective and statutory tax rates. For public entities, the provisions within ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and for interim periods of fiscal years beginning after December 15, 2025. The Company is currently assessing the impact the adoption of ASU 2023-09 will have on its consolidated financial statement disclosures.
In 2024, the FASB issued ASU No. 2024-03,
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
(“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. Under ASU 2024-03, entities will be required to disaggregate information, in tabular format, about specific natural expense categories underlying certain income statement expense line items that are considered ‘relevant’, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Additionally, ASU 2024-03 requires the disclosure of selling expenses, along with how an entity defines such expenses. For public entities, the provisions within ASU 2024-03 (as further clarified through ASU No. 2025-01,
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
) are effective for the first annual reporting period beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, they may be applied retrospectively for all comparative periods following the effective date. The Company is currently assessing the impact the adoption of ASU 2024-03 will have on its consolidated financial statement disclosures.
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 and the Financial reportable segments (see Note 20).
The table below presents the Company’s revenue disaggregated by business line, including a reconciliation with its reportable segments. The Company serves its global client base by working among its geographic teams across various regions, including the U.S. and Canada; Europe, Middle East and Africa (“EMEA”); Latin America (“LATAM”); and Asia Pacific (“APAC”). The majority of the Company’s revenue is earned in the U.S., with revenue generated within its EMEA, LATAM and APAC regions comprising approximately
14
% and
15
% of total revenue for the three months ended March 31, 2025 and 2024, respectively.
9
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(In millions)
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Three Months Ended March 31, | |||||||||||||
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Revenue by Business Line
|
2025 | 2024 | ||||||||||||
| Small Business | $ |
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$ |
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| Enterprise |
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| Processing |
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| Total Merchant Solutions segment revenue | $ |
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$ |
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||||||||||
|
Digital Payments
|
$ |
|
$ |
|
||||||||||
|
Issuing
|
|
|
||||||||||||
|
Banking
|
|
|
||||||||||||
| Total Financial Solutions segment revenue | $ |
|
$ |
|
||||||||||
| Corporate and Other | $ |
|
$ |
|
||||||||||
|
Total Revenue
|
$ |
|
$ |
|
||||||||||
Contract Balances
The following table provides information about contract assets and contract liabilities from contracts with customers:
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Contract assets | $ |
|
$ |
|
|||||||
| Contract liabilities |
|
|
|||||||||
Transaction Price Allocated to Remaining Performance Obligations
The following table includes estimated processing and services revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) at March 31, 2025:
| (In millions) | |||||
| Year Ending December 31, | |||||
| Remainder of 2025 | $ |
|
|||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
| Thereafter |
|
||||
The Company applies the optional exemption under Accounting Standards Codification (“ASC”) Topic 606,
Revenue from Contracts with Customers
(“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.
10
4.
Acquisitions
Acquisitions were accounted for as business combinations using the acquisition method of accounting in accordance with ASC Topic 805,
Business Combinations
. Purchase price was allocated to the respective identifiable assets acquired and liabilities assumed based on the estimated fair values at the date of acquisitions. The results of operations for the following acquired businesses are included in the consolidated results of the Company from the respective dates of acquisition. Pro forma information for these acquired businesses is not provided because they did not have a material effect, individually or in the aggregate, on the Company’s consolidated results of operations.
Acquisition of Payfare
On March 2, 2025, the Company acquired Payfare, Inc. (“Payfare”), a Canada-based provider of program management solutions powering instant access to earnings and banking solutions for workforces, for a purchase price, including deferred payments, of $
95
million, net of $
46
million of acquired cash. Payfare is included within the Financial Solutions (“Financial”) segment and expands the Company’s embedded finance capabilities.
The preliminary allocation of purchase price resulted in the recognition of identifiable intangible assets, including acquired software and technology, of approximately $
37
million with an estimated useful life of
7
years, $
55
million of goodwill and $
49
million of other net assets, including acquired cash. The allocation of the purchase price is preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations. Goodwill, which is not deductible for tax purposes, is primarily attributed to the anticipated value created by further enhancing the Company’s finance solutions in embedded banking, payments and lending for large enterprises and financial institutions.
Acquisition of CCV
On March 18, 2025, the Company acquired CCV Group B.V. (“CCV”), a Netherlands-based supplier of point-of sale (“POS”) payment solutions, for $
229
million, net of $
26
million of acquired cash. CCV is included within the Merchant Solutions (“Merchant”) segment and expands the Company’s network of payment solutions.
The preliminary allocation of purchase price resulted in the recognition of identifiable intangible assets, including customer relationships, of approximately $
96
million with an estimated useful life of
5
years, $
121
million of goodwill and $
38
million of other net assets, including acquired cash. The allocation of the purchase price is preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations. Goodwill, which is not deductible for tax purposes, is primarily attributed to the anticipated value created by enabling the Company’s ability to accelerate the deployment of its Clover POS and business management platform, providing enhanced capabilities and innovation to an expansive combined merchant and partner base across Europe.
11
5.
Intangible Assets
Identifiable intangible assets consisted of the following:
| (In millions) |
Gross
Carrying Amount |
Accumulated
Amortization |
Net Book
Value |
||||||||||||||
| March 31, 2025 | |||||||||||||||||
| Customer relationships | $ |
|
$ |
|
$ |
|
|||||||||||
| Acquired software and technology |
|
|
|
||||||||||||||
| Trade names |
|
|
|
||||||||||||||
| Purchased software |
|
|
|
||||||||||||||
| Capitalized software and other intangibles |
|
|
|
||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
|||||||||||
| December 31, 2024 | |||||||||||||||||
| Customer relationships | $ |
|
$ |
|
$ |
|
|||||||||||
| Acquired software and technology |
|
|
|
||||||||||||||
| Trade names |
|
|
|
||||||||||||||
| Purchased software |
|
|
|
||||||||||||||
| Capitalized software and other intangibles |
|
|
|
||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
|||||||||||
Amortization expense associated with the above identifiable intangible assets was $
559
million and $
534
million for the three months ended March 31, 2025 and 2024, respectively.
6.
Investments in Unconsolidated Affiliates
The Company maintains investments in various affiliates that are accounted for as equity method investments, the most significant of which are related to the Company’s merchant alliances. The Company’s share of net income or loss from these investments is reported within income (loss) from investments in unconsolidated affiliates and the related tax expense or benefit is reported within the income tax provision in the consolidated statements of income. The Company reviews its equity method investments each reporting period for indications of an other-than-temporary decline in value, including any significant changes in business relationships with merchant alliances. A decline in value of an equity method investment determined to be other-than-temporary is recorded as a current-period impairment charge within income (loss) from investments in unconsolidated affiliates in the consolidated statements of income.
Merchant Alliances
The Company maintains ownership interests in various merchant alliances. A merchant alliance is an agreement between the Company and a financial institution that combines the processing capabilities and management expertise of the Company with the visibility and distribution channel of the financial institution. A merchant alliance acquires credit and debit card transactions from merchants. The Company provides processing and other services to the merchant alliance and charges fees to the alliance based on contractual pricing (see Note 19). The Company’s investment in its merchant alliances was $
1.2
billion at both March 31, 2025 and December 31, 2024, and is reported within investments in unconsolidated affiliates in the consolidated balance sheets.
The Company maintained a
40
% ownership interest in the Wells Fargo Merchant Services merchant alliance (“WFMS”), which was accounted for as an equity method investment. The Company acquired its ownership, at fair value, in WFMS through its 2019 acquisition of First Data Corporation. In the third quarter of 2024, Wells Fargo Bank, National Association (“Wells Fargo”) provided the Company with a notice of non-renewal for WFMS. Upon the expiration of the joint venture on April 1, 2025, the Company received a cash payment of $
453
million, which is subject to adjustment in the second quarter of 2025 upon completion of the contractual valuation and separation process.
12
During the year ended December 31, 2024, the Company recorded a $
595
million non-cash impairment as a result of an other-than-temporary decline in the fair value of its equity method investment in WFMS within loss from investments in unconsolidated affiliates, with the related tax benefit of $
129
million recorded through the income tax provision, in the consolidated statement of income. The Company recorded an initial pre-tax impairment charge of $
570
million in the third quarter of 2024 based upon the Company’s estimate of the fair value of its portion of WFMS. An additional $
25
million pre-tax impairment charge was recorded in the fourth quarter of 2024 based upon the expected cash payment, as determined in accordance with the contractual valuation and separation process.
Other Equity Investments
The Company also maintains investments, over which it does not have significant influence, in various equity securities without a readily determinable fair value. Such investments totaled $
259
million and $
250
million at March 31, 2025 and December 31, 2024, respectively, and are primarily 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. To the extent such events or changes occur, the Company evaluates the fair value compared to its cost basis in the investment. Gains or losses from a sale of these investments or a change in fair value are included within other expense, net in the consolidated statements of income for the period. Adjustments made to the values recorded for certain equity securities and net gains from sales of equity securities were
not
significant during the three months ended March 31, 2025, and were $
21
million during the three months ended March 31, 2024.
7.
Derivatives and Hedging Instruments
In order to limit exposure to risk, the Company maintains derivative instruments with creditworthy institutions to hedge against changing interest rates and foreign currency rate fluctuations. The Company utilizes forward exchange contracts, fixed-to-fixed cross-currency rate swap contracts and other non-derivative hedging instruments to manage such risk. The Company has designated these instruments as cash flow hedges, net investment hedges, or fair value hedges, as further described below. Derivative instruments maintained by the Company are measured on a recurring basis and are recorded at fair value either as an asset or liability in the consolidated balance sheets (see Note 8).
Cash Flow Hedges
The Company maintains forward exchange contracts, designated as cash flow hedges, to hedge foreign currency exposure to the Indian Rupee. The notional amount of these derivatives was $
449
million and $
481
million at March 31, 2025 and December 31, 2024, respectively. Based on the amounts recorded in accumulated other comprehensive loss at March 31, 2025, the Company estimates that it will recognize losses of approximately $
3
million in cost of processing and services during the next twelve months as foreign exchange forward contracts settle.
The Company previously entered into treasury lock agreements (“Treasury Locks”), designated as cash flow hedges, to manage exposure to fluctuations in benchmark interest rates in anticipation of the issuance of fixed rate debt in connection with the acquisition and refinancing of certain indebtedness of First Data Corporation and its subsidiaries. In 2019, concurrent with the issuance of U.S dollar-denominated senior notes, the Treasury Locks were settled resulting in a loss, net of income taxes, and recorded in accumulated other comprehensive loss that is being amortized to earnings over the terms of the originally forecast interest payments. The unamortized balance recorded in accumulated other comprehensive loss related to the Treasury Locks was $
98
million and $
101
million at March 31, 2025 and December 31, 2024, respectively. Based on the amounts recorded in accumulated other comprehensive loss at March 31, 2025, the Company estimates that it will recognize approximately $
13
million in net interest expense during the next twelve months related to settled interest rate hedge contracts.
Net Investment Hedges
To reduce exposure to changes in the value of the Company’s net investments in certain of its foreign currency-denominated subsidiaries due to changes in foreign currency exchange rates, the Company uses fixed-to-fixed cross-currency rate swap contracts and foreign currency-denominated debt as economic hedges of its net investments in such foreign currency-denominated subsidiaries.
13
The aggregate notional amount of the fixed-to-fixed cross-currency rate swap contracts were as follows:
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
|
Currency
|
|||||||||||
|
Euros
|
|
|
|||||||||
|
Singapore Dollars
|
|
|
|||||||||
| Canadian Dollars |
|
|
|||||||||
These fixed-to-fixed cross-currency rate swaps have been designated as net investment hedges to hedge a portion of the Company’s net investment in certain subsidiaries whose functional currencies are the Euro, Singapore Dollar, and Canadian Dollar. The Company has also designated certain of its Euro- and British Pound-denominated senior notes and Euro commercial paper notes as net investment hedges to hedge a portion of its net investment in certain subsidiaries whose functional currencies are the Euro and the British Pound.
Foreign currency transaction gains or losses on the qualifying net investment hedge instruments are recorded as foreign currency translation within other comprehensive income (loss) in the consolidated statements of comprehensive income and will remain in accumulated other comprehensive loss in the consolidated balance sheets until the sale or complete liquidation of the underlying foreign currency-denominated subsidiaries.
Foreign currency transaction gains (losses), net of income tax, related to net investment hedges that were recorded as foreign currency translation within other comprehensive income (loss) in the consolidated statements of comprehensive income were as follows:
|
Three Months Ended
March 31, |
|||||||||||
| (In millions) | 2025 | 2024 | |||||||||
|
Cross-currency rate swap contracts
|
$ |
(
|
$ |
|
|||||||
|
Foreign currency-denominated debt
|
(
|
|
|||||||||
The Company recorded income tax impacts of $
40
million and $(
31
) million during the three months ended March 31, 2025 and 2024, respectively, in other comprehensive income (loss) from the translation of foreign currency-denominated senior notes, Euro commercial paper notes and cross-currency rate swap contracts.
Fair Value Hedges
The Company maintains a fixed-to-fixed cross-currency rate swap contract in the notional amount of
525
million British Pounds, designated as a fair value hedge, to mitigate the spot foreign exchange rate risk on the principal amount of its British Pound-denominated
2.250
% senior notes due in July 2025, and previously maintained fixed-to-fixed cross-currency rate swap contracts on the principal amount of a Euro-denominated intercompany note, which was repaid in 2024. Net changes in the fair value of the cross-currency rate swaps ($
20
million gain and $
2
million loss for the three months ended March 31, 2025 and 2024, respectively), along with the offsetting change in the fair value of the hedged notes, attributable to fluctuations in the respective foreign currency spot rates are recognized in other expense, net within the consolidated statements of income.
8.
Fair Value Measurements
The fair values of cash equivalents, trade accounts receivable, other current assets, settlement assets and obligations, accounts payable, and client deposits approximate their respective carrying values due to the short period of time to maturity. Derivative instruments maintained by the Company (see Note 7) are measured on a recurring basis based on foreign currency spot rates and forwards quoted by banks and foreign currency dealers and are marked to market each period. The Company’s obligation to purchase a redeemable noncontrolling interest in one of its merchant alliance joint ventures (see Note 11) is measured at the estimated fair value of the minority interest. Such obligation will be settled in 2025 through the distribution of certain merchant contracts to the minority partner. The fair value of the Company’s contingent liability for current expected credit losses associated with its debt guarantees, as further described below, is estimated based on assumptions of future risk of default and the corresponding level of credit losses at the time of default.
14
Assets and liabilities measured at fair value on a recurring basis consisted of the following:
| Fair Value | |||||||||||||||||||||||
| (In millions) | Classification | Fair Value Hierarchy |
March 31,
2025 |
December 31,
2024 |
|||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cross-currency rate swap contract designated as net investment hedge | Prepaid expenses and other current assets | Level 2 | $ |
|
$ |
|
|||||||||||||||||
| Cross-currency rate swap contract designated as fair value hedge | Prepaid expenses and other current assets | Level 2 |
|
|
|||||||||||||||||||
| Cross-currency rate swap contracts designated as net investment hedges | Other long-term assets | Level 2 |
|
|
|||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Cross-currency rate swap contract designated as fair value hedge | Accounts payable and other current liabilities | Level 2 | $ |
|
$ |
|
|||||||||||||||||
| Cross-currency rate swap contracts designated as net investment hedges | Accounts payable and other current liabilities | Level 2 |
|
|
|||||||||||||||||||
| Forward exchange contracts designated as cash flow hedges | Accounts payable and other current liabilities | Level 2 |
|
|
|||||||||||||||||||
| Forward exchange contracts designated as cash flow hedges | Other long-term liabilities | Level 2 |
|
|
|||||||||||||||||||
| Cross-currency rate swap contracts designated as net investment hedges | Other long-term liabilities | Level 2 |
|
|
|||||||||||||||||||
| Obligation to purchase redeemable noncontrolling interest | Accounts payable and other current liabilities |
Level 3
|
|
|
|||||||||||||||||||
| Contingent debt guarantee | Other long-term liabilities | Level 3 |
|
|
|||||||||||||||||||
Debt
The Company’s senior notes are recorded at amortized cost but measured at fair value for disclosure purposes. The estimated fair value of senior notes was based on matrix pricing which considers readily observable inputs of comparable securities (Level 2 of the fair value hierarchy). The carrying value of the Company’s foreign lines of credit, commercial paper notes and
revolving credit facility borrowings
approximates fair value as these instruments have variable interest rates and the Company has not experienced any change to its credit ratings (Level 2 of the fair value hierarchy). The estimated fair value of total debt, excluding finance leases and other financing obligations, was $
26.1
billion and $
23.2
billion at March 31, 2025 and December 31, 2024, respectively, and the carrying value was $
26.7
billion and $
23.9
billion at March 31, 2025 and December 31, 2024, respectively.
Debt Guarantee Arrangements
The Company maintains noncontrolling ownership interests in Sagent M&C, LLC and defi SOLUTIONS Group, LLC (collectively the “Lending Joint Ventures”), which are accounted for under the equity method. The Company’s net investment in the Lending Joint Ventures was $
72
million and $
49
million at March 31, 2025 and December 31, 2024, respectively. The Lending Joint Ventures maintain variable-rate term loan facilities with aggregate outstanding borrowings of $
415
million in senior unsecured debt at March 31, 2025 and variable-rate revolving credit facilities with an aggregate borrowing capacity of $
83
million with a syndicate of banks, which mature in April 2027. There were $
28
million of aggregate outstanding borrowings on the revolving credit facilities at March 31, 2025. The Company has guaranteed the debt of the Lending Joint Ventures.
The Company maintains liabilities for its obligations to perform over the term of its debt guarantee arrangements with the Lending Joint Ventures, which are reported within other long-term liabilities in the consolidated balance sheets. The Company has provided aggregate guarantees of $
498
million associated with the debt of the Lending Joint Ventures and is entitled to receive a defined fee in exchange for its guarantee of this indebtedness. The Company has not made any payments under the
15
guarantees, nor has it been called upon to do so, and does not anticipate that the Lending Joint Ventures will fail to fulfill their debt obligations.
The non-contingent component of the Company’s debt guarantee arrangements is recorded at amortized cost, but measured at fair value for disclosure purposes. The carrying value of the Company’s non-contingent liability of $
19
million and $
21
million approximates the fair value at March 31, 2025 and December 31, 2024, respectively (Level 3 of the fair value hierarchy). Such guarantees will be amortized in future periods over the contractual term of the debt. The contingent component of the Company’s debt guarantee arrangements represents the current expected credit losses to which the Company is exposed. The amount of the liability, as reflected within the table above, is estimated based on certain financial metrics of the Lending Joint Ventures and historical industry data, which is used to develop assumptions of the likelihood the guaranteed parties will default and the level of credit losses in the event a default occurs. The Company recognized $
5
million and $
4
million during the three months ended March 31, 2025 and 2024, respectively, within other expense, net in its consolidated statements of income related to its release from risk under the non-contingent guarantees as well as a change in the provision of estimated credit losses associated with the indebtedness of the Lending Joint Ventures.
Other Non-Financial Assets
9.
Accounts Payable and Other Current Liabilities
Accounts payable and other current liabilities consisted of the following:
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Trade accounts payable | $ |
|
$ |
|
|||||||
| Client deposits |
|
|
|||||||||
|
Transferable federal tax credits (see Note 15)
|
|
|
|||||||||
| Accrued compensation and benefits |
|
|
|||||||||
| Accrued taxes |
|
|
|||||||||
| Accrued interest |
|
|
|||||||||
| Accrued payment network fees |
|
|
|||||||||
| Operating lease liabilities |
|
|
|||||||||
| Accrued professional fees |
|
|
|||||||||
| Obligation to purchase redeemable noncontrolling interest (see Note 11) |
|
|
|||||||||
| Other accrued expenses |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
16
10.
Debt
The Company’s debt consisted of the following:
| (In millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Short-term and current maturities of long-term debt: | ||||||||||||||
| Foreign lines of credit | $ |
|
$ |
|
||||||||||
| Finance lease and other financing obligations |
|
|
||||||||||||
| Total short-term and current maturities of long-term debt | $ |
|
$ |
|
||||||||||
| Long-term debt: | ||||||||||||||
|
|
$ |
|
$ |
|
||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
| U.S. dollar commercial paper notes |
|
|
||||||||||||
| Euro commercial paper notes |
|
|
||||||||||||
| Revolving credit facility |
|
|
||||||||||||
| Unamortized discount and deferred financing costs |
(
|
(
|
||||||||||||
| Finance lease and other financing obligations |
|
|
||||||||||||
| Total long-term debt | $ |
|
$ |
|
||||||||||
The Company was in compliance with all financial debt covenants during the three months ended March 31, 2025.
Senior Notes
In August 2024, the Company completed the public offering and issuance of $
1.75
billion of senior notes, comprised of $
850
million aggregate principal amount of
4.750
% senior notes due in March 2030 and $
900
million aggregate principal amount of
5.150
% senior notes due in August 2034. Interest on these senior notes is paid semi-annually. The Company used the net proceeds from this senior notes offering for general corporate purposes, including the repayment of a portion of the Company’s commercial paper notes and for share repurchases.
In March 2024, the Company completed the public offering and issuance of $
2.0
billion of senior notes, comprised of $
750
million aggregate principal amount of
5.150
% senior notes due in March 2027, $
500
million aggregate principal amount of
5.350
% senior notes due in March 2031 and $
750
million aggregate principal amount of
5.450
% senior notes due in March 2034. Interest on these senior notes is paid semi-annually. The Company used the net proceeds from this senior notes offering
17
for general corporate purposes, including the repayment of a portion of the Company’s commercial paper notes and for share repurchases, and in July 2024, the repayment of a portion of its
2.750
% senior notes.
At March 31, 2025, the
3.850
% senior notes due in June 2025 and
2.250
% senior notes due in July 2025 were classified in the consolidated balance sheet as long-term, as the Company has the intent to refinance this debt on a long-term basis, and the ability to do so under its revolving credit facility.
The indentures governing the Company’s senior notes contain covenants that, among other matters, limit (i) the Company’s ability to consolidate or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, another person, (ii) the Company’s and certain of its subsidiaries’ ability to create or assume liens, and (iii) the Company’s and certain of its subsidiaries’ ability to engage in sale and leaseback transactions. The Company may, at its option, redeem the senior notes, in whole or in part, at any time and from time to time at the applicable redemption price.
Commercial Paper
The Company maintains unsecured U.S. dollar and Euro commercial paper programs. From time to time, the Company may issue under these programs U.S. dollar commercial paper with maturities of up to
397
days from the date of issuance and Euro commercial paper with maturities of up to
183
days from the date of issuance. Outstanding borrowings under the U.S. dollar program were $
2.8
billion and $
221
million at March 31, 2025 and December 31, 2024, respectively, with weighted average interest rates of
4.652
% and
4.534
%, respectively. Outstanding borrowings under the Euro program were $
1.3
billion and $
1.2
billion at March 31, 2025 and December 31, 2024, respectively, with weighted average interest rates of
2.584
% and
3.115
%, respectively. The Company intends to maintain available capacity under its revolving credit facility, as described below, in an amount at least equal to the aggregate outstanding borrowings under its commercial paper programs. Outstanding borrowings under the commercial paper programs are classified in the consolidated balance sheets as long-term as the Company has the intent to refinance this commercial paper on a long-term basis through the continued issuance of new commercial paper upon maturity, and the Company also has the ability to refinance such commercial paper under its revolving credit facility.
Revolving Credit Facility
The Company maintains a senior unsecured multicurrency revolving credit facility, which matures in June 2027 and provides for a maximum aggregate principal amount of availability of $
6.0
billion. Borrowings under the credit facility bear interest at a variable base rate, determined by the term and currency of the borrowing, plus a specified margin based on the Company’s long-term debt rating. Outstanding borrowings under the revolving credit facility were $
72
million and $
115
million at March 31, 2025 and December 31, 2024, respectively, with a corresponding interest rate of
5.440
% at both March 31, 2025 and December 31, 2024. The credit facility also requires the Company to pay a facility fee based on the aggregate commitments in effect under the agreement from time to time. The credit facility contains various restrictions and covenants that require the Company to, among other things, limit its consolidated indebtedness as of the end of each fiscal quarter to no more than
3.75
times the Company’s consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and expenses and certain other adjustments during the period of four fiscal quarters then ended, subject to certain exceptions.
Foreign Lines of Credit
The Company maintains various short-term lines of credit and other borrowing arrangements with foreign banks and alliance partners primarily to fund merchant settlement advances associated with operations in Latin America.
The following table provides a summary of the outstanding borrowings and weighted average interest rates of the Company’s foreign lines of credit and other borrowing arrangements by country:
|
Outstanding Borrowings (in millions)
|
Weighted-Average Interest Rate
|
|||||||||||||||||||||||||
| March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
|
Argentina
|
$ |
|
$ |
|
|
% |
|
% | ||||||||||||||||||
|
Brazil
|
|
|
|
% |
|
% | ||||||||||||||||||||
|
Uruguay
|
|
|
|
% |
|
% | ||||||||||||||||||||
|
Other
|
|
|
|
% |
|
% | ||||||||||||||||||||
|
Total
|
$ |
|
$ |
|
|
% |
|
% | ||||||||||||||||||
11.
Redeemable Noncontrolling Interest
The minority partner in
one
of the Company’s merchant alliance joint ventures maintained a redeemable noncontrolling
1
% interest which was presented outside of equity and carried at its estimated redemption value. The minority partner was entitled
18
to a contractually determined share of the entity’s income, and the joint venture agreement contained redemption features whereby the interest held by the minority partner was redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that was not solely within the Company’s control.
Effective June 2024, the Company and the merchant alliance joint venture minority partner mutually agreed to terminate the joint venture agreement on September 1, 2024. Under the provisions of the separation agreement, the Company redeemed the minority partner’s membership interest in exchange for a future distribution in 2025 of certain merchant contracts. The redeemable noncontrolling interest was adjusted to reflect the estimated redemption value, with a corresponding adjustment recorded to additional paid-in capital. Additionally, as the redeemable noncontrolling interest is now mandatorily redeemable, the Company’s obligation to satisfy the purchase of the interest has been reclassified as a current liability in the consolidated balance sheet (see Notes 8 and 9). The Company maintains an ongoing relationship with the former minority partner to provide processing and other support services following the termination of the joint venture agreement.
The following table presents a summary of the redeemable noncontrolling interest activity, prior to the September 2024 termination of the merchant alliance joint venture, during the three months ended March 31, 2024:
| (In millions) | ||||||||
| Balance at beginning of period | $ |
|
||||||
|
Distributions paid to redeemable noncontrolling interest
|
(
|
|||||||
| Share of income |
|
|||||||
| Balance at end of period | $ |
|
||||||
12.
Equity
The following tables provide changes in equity during the three months ended March 31, 2025 and 2024:
| Fiserv, Inc. Shareholders’ Equity | ||||||||||||||||||||||||||||||||
|
Three Months Ended
March 31, 2025 |
Number of Shares | Amount | ||||||||||||||||||||||||||||||
| (In millions) | Common Shares | Treasury Shares | Common Stock |
Additional
Paid-In Capital |
Accumulated
Other Comprehensive Loss |
Retained
Earnings |
Treasury Stock | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||
| Balance at December 31, 2024 |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||
| Net income |
|
(
|
|
|||||||||||||||||||||||||||||
| Other comprehensive income |
|
|
|
|||||||||||||||||||||||||||||
| Share-based compensation |
|
|
||||||||||||||||||||||||||||||
|
Shares issued under stock plans
|
(
|
(
|
|
(
|
||||||||||||||||||||||||||||
| Purchases of treasury stock |
|
(
|
(
|
|||||||||||||||||||||||||||||
|
Capital contribution from noncontrolling interest
|
|
|
||||||||||||||||||||||||||||||
| Balance at March 31, 2025 |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||
| Fiserv, Inc. Shareholders’ Equity | ||||||||||||||||||||||||||||||||
|
Three Months Ended
March 31, 2024 |
Number of Shares | Amount | ||||||||||||||||||||||||||||||
| (In millions) | Common Shares |
Treasury Shares
|
Common Stock |
Additional
Paid-In Capital |
Accumulated
Other Comprehensive Loss |
Retained
Earnings |
Treasury Stock | Total Equity | ||||||||||||||||||||||||
| Noncontrolling Interests | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||
|
Net income
(1)
|
|
|
|
|||||||||||||||||||||||||||||
|
Distributions paid to noncontrolling interests
(2)
|
(
|
(
|
||||||||||||||||||||||||||||||
| Other comprehensive loss |
(
|
(
|
(
|
|||||||||||||||||||||||||||||
| Share-based compensation |
|
|
||||||||||||||||||||||||||||||
|
Shares issued under stock plans
|
(
|
(
|
|
(
|
||||||||||||||||||||||||||||
| Purchases of treasury stock |
|
(
|
(
|
|||||||||||||||||||||||||||||
| Balance at March 31, 2024 |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||
19
(1)
The total net income presented in equity for the three months ended March 31, 2024 is different than the amount presented in the consolidated statement of income due to the net income attributable to redeemable noncontrolling interest of $
6
million not included in equity.
(2)
The total distributions presented in equity for the three months ended March 31, 2024 excludes $
7
million in distributions paid to redeemable noncontrolling interest not included in equity.
13.
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component, net of income taxes, consisted of the following:
| (In millions) | Derivatives |
Foreign
Currency Translation |
Pension Plans | Total | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive income before reclassifications |
|
|
|
|
|||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
|
|
|
|
|||||||||||||||||||
| Net current-period other comprehensive income |
|
|
|
|
|||||||||||||||||||
| Balance at March 31, 2025 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Balance at December 31, 2023 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive income (loss) before reclassifications (see Note 1) |
|
(
|
(
|
(
|
|||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
|
|
|
|
|||||||||||||||||||
| Net current-period other comprehensive income (loss) |
|
(
|
(
|
(
|
|||||||||||||||||||
| Balance at March 31, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
14.
Share-Based Compensation
The Company recognized $
124
million and $
86
million of share-based compensation expense during the three months ended March 31, 2025 and 2024, respectively. The Company’s share-based compensation awards are typically granted in the first quarter of the year; however, grants may also occur throughout the year. At March 31, 2025, the total remaining unrecognized compensation cost for restricted stock units and awards and performance share units, net of estimated forfeitures, of $
584
million is expected to be recognized over a weighted-average period of
2.1
years.
A summary of restricted stock unit, restricted stock award and performance share unit activity during the three months ended March 31, 2025 is as follows:
| Restricted Stock Units and Awards | Performance Share Units | ||||||||||||||||||||||
|
Shares
(In thousands) |
Weighted-Average Grant Date Fair Value |
Shares
(In thousands) |
Weighted-Average Grant Date Fair Value | ||||||||||||||||||||
|
Units and awards - December 31, 2024
|
|
$ |
|
|
$ |
|
|||||||||||||||||
| Granted |
|
|
|
|
|||||||||||||||||||
| Forfeited |
(
|
|
(
|
|
|||||||||||||||||||
| Vested |
(
|
|
(
|
|
|||||||||||||||||||
|
Units and awards - March 31, 2025
|
|
$ |
|
|
$ |
|
|||||||||||||||||
20
A summary of stock option activity during the three months ended March 31, 2025 is as follows:
|
Shares
(In thousands) |
Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (In millions) | ||||||||||||||||||||
| Stock options outstanding - December 31, 2024 |
|
$ |
|
||||||||||||||||||||
| Exercised |
(
|
|
|||||||||||||||||||||
| Stock options outstanding - March 31, 2025 |
|
$ |
|
|
$ |
|
|||||||||||||||||
| Stock options exercisable - March 31, 2025 |
|
$ |
|
|
$ |
|
|||||||||||||||||
15.
Income Taxes
The Company’s income tax provision and effective income tax rate were as follows:
|
Three Months Ended
March 31, |
|||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Income tax provision | $ |
|
$ |
|
|||||||
| Effective income tax rate |
|
% |
|
% | |||||||
The income tax provision as a percentage of income before income taxes and loss from investments in unconsolidated affiliates was
18.2
% and
16.7
% for the three months ended March 31, 2025 and 2024, respectively. The effective income tax rate for both the three months ended March 31, 2025 and 2024 included discrete tax benefits from equity compensation.
Pursuant to provisions under the Inflation Reduction Act, the Company purchased transferable federal tax credits from various counterparties. Such federal tax credits were purchased at negotiated discounts, resulting in an income tax benefit during both the three months ended March 31, 2025 and 2024. Receivables associated with transferable federal tax credits are recorded within prepaid expenses and other current assets, and amounts owed to counterparties for the purchased credits are recorded within accounts payable and other current liabilities within the consolidated balance sheets at March 31, 2025 and December 31, 2024.
The Company’s potential liability for unrecognized tax benefits before interest and penalties was approximately $
82
million at March 31, 2025. The Company believes it is reasonably possible that the liability for unrecognized tax benefits may decrease by up to $
5
million over the next twelve months as a result of possible closure of tax audits, audit settlements, and the lapse of the statutes of limitations in various jurisdictions.
As of March 31, 2025, the Company’s U.S. federal income tax returns for 2023 and 2024, and tax returns in certain states and foreign jurisdictions for 2017 through 2024, remain subject to examination by taxing authorities.
16.
Shares Used in Computing Net Income Per Share Attributable to Fiserv, Inc.
The computation of shares used in calculating basic and diluted net income per share is as follows:
|
Three Months Ended
March 31, |
|||||||||||
| (In millions) | 2025 | 2024 | |||||||||
|
Weighted-average common shares outstanding used for the calculation of net income attributable to Fiserv, Inc. per share - basic
|
|
|
|||||||||
| Common stock equivalents |
|
|
|||||||||
|
Weighted-average common shares outstanding used for the calculation of net income attributable to Fiserv, Inc. per share - diluted
|
|
|
|||||||||
For the three months ended March 31, 2025 and 2024, restricted stock units for
688
thousand and
38
thousand shares, respectively, were excluded from the calculation of weighted-average outstanding shares - diluted because their impact was anti-dilutive.
21
17.
Cash Flow Information
Supplemental cash flow information consisted of the following:
|
Three Months Ended
March 31, |
|||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Interest paid | $ |
|
$ |
|
|||||||
| Net income taxes paid |
|
|
|||||||||
| Treasury stock purchases settled after the balance sheet date |
|
|
|||||||||
| Software obtained under financing arrangements |
|
|
|||||||||
|
Hardware obtained under financing arrangements
|
|
|
|||||||||
| Right-of-use assets obtained in exchange for lease liabilities - operating leases |
|
|
|||||||||
| Right-of-use assets obtained in exchange for lease liabilities - finance leases |
|
|
|||||||||
18.
Commitments and Contingencies
Litigation Matters
In the normal course of business, the Company or its subsidiaries are named as defendants in lawsuits in which claims are asserted against the Company. The Company maintained an accrual of $
32
million and $
43
million a
t
March 31, 2025 and December 31, 2024, respectively, related to its various legal proceedings. The Company’s estimate of the possible range of exposure for various legal proceedings in excess of amounts accrued is $
0
million to approximately $
120
million. In the opinion of management, the liabilities, if any, which may ultimately result from such legal proceedings are not expected to have a material adverse effect on the Company’s consolidated financial statements.
Electronic Payments Transactions
In connection with the Company’s processing of electronic payments transactions, which are separate and distinct from the settlement payment transactions described in Note 1, funds received from subscribers are invested from the time the Company collects the funds until payments are made to the applicable recipients. These subscriber funds are invested in short-term, highly liquid investments. Subscriber funds, which are not included in the Company’s consolidated balance sheets, can fluctuate significantly based on consumer bill payment and debit card activity and totaled $
755
million and $
1.3
billion at March 31, 2025 and December 31, 2024, respectively.
Indemnifications and Warranties
The Company may indemnify its clients from certain costs resulting from claims of patent, copyright or trademark infringement associated with its clients’ use of the Company’s products or services. The Company may also warrant to clients that its products and services will operate in accordance with identified specifications. From time to time, in connection with sales of businesses, the Company agrees to indemnify the buyers of such businesses for liabilities associated with the businesses that are sold. Payments, net of recoveries, under such indemnification or warranty provisions were not material to the Company’s consolidated financial statements.
19.
Related Party Transactions
Merchant Alliances
A portion of the Company’s business is conducted through merchant alliances between the Company and certain financial institutions (see Note 6). A merchant alliance is an agreement between the Company and a financial institution that combines the processing capabilities and management expertise of the Company with the visibility and distribution channel of the financial institution. A merchant alliance acquires credit and debit card transactions from merchants. The Company provides processing and other services to the alliance and charges fees to the alliance based on contractual pricing.
To the extent the Company maintains a controlling financial interest in an alliance, the alliance’s financial statements are consolidated with those of the Company and the related processing fees are treated as an intercompany transaction and eliminated in consolidation. To the extent the Company has significant influence in, but not control of, an alliance, the Company uses the equity method to account for its investment in the alliance. As a result, the processing and other service fees charged to merchant alliances accounted for under the equity method are recognized in the Company’s consolidated statements of income primarily as processing and services revenue. Such fees totaled $
32
million and $
40
million for the three months
22
ended March 31, 2025 and 2024, respectively. No directors or officers of the Company have ownership interests in any of the alliances. The formation of each of these alliances generally involves the Company and the financial institution contributing contracts with merchants to the alliance and a cash payment from one owner to the other to achieve the desired ownership percentage for each. The Company and the financial institution enter into a long-term processing service agreement, which governs the Company’s provision of transaction processing services to the alliance. The Company had approximately $
28
million and $
21
million of amounts due from unconsolidated merchant alliances included within trade accounts receivable, net in the Company’s consolidated balance sheets at March 31, 2025 and December 31, 2024, respectively.
20.
Business Segment Information
The Company’s operations are comprised of
two
reportable segments, the Merchant segment and the Financial segment. The businesses in the Merchant segment provide commerce-enabling products and services to companies of all sizes around the world. These products and services include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection solutions; stored-value solutions; and pay-by-bank solutions. The business lines (operating segments) aggregated within the Merchant segment consist of the following:
•
Small Business –
provides products and services to small businesses and independent software vendors, including Clover
®
, the Company’s POS and business management platform for small business clients
•
Enterprise –
provides products and services to large businesses, including the Company’s integrated omnichannel operating system for enterprise clients
•
Processing –
provides products and services to financial institutions, joint ventures, and other third party resellers which have direct relationships with merchants
The Company distributes the products and services in the Merchant segment businesses through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, independent software vendors, financial institutions and other strategic partners in the form of joint venture alliances, revenue sharing alliances and referral agreements.
The businesses in the Financial segment provide products and services to financial institution, corporate and public sector clients across the world, enabling the processing of customer loan and deposit accounts, digital payments and card transactions. The business lines (operating segments) aggregated within the Financial segment consist of the following:
•
Digital Payments
–
provides debit card processing services; debit network services; security and fraud protection products; bill payment; person-to-person payments; and account-to-account transfers
•
Issuing
–
provides credit card processing services; prepaid card processing services; card production services; print services; government payment processing; and student loan processing
•
Banking
–
provides customer loan and deposit account processing; digital banking; financial and risk management; professional services and consulting; and check processing
Corporate and Other supports the reportable segments described above, and consists of amortization of acquisition-related intangible assets, unallocated corporate expenses and other activities that are not considered when management evaluates segment performance, such as gains or losses on sales of businesses, certain assets or investments; costs associated with acquisition and divestiture activity; certain services revenue associated with various dispositions; and postage reimbursements.
The Company’s Chief Executive Officer, who is also the Company’s CODM, assesses segment performance and makes strategic decisions on the allocation of resources. Additionally, the Company’s Chief Executive Officer provides oversight on business leadership and corporate strategy to the executive leadership team, who manages the day to day operations of the various business lines.
The CODM uses reportable segment operating income to evaluate segment performance and allocate resources, primarily during the annual budget and forecasting processes. The CODM regularly reviews variances between forecasted and actual results in assessing earnings, operational efficiency and growth performance, and allocating resources including personnel and capital allocations, to each reportable segment. There are no intersegment revenues contained within the respective reportable segment revenues.
23
Operating results for each reportable segment were as follows:
| Reportable Segments | |||||||||||||||||
| (In millions) | Merchant | Financial | Total | ||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Processing and services revenue | $ |
|
$ |
|
|||||||||||||
| Product revenue |
|
|
|||||||||||||||
| Reportable segment revenue | $ |
|
$ |
|
$ |
|
|||||||||||
|
Corporate and Other revenue
(1)
|
|
||||||||||||||||
| Total Company revenue | $ |
|
|||||||||||||||
| Expenses: | |||||||||||||||||
|
Personnel expenses
(2)
|
|
|
|||||||||||||||
|
Direct costs
(3)
|
|
|
|||||||||||||||
| Depreciation and amortization expense |
|
|
|||||||||||||||
|
Other operating expense
(4)
|
|
|
|||||||||||||||
|
Allocations from Corporate and Other
(5)
|
|
|
|||||||||||||||
| Reportable segment operating income | $ |
|
$ |
|
$ |
|
|||||||||||
|
Corporate and Other operating loss
(6)
|
(
|
||||||||||||||||
| Interest expense, net |
(
|
||||||||||||||||
|
Other expense, net
(7)
|
(
|
||||||||||||||||
| Income before income taxes and loss from investments in unconsolidated affiliates | $ |
|
|||||||||||||||
| Reportable Segments | |||||||||||||||||
| (In millions) | Merchant | Financial | Total | ||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Processing and services revenue | $ |
|
$ |
|
|||||||||||||
| Product revenue |
|
|
|||||||||||||||
| Reportable segment revenue | $ |
|
$ |
|
$ |
|
|||||||||||
|
Corporate and Other revenue
(1)
|
|
||||||||||||||||
| Total Company revenue | $ |
|
|||||||||||||||
| Expenses: | |||||||||||||||||
|
Personnel expenses
(2)
|
|
|
|||||||||||||||
|
Direct costs
(3)
|
|
|
|||||||||||||||
| Depreciation and amortization expense |
|
|
|||||||||||||||
|
Other operating expense
(4)
|
|
|
|||||||||||||||
|
Allocations from Corporate and Other
(5)
|
|
|
|||||||||||||||
| Reportable segment operating income | $ |
|
$ |
|
$ |
|
|||||||||||
|
Corporate and Other operating loss
(6)
|
(
|
||||||||||||||||
| Interest expense, net |
(
|
||||||||||||||||
|
Other expense, net
(7)
|
(
|
||||||||||||||||
| Income before income taxes and loss from investments in unconsolidated affiliates | $ |
|
|||||||||||||||
(1)
Primarily includes postage reimbursements.
(2)
Includes compensation and benefit costs of Company employees, as well as expenses paid to third parties for consulting and
24
temporary help, net of capitalized software costs.
(3)
Includes cost of goods sold, payments to distribution partners and other reselling costs.
(4)
Includes data processing, facility, and marketing costs that are directly charged to the reportable segments.
(5)
Represents centrally-managed costs, including sales, technology and administrative expenses, that are allocated to the reportable segments from Corporate and Other and are considered in the CODM’s evaluation of segment performance.
(6)
Includes amortization of acquisition-related intangible assets; costs associated with acquisition and divestiture activity; unallocated corporate expenses; and gains or losses on sales of businesses.
(7)
Includes foreign currency transaction gains and losses, gains or losses from a sale or change in fair value of investments in certain equity securities, and amounts related to debt guarantee arrangements of certain equity method investments.
Other significant items include:
|
Three Months Ended
March 31, |
|||||||||||
| (In millions) | 2025 | 2024 | |||||||||
|
Depreciation and amortization:
|
|||||||||||
|
Merchant
(1)
|
$ |
|
$ |
|
|||||||
|
Financial
(1)
|
|
|
|||||||||
|
Corporate and Other
(2)
|
|
|
|||||||||
| Total Company | $ |
|
$ |
|
|||||||
|
Capital expenditures, including capitalized software and other intangibles:
|
|||||||||||
| Merchant | $ |
|
$ |
|
|||||||
| Financial |
|
|
|||||||||
| Corporate and Other |
|
|
|||||||||
| Total Company | $ |
|
$ |
|
|||||||
(1)
Includes amortization associated with commissions, residual buyouts and deferred conversion costs included within personnel expenses, direct costs and other operating expenses, respectively, in the segment operating results tables above.
(2)
Primarily includes amortization of acquisition-related intangible assets, such as customer relationships, software/technology and trade names.
The Company does not evaluate the performance of or allocate resources to its reportable segments using asset data.
25
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This quarterly report contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future development, outlook, or similar expression, and can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “could,” “should,” “confident,” “likely,” “plan,” or words of similar meaning. Statements that describe our future plans, objectives or goals are also forward-looking statements.
The forward-looking statements in this report involve significant risks and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results to differ materially from our current expectations. The factors that may affect our results include, among others, the following: our ability to compete effectively against new and existing competitors and to continue to introduce competitive new products and services on a timely, cost-effective basis; changes in customer demand for our products and services; the ability of our technology to keep pace with a rapidly evolving marketplace; the success of our merchant alliances, some of which we do not control; the impact of a security breach or operational failure on our business, including disruptions caused by other participants in the global financial system; losses due to chargebacks, refunds or returns as a result of fraud or the failure of our vendors and merchants to satisfy their obligations; changes in local, regional, national and international economic or political conditions, including those resulting from heightened inflation, rising interest rates, taxes, trade policies and tariffs, a recession, bank failures, or intensified international hostilities, and the impact they may have on us and our employees, clients, vendors, supply chain, operations and sales; the effect of proposed and enacted legislative and regulatory actions affecting us or the financial services industry as a whole; our ability to comply with government regulations and applicable card association and network rules; the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; our ability to successfully identify, complete and integrate acquisitions, and to realize the anticipated benefits associated with the same; the impact of our growth strategies; our ability to attract and retain key personnel; adverse impacts from currency exchange rates or currency controls; changes in corporate tax and interest rates; and other factors identified in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents that we file with the Securities and Exchange Commission, which are available at http://www.sec.gov. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this report. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.
Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to our unaudited consolidated financial statements and accompanying notes to help provide an understanding of our financial condition, the changes in our financial condition and our results of operations. Our discussion is organized as follows:
•
Overview.
This section contains background information on our company and the products and services that we provide, acquisitions and dispositions, and the trends affecting our industry in order to provide context for management’s discussion and analysis of our financial condition and results of operations.
•
Changes in critical accounting policies and estimates.
This section contains a discussion of changes since our Annual Report on Form 10-K for the year ended December 31, 2024 in the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application.
•
Results of operations.
This section contains an analysis of our results of operations presented in the accompanying unaudited consolidated statements of income by comparing the results for the three months ended March 31, 2025 to the comparable period in 2024.
•
Liquidity and capital resources.
This section provides an analysis of our cash flows and a discussion of our outstanding debt at March 31, 2025.
Overview
Company Background
We are a leading global provider of payments and financial services technology solutions. We serve clients around the globe, including merchants, banks, credit unions, other financial institutions, corporate and public sector clients. We help clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and
26
processing; and the Clover
®
cloud-based point-of-sale (“POS”) and business management platform. Most of the products and services we provide are necessary for our clients to operate their businesses and are therefore non-discretionary in nature. We serve our global client base by working among our geographic teams across various regions, including the United States of America (“U.S.”) and Canada; Europe, Middle East and Africa; Latin America; and Asia Pacific.
We aspire to move money and information in a way that moves the world. Our purpose is to deliver superior value for our clients through leading technology, targeted innovation and excellence in everything we do. We are focused on driving growth and creating value by assembling a high-performing and diverse team; integrating our solutions; delivering operational excellence; allocating capital in a disciplined manner, including share repurchase and merger and acquisition activity; and investing for organic growth through innovation. Our long-term focus is to meet our financial commitments; continue to build high-quality revenue; deepen client relationships with an emphasis on digital solutions and value-added services; deliver innovation and integration enabling differentiated value for our clients; and generate integration value, including cost and revenue synergies from acquisitions.
The businesses in our Merchant Solutions (“Merchant”) segment provide commerce-enabling products and services to companies of all sizes around the world. These products and services include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection solutions; stored-value solutions; software-as-a-service; POS devices; and pay-by-bank solutions. The business lines aggregated within the Merchant segment consist of the following:
•
Small Business –
provides products and services to small businesses and independent software vendors (“ISV”), including Clover
®
, our POS and business management platform for small business clients
•
Enterprise –
provides products and services to large businesses, including our integrated omnichannel operating system for enterprise clients
•
Processing –
provides products and services to financial institutions, joint ventures, and other third party resellers which have direct relationships with merchants
We distribute the products and services in our Merchant segment businesses through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, ISV’s, financial institutions and other strategic partners in the form of joint venture alliances, revenue sharing alliances and referral agreements.
The businesses in our Financial Solutions (“Financial”) segment provide products and services to financial institution, corporate and public sector clients across the world, enabling the processing of customer loan and deposit accounts, digital payments and card transactions. The business lines aggregated within the Financial segment consist of the following:
•
Digital Payments
–
provides debit card processing services; debit network services; security and fraud protection products; bill payment; person-to-person payments; and account-to-account transfers
•
Issuing
–
provides credit card processing services; prepaid card processing services; card production services; print services; government payment processing; and student loan processing
•
Banking
–
provides customer loan and deposit account processing; digital banking; financial and risk management; professional services and consulting; and check processing
Corporate and Other supports the reportable segments described above, and consists of amortization of acquisition-related intangible assets, unallocated corporate expenses and other activities that are not considered when we evaluate segment performance, such as gains or losses on sales of businesses, certain assets or investments; costs associated with acquisition and divestiture activity; and postage reimbursements.
Acquisitions and Dispositions
We frequently review our businesses to ensure we have the necessary assets to execute our strategy. We expect to acquire businesses when we identify: a compelling strategic need, such as a product, service or technology that helps meet client demand; a way to achieve business scale that enables competition and operational efficiency; or similar considerations. We expect to divest businesses that are not in line with our market, product or financial strategies. The results of operations for the following acquired businesses are included in our consolidated results from the respective dates of acquisition.
Acquisitions of Businesses
On March 2, 2025, we acquired Payfare, Inc. (“Payfare”), a provider of program management solutions powering instant access to earnings and banking solutions for workforces. Payfare is included within the Financial segment and expands our embedded finance capabilities for large enterprises and financial institutions. On March 18, 2025, we acquired CCV Group B.V. (“CCV”), a supplier of POS payment solutions. CCV is included within the Merchant segment and expands our network of payment
27
solutions, enabling our ability to accelerate the deployment of our Clover POS and business management platform across Europe. We acquired these businesses for an aggregate purchase price, including deferred payments, of approximately $324 million, net of $72 million of acquired cash.
Other Transactions
In the third quarter of 2024, Wells Fargo Bank, National Association (“Wells Fargo”) provided us with a notice of non-renewal for the Wells Fargo Merchant Services merchant alliance (“WFMS”), which was accounted for as an equity method investment. Upon the expiration of the joint venture on April 1, 2025, we received a cash payment of $453 million, which is subject to adjustment in the second quarter of 2025 upon completion of the contractual valuation and separation process. In connection with the non-renewal of WFMS, we entered into a multi-year agreement with Wells Fargo to provide processing for current and future merchant clients as well as other services to Wells Fargo’s merchant business.
Industry Trends
The global payments landscape continues to evolve, with rapidly advancing technologies and a steady expansion of digital payments, e-commerce and real-time payments infrastructure. Because of this growth, competition also continues to intensify. Business and consumer expectations continue to rise, with a focus on speed, convenience, choice and security. To meet these expectations, payments companies are focused on modernizing their technology, expanding the use of data and enhancing the customer experience.
Merchants
The rapid growth in and globalization of mobile and e-commerce, driven by consumers’ desire for simpler, more efficient shopping experiences, has created an opportunity for merchants to reach consumers nearly anywhere, through any device, which often requires a merchant acquiring provider to enable and optimize the acceptance of payments. Merchants are demanding simpler, integrated and flexible systems to enable them to serve customers and help manage cash flow and everyday business operations. When combined with the ever-increasing ways a consumer can pay for goods and services, merchants have sought modern end-to-end solutions throughout their growth lifecycle to streamline the complexity. Furthermore, merchants can now search, discover, compare, purchase and even install a new system through direct, digital-only experiences. This direct, digital-only channel is a source of new merchant acquisition opportunities, especially with respect to smaller merchants.
Additionally, there are numerous software-as-a-service solution providers in the industry, many of which have chosen to integrate merchant acquiring into their software as a way to generate revenue from existing client relationships. Such providers are independent software vendors, typically referred to as ISVs, and we believe there are numerous potential distribution partnership opportunities to cross-sell multiple value-added solutions available to us.
We believe that our merchant acquiring products and solutions create compelling value propositions for merchant clients of all sizes, from small and mid-sized businesses to medium-sized regional businesses to global enterprise merchants. The depth and breadth of our omnichannel solutions, and flexibility to serve clients across various channels and geographies, drives higher product attach rates with new and existing clients across all verticals. Furthermore, we believe that our strength in distribution, our progress growing software and services, and our value-based pricing as we continue to invest in our operating systems, gives us a solid foundation for growth.
Financial Institutions
Financial services providers regularly introduce and implement new payment, deposit, risk management, lending and investment products, and the distinctions among the products and services traditionally offered by different types of financial institutions continue to narrow as they seek to serve the same customers. At the same time, the evolving global regulatory and cybersecurity landscape has continued to create a challenging operating environment for financial institutions. These conditions are driving heightened interest in solutions that help financial institutions win and retain customers, generate revenue, comply with regulations and enhance operating efficiency. In addition, the focus on the customer experience, including through mobile and online engagement, by both financial institutions and their customers, as well as the growing volume and types of payment transactions in the marketplace, continues to elevate the data and transaction processing needs of financial institutions.
Financial institutions must be able to serve their customers with tailored solutions, delivered how and when those customers want. In addition, financial institutions are striving for this single, integrated view of a customer’s activity. This requires financial institutions to not only process customer transactions, but to integrate financial institutions’ products and services to give customers easy access to integrated solutions. We believe that the integration of our products and services creates a compelling value proposition for our clients by providing, among other things, new sources of revenue and opportunities to
28
reduce their costs. We have invested in integrating our platforms and value-added solutions to make it easy for a client to buy across our full product suite.
We expect that financial institutions will continue to invest significant capital to process transactions, manage information, maintain regulatory compliance and offer innovative new services to their customers in this rapidly evolving and competitive environmental shift from traditional to digital banking. We believe that economies of scale in developing and maintaining the infrastructure, technology, products, services and networks necessary to be competitive in such an environment are essential to justify these investments, and we anticipate that demand for products that facilitate customer interaction with financial institutions, including a unified, seamless customer experience across mobile and online channels, will continue to increase, which we expect to create revenue opportunities for us.
Our focus on long-term client relationships and recurring, transaction-oriented products and services has reduced the impact that consolidation in the financial services industry has had on us. Rather than reducing the overall market, these consolidations transfer accounts among financial institutions. If a client loss occurs due to merger or acquisition, we typically receive a contract termination fee based on the size of the client and how early in the contract term the contract is terminated. We believe that our sizable and diverse client base, combined with our value-added software and services-led model, and our position as a leading provider of non-discretionary, recurring revenue-based products and services, gives us a solid foundation for growth.
Our customers can use multiple solutions that span our merchant and financial institutions offerings. Our Merchant and Financial businesses put us at the intersection of commerce and banking, which allows us to discover new ways for these client segments to work together and create long-term growth opportunities for all parties.
Recent Market Conditions
Global macroeconomic conditions, including changing interest rates, inflation, disruptions in the global supply chain, changes in consumer spending, the effects of international hostilities, political conditions, regulations restricting trade or impacting our ability to offer products or services, and trade policies and tariffs, could have a material adverse effect on our business, results of operations and financial condition. A decline in personal consumption and consumer savings in the U.S. may also negatively impact our business and financial results. We actively monitor and manage our business in response to these unpredictable geopolitical and market conditions, as they may adversely impact our operations and financial results.
In addition, our operating results in certain foreign countries in which we operate may be adversely impacted by fluctuations in exchange rates for currencies other than the U.S. dollar, including the Euro, British Pound, Indian Rupee, Brazilian Real and Argentine Peso. The strengthening of the U.S. dollar against certain foreign currencies in countries in which we operate would negatively impact our revenue and earnings. We also have exposure to risks related to currency devaluation in certain countries, which may negatively impact our international operating results if there is a prolonged devaluation of local currencies relative to the U.S. dollar or if the economic conditions in these countries decline. While the majority of our revenue is earned in the U.S., we actively monitor the foreign exchange rate environment and may enter into derivative instruments and utilize other non-derivative hedging instruments with creditworthy institutions in an effort to manage these risks.
Changes in Critical Accounting Policies and Estimates
Our unaudited consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenue and expenses. In our Annual Report on Form 10-K for the year ended December 31, 2024, we identified our critical accounting policies and estimates. We continually evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements, including for recently adopted accounting pronouncements, and base our estimates on historical experience and assumptions that we believe are reasonable in light of current circumstances. Actual amounts and results could differ materially from these estimates. For example, we estimate the fair values of identifiable assets acquired and liabilities assumed in connection with acquisitions of businesses and may record purchase accounting adjustments during the measurement period, which may be up to one year from the acquisition date. Additionally, we review the carrying value of goodwill for impairment by comparing the estimated fair values of our reporting units to their respective carrying values. Determining the fair value of a reporting unit involves judgement and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, risk-adjusted discount rates, and future economic and market conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
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Results of Operations
The following table presents certain amounts included in our consolidated statements of income, the relative percentage that those amounts represent to revenue and the change in those amounts from year to year. This information should be read together with the unaudited consolidated financial statements and accompanying notes. The unaudited financial results presented below have been affected by acquisitions, non-cash impairment charges, and foreign currency fluctuations.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 |
Percentage of
Revenue
(1)
|
Increase (Decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Processing and services | $ | 4,045 | $ | 4,000 | 78.8 | % | 81.9 | % | $ | 45 | 1 | % | |||||||||||||||||||||||
| Product | 1,085 | 883 | 21.2 | % | 18.1 | % | 202 | 23 | % | ||||||||||||||||||||||||||
| Total revenue | 5,130 | 4,883 | 100.0 | % | 100.0 | % | 247 | 5 | % | ||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Cost of processing and services | 1,389 | 1,354 | 34.3 | % | 33.9 | % | 35 | 3 | % | ||||||||||||||||||||||||||
| Cost of product | 684 | 651 | 63.0 | % | 73.7 | % | 33 | 5 | % | ||||||||||||||||||||||||||
| Sub-total | 2,073 | 2,005 | 40.4 | % | 41.1 | % | 68 | 3 | % | ||||||||||||||||||||||||||
| Selling, general and administrative | 1,682 | 1,697 | 32.8 | % | 34.8 | % | (15) | (1) | % | ||||||||||||||||||||||||||
| Net gain on sale of other assets | (20) | — | (0.4) | % | — | % | (20) | n/m | |||||||||||||||||||||||||||
| Total expenses | 3,735 | 3,702 | 72.8 | % | 75.8 | % | 33 | 1 | % | ||||||||||||||||||||||||||
| Operating income | 1,395 | 1,181 | 27.2 | % | 24.2 | % | 214 | 18 | % | ||||||||||||||||||||||||||
| Interest expense, net | (331) | (261) | (6.5) | % | (5.3) | % | 70 | 27 | % | ||||||||||||||||||||||||||
|
Other expense, net
|
(18) | (7) | (0.4) | % | (0.1) | % | 11 | n/m | |||||||||||||||||||||||||||
| Income before income taxes and loss from investments in unconsolidated affiliates | 1,046 | 913 | 20.4 | % | 18.7 | % | 133 | 15 | % | ||||||||||||||||||||||||||
| Income tax provision | (190) | (153) | (3.7) | % | (3.1) | % | 37 | 24 | % | ||||||||||||||||||||||||||
| Loss from investments in unconsolidated affiliates | (8) | (8) | (0.2) | % | (0.2) | % | — | — | % | ||||||||||||||||||||||||||
| Net income | 848 | 752 | 16.5 | % | 15.4 | % | 96 | 13 | % | ||||||||||||||||||||||||||
| Less: net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interest | (3) | 17 | (0.1) | % | 0.3 | % | (20) | n/m | |||||||||||||||||||||||||||
| Net income attributable to Fiserv, Inc. | $ | 851 | $ | 735 | 16.6 | % | 15.1 | % | $ | 116 | 16 | % | |||||||||||||||||||||||
(1)
Percentage of revenue is calculated as the relevant revenue, expense or income amount divided by total revenue, except for cost of processing and services and cost of product amounts, which are divided by the related component of revenue.
30
| Three Months Ended March 31, | |||||||||||||||||||||||
| (In millions) | Merchant | Financial |
Corporate
and Other |
Total | |||||||||||||||||||
| Total revenue: | |||||||||||||||||||||||
| 2025 | $ | 2,372 | $ | 2,417 | $ | 341 | $ | 5,130 | |||||||||||||||
| 2024 | 2,253 | 2,285 | 345 | 4,883 | |||||||||||||||||||
| Revenue growth | $ | 119 | $ | 132 | $ | (4) | $ | 247 | |||||||||||||||
| Revenue growth percentage | 5 | % | 6 | % | 5 | % | |||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| 2025 | $ | 810 | $ | 1,148 | $ | (563) | $ | 1,395 | |||||||||||||||
| 2024 | 769 | 1,008 | (596) | 1,181 | |||||||||||||||||||
| Operating income growth | $ | 41 | $ | 140 | $ | 33 | $ | 214 | |||||||||||||||
| Operating income growth percentage | 5 | % | 14 | % | 18 | % | |||||||||||||||||
| Operating margin: | |||||||||||||||||||||||
| 2025 | 34.2 | % | 47.5 | % | 27.2 | % | |||||||||||||||||
| 2024 | 34.1 | % | 44.1 | % | 24.2 | % | |||||||||||||||||
|
Operating margin growth
(1)
|
10 | bps | 340 | bps | 300 | bps | |||||||||||||||||
(1)
Represents the basis point growth in operating margin.
Operating margin percentages are calculated using actual, unrounded amounts.
Total Revenue
Total revenue increased $247 million, or 5%, in the first quarter of 2025 compared to 2024. The revenue increase was primarily driven by higher processing revenue across our businesses, partially offset by a 2% decrease due to foreign currency exchange rate fluctuations in the first quarter of 2025.
Revenue in our Merchant segment increased $119 million, or 5%, in the first quarter of 2025 compared to 2024. Small Business contributed 5% to Merchant segment revenue growth in the first quarter of 2025, driven by an increase in payment volumes, primarily from our Clover POS and business management platform. Small Business revenue growth also included increased Clover hardware offerings, and the expansion of our merchant relationships through value-added services. Additionally, Enterprise contributed 2% to Merchant segment revenue growth in the first quarter of 2025, primarily driven by transaction growth. Processing partially offset Merchant segment revenue growth in the first quarter of 2025, primarily driven by a $32 million decrease in termination fee revenue compared to the first quarter of 2024.
Revenue in our Financial segment increased $132 million, or 6%, in the first quarter of 2025 compared to 2024. Digital Payments contributed 3% to Financial segment revenue growth in the first quarter of 2025, driven by increased data sales, along with an increase in transaction volume, including growth in Zelle
®
transactions. Issuing contributed 2% to Financial segment growth, driven by an increase in active accounts in the first quarter of 2025. Banking revenue was relatively consistent with the first quarter of 2024.
Revenue at Corporate and Other decreased $4 million, or 1%, in the first quarter of 2025 compared to 2024, as pass-through postage revenue was relatively consistent with the first quarter of 2024.
Total Expenses
Total expenses increased $33 million, or 1%, and total expenses as a percentage of total revenue decreased 300 basis points to 72.8% in the first quarter of 2025 compared to 2024. Total expenses as a percentage of total revenue were favorably impacted by a reduction in amortization of acquisition-related intangible assets of approximately 70 basis points, expense management initiatives and revenue mix.
Cost of processing and services as a percentage of processing and services revenue increased to 34.3% in the first quarter of 2025 compared to 33.9% in the first quarter of 2024. Cost of processing and services as a percentage of processing and services revenue was impacted by a decrease in high margin termination fee revenue compared to the first quarter of 2024.
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Cost of product as a percentage of product revenue decreased to 63.0% in the first quarter of 2025 compared to 73.7% in the first quarter of 2024. Cost of product as a percentage of product revenue in the first quarter of 2025 decreased primarily due to increased data sales in the first quarter of 2025, as data sales have a higher margin than other product revenue.
Selling, general and administrative expenses as a percentage of total revenue decreased to 32.8% in the first quarter of 2025 compared to 34.8% in the first quarter of 2024. Selling, general and administrative expenses as a percentage of total revenue was favorably impacted by a reduction in amortization of acquisition-related intangible assets of approximately 70 basis points, as well as expense management initiatives.
Operating Income and Operating Margin
Total operating income increased $214 million, or 18%, and total operating margin increased 300 basis points to 27.2% in the first quarter of 2025 compared to 2024. Total operating income and total operating margin benefited from scalable revenue growth and revenue mix.
Operating income in our Merchant segment increased $41 million, or 5%, and operating margin increased 10 basis points to 34.2% in the first quarter of 2025 compared to 2024. Operating income and operating margin growth in our Merchant segment were primarily due to operating leverage, partially offset by a of $32 million decrease in termination fee revenue compared to the first quarter of 2024.
Operating income in our Financial segment increased $140 million, or 14%, and operating margin increased 340 basis points to 47.5% in the first quarter of 2025 compared to 2024. Operating income and operating margin growth in our Financial segment were primarily due to increased data sales in the first quarter of 2025, and expense management initiatives.
The operating loss in Corporate and Other decreased $33 million in the first quarter of 2025 compared to 2024. The operating loss in the first quarter of 2025 was primarily due to a reduction of $38 million in amortization of acquisition-related intangible assets.
Interest Expense, Net
Interest expense, net increased $70 million, or 27%, in the first quarter of 2025 compared to the first quarter of 2024 due to higher outstanding borrowings under our U.S. dollar commercial paper program and our settlement advance cash program in Latin America, and as a result of our public offering and issuance of $1.75 billion of senior notes in August 2024.
Other Expense, Net
Other expense, net increased $11 million in the first quarter of 2025 compared to the first quarter of 2024. Other expense, net includes the remeasurement of monetary assets and liabilities for subsidiaries located in highly inflationary economies, gains or losses from a sale or change in fair value of investments in certain equity securities, and amounts related to debt guarantee arrangements of certain joint ventures. The remeasurement of monetary assets and liabilities for subsidiaries located in highly inflationary economies, including Argentina, resulted in foreign currency exchange losses of $18 million and $35 million for the three months ended March 31, 2025 and 2024, respectively. Other expense, net in the first quarter of 2024 also included $21 million related to a gain on the remeasurement of certain equity securities.
Income Tax Provision
The income tax provision as a percentage of income before income taxes and loss from investments in unconsolidated affiliates was 18.2% and 16.7% for the three months ended March 31, 2025 and 2024, respectively. The effective income tax rate for both the three months ended March 31, 2025 and 2024 included discrete tax benefits from equity compensation. The first quarter of 2025 also included certain non-deductible expenses, resulting in a higher effective income tax rate compared to the first quarter of 2024.
Loss from Investments in Unconsolidated Affiliates
Our share of net loss from unconsolidated affiliates accounted for using the equity method is reported as loss from investments in unconsolidated affiliates, and the related tax benefit is reported within the income tax provision in the consolidated statements of income. Loss from investments in unconsolidated affiliates, including acquired intangible asset amortization from valuations in purchase accounting, was $8 million in both the first quarter of 2025 and 2024.
Net (Loss) Income Attributable to Noncontrolling Interests
Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interest relates to the minority partners’ share of the net income in our consolidated subsidiaries. Net (loss) income attributable to noncontrolling interests,
32
including acquired intangible asset amortization from valuations in purchase accounting, was $(3) million and $17 million in the first quarter of 2025 and 2024, respectively.
Net Income Per Share – Diluted
Net income attributable to Fiserv, Inc. per share-diluted was $1.51 and $1.24 in the first quarter of 2025 and 2024, respectively. In addition to the impacts to net income attributable to Fiserv, Inc. described above, our diluted weighted average outstanding shares were reduced by 5% in the first quarter of 2025 compared to the first quarter of 2024, due to our share repurchase program.
Liquidity and Capital Resources
General
Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; and (iii) fund capital expenditures and operating lease payments. We believe these needs will be satisfied in both the short and long term using cash flow generated by our operations, along with our cash and cash equivalents of $1.2 billion, proceeds from the issuance of U.S. dollar and Euro commercial paper, and available capacity under our revolving credit facility of $201 million (net of outstanding revolver borrowings and $5.8 billion of capacity designated for outstanding borrowings under our commercial paper programs, senior notes due within the next twelve months and letters of credit) at March 31, 2025.
The following table summarizes our net cash provided by operating activities, or operating cash flow, and capital expenditures:
|
Three Months Ended
March 31, |
Increase (Decrease) | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Net income | $ | 848 | $ | 752 | $ | 96 | |||||||||||||||||
| Depreciation and amortization | 779 | 785 | (6) | ||||||||||||||||||||
| Share-based compensation | 124 | 86 | 38 | ||||||||||||||||||||
| Deferred income taxes | (37) | (24) | (13) | ||||||||||||||||||||
| Net gain on sale of other assets | (20) | — | (20) | ||||||||||||||||||||
|
Loss from investments in unconsolidated affiliates
|
8 | 8 | — | ||||||||||||||||||||
| Distributions from unconsolidated affiliates | 10 | 8 | 2 | ||||||||||||||||||||
| Net changes in working capital and other | (1,064) | (784) | (280) | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 648 | $ | 831 | $ | (183) | (22) | % | |||||||||||||||
| Capital expenditures, including capitalized software and other intangibles | $ | 335 | $ | 420 | $ | (85) | (20) | % | |||||||||||||||
Our operating cash flow was $648 million in the first three months of 2025, a decrease of 22% compared with $831 million in the first three months of 2024. This decrease was primarily attributable to higher working capital use compared to the first three months of 2024, including increased accounts receivable corresponding to revenue growth, payments for transferable tax credits, and timing of prepaid expenses.
Our current policy is to use our operating cash flow primarily to fund capital expenditures, merchant cash advances, share repurchases, acquisitions and to repay debt rather than to pay dividends. Net merchant cash advances, primarily associated with our operations in Latin America, were $243 million during the first three months of 2025. These cash advances are funded through a combination of local operating cash and various short-term lines of credit. Our capital expenditures were approximately 7% and 9% of our total revenue for the first three months of 2025 and 2024, respectively.
Share Repurchases
We repurchased $2.2 billion and $1.5 billion of our common stock during the first three months of 2025 and 2024, respectively. On February 19, 2025 and February 22, 2023, our board of directors authorized the purchase of up to 60.0 million and 75.0 million shares of our common stock, respectively. As of March 31, 2025, we had approximately 68.3 million shares remaining under our existing share repurchase authorizations. Shares repurchased are generally held for issuance in connection with our equity plans.
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Acquisitions
Acquisitions of Businesses
We acquired both Payfare and CCV in March 2025 for an aggregate purchase price, including deferred payments, of $324 million, net of $72 million of acquired cash. We funded these acquisitions by utilizing a combination of available cash and proceeds from the issuance of commercial paper. The results of operations for these acquired businesses are included in our consolidated results from the respective dates of acquisition.
Other Transactions
In the third quarter of 2024, Wells Fargo provided us with a notice of non-renewal for WFMS. Upon the expiration of the joint venture on April 1, 2025, we received a cash payment of $453 million, which is subject to adjustment in the second quarter of 2025 upon completion of the contractual valuation and separation process.
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Indebtedness
Our debt consisted of the following at:
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Short-term and current maturities of long-term debt: | |||||||||||
| Foreign lines of credit | $ | 856 | $ | 784 | |||||||
| Finance lease and other financing obligations | 425 | 326 | |||||||||
| Total short-term and current maturities of long-term debt | $ | 1,281 | $ | 1,110 | |||||||
| Long-term debt: | |||||||||||
|
3.850% senior notes due June 2025
|
$ | 900 | $ | 900 | |||||||
|
2.250% senior notes due July 2025 (British Pound-denominated)
|
680 | 661 | |||||||||
|
3.200% senior notes due July 2026
|
2,000 | 2,000 | |||||||||
|
5.150% senior notes due March 2027
|
750 | 750 | |||||||||
|
2.250% senior notes due June 2027
|
1,000 | 1,000 | |||||||||
|
1.125% senior notes due July 2027 (Euro-denominated)
|
540 | 521 | |||||||||
|
5.450% senior notes due March 2028
|
900 | 900 | |||||||||
|
5.375% senior notes due August 2028
|
700 | 700 | |||||||||
|
4.200% senior notes due October 2028
|
1,000 | 1,000 | |||||||||
|
3.500% senior notes due July 2029
|
3,000 | 3,000 | |||||||||
|
4.750% senior notes due March 2030
|
850 | 850 | |||||||||
|
2.650% senior notes due June 2030
|
1,000 | 1,000 | |||||||||
|
1.625% senior notes due July 2030 (Euro-denominated)
|
540 | 521 | |||||||||
|
5.350% senior notes due March 2031
|
500 | 500 | |||||||||
|
4.500% senior notes due May 2031 (Euro-denominated)
|
864 | 835 | |||||||||
|
3.000% senior notes due July 2031 (British Pound-denominated)
|
680 | 661 | |||||||||
|
5.600% senior notes due March 2033
|
900 | 900 | |||||||||
|
5.625% senior notes due August 2033
|
1,300 | 1,300 | |||||||||
|
5.450% senior notes due March 2034
|
750 | 750 | |||||||||
|
5.150% senior notes due August 2034
|
900 | 900 | |||||||||
|
4.400% senior notes due July 2049
|
2,000 | 2,000 | |||||||||
| U.S. dollar commercial paper notes | 2,841 | 221 | |||||||||
| Euro commercial paper notes | 1,283 | 1,239 | |||||||||
| Revolving credit facility | 72 | 115 | |||||||||
| Unamortized discount and deferred financing costs | (150) | (150) | |||||||||
| Finance lease and other financing obligations | 1,216 | 656 | |||||||||
| Total long-term debt | $ | 27,016 | $ | 23,730 | |||||||
In August 2024, we completed the public offering and issuance of $1.75 billion of senior notes, comprised of $850 million aggregate principal amount of 4.750% senior notes due in March 2030 and $900 million aggregate principal amount of 5.150% senior notes due in August 2034. We used the net proceeds from this senior notes offering for general corporate purposes, including the repayment of a portion of our commercial paper notes and for share repurchases.
In March 2024, we completed the public offering and issuance of $2.0 billion of senior notes, comprised of $750 million aggregate principal amount of 5.150% senior notes due in March 2027, $500 million aggregate principal amount of 5.350% senior notes due in March 2031 and $750 million aggregate principal amount of 5.450% senior notes due in March 2034. We used the net proceeds from this senior notes offering for general corporate purposes, including the repayment of a portion of our commercial paper notes and for share repurchases, and in July 2024, the repayment of a portion of our 2.750% senior notes.
At March 31, 2025, our debt consisted primarily of $21.8 billion of fixed-rate senior notes and $4.1 billion of outstanding
35
borrowings under our commercial paper programs. Interest on our U.S. dollar-denominated senior notes is paid semi-annually, while interest on our Euro and British Pound-denominated senior notes is paid annually. Interest on our revolving credit facility and commercial paper notes is generally paid weekly, or more frequently on occasion.
At March 31, 2025, the 3.850% senior notes due in June 2025 and 2.250% senior notes due in July 2025 were classified in the consolidated balance sheet as long-term, as we have the intent to refinance this debt on a long-term basis, and the ability to do so under our revolving credit facility. Outstanding borrowings under the commercial paper programs are also classified in the consolidated balance sheet as long-term, as we have the intent to refinance this commercial paper on a long-term basis through the continued issuance of new commercial paper upon maturity, and also have the ability to refinance such commercial paper under our revolving credit facility.
Variable Rate Debt
Our variable rate debt consisted of the following at March 31, 2025:
| (In millions) | Maturity | Weighted-Average Interest Rate | Outstanding Borrowings | ||||||||||||||
| Foreign lines of credit | various | 26.195% | $ | 856 | |||||||||||||
| U.S. dollar commercial paper notes | various | 4.652% | 2,841 | ||||||||||||||
| Euro commercial paper notes | various | 2.584% | 1,283 | ||||||||||||||
| Revolving credit facility | June 2027 | 5.440% | 72 | ||||||||||||||
| Total variable rate debt | 7.787% | $ | 5,052 | ||||||||||||||
We maintain various short-term lines of credit and other borrowing arrangements with foreign banks and alliance partners primarily to fund merchant settlement advances associated with operations in Latin America. The following table provides a summary of the outstanding borrowings and weighted average interest rates of our foreign lines of credit and other borrowing arrangements by country at March 31, 2025:
|
Outstanding Borrowings
(in millions) |
Weighted-Average Interest Rate | ||||||||||
|
Argentina
|
$ | 554 | 33.407 | % | |||||||
|
Brazil
|
227 | 14.947 | % | ||||||||
|
Uruguay
|
49 | 8.971 | % | ||||||||
|
Other
|
26 | 2.662 | % | ||||||||
|
Total
|
$ | 856 | 26.195 | % | |||||||
Net merchant cash advances, including our Clover Capital program and settlement activity, during the first three months of 2025 were $243 million. We offer advanced funding of settlement activity associated with operations in Latin America by utilizing local operating cash and various short-term lines of credit. As we collect a portion of the corresponding receivables from card issuers over several months, in the event we are unable to continue to borrow in the Latin America overnight markets, we may fund future advances with our consolidated cash and cash equivalents and available capacity under our revolving credit facility.
We maintain unsecured U.S. dollar and Euro commercial paper programs with various maturities generally ranging from one day to four months. Outstanding borrowings under our commercial paper programs bear interest based on the prevailing rates at the time of issuance.
We also maintain a senior unsecured multicurrency revolving credit facility, which matures in June 2027 and provides for a maximum aggregate principal amount of availability of $6.0 billion. Borrowings under the credit facility bear interest at a variable base rate, determined by the term and currency of the borrowing, plus a specified margin based on our long-term debt rating. Outstanding borrowings under the revolving credit facility were $72 million at March 31, 2025. We are required to pay a facility fee based on the aggregate commitments in effect under the credit agreement from time to time.
Debt Covenants and Compliance
The indentures governing our senior notes contain covenants that, among other matters, limit (i) our ability to consolidate or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, another person, (ii) our and
36
certain of our subsidiaries’ ability to create or assume liens, and (iii) our and certain of our subsidiaries’ ability to engage in sale and leaseback transactions. We may, at our option, redeem the senior notes, in whole or in part, at any time and from time to time, at the applicable redemption price.
The revolving credit facility contains various restrictions and covenants that require us to, among other things, limit our consolidated indebtedness as of the end of each fiscal quarter to no more than 3.75 times our consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and expenses and certain other adjustments during the period of four fiscal quarters then ended, subject to certain exceptions.
During the first three months of 2025, we were in compliance with all financial debt covenants. Our ability to meet future debt covenant requirements will depend on our continued ability to generate earnings and cash flows. We expect to remain in compliance with all terms and conditions associated with our outstanding debt, including financial debt covenants.
Debt Guarantees
We maintain noncontrolling ownership interests in Sagent M&C, LLC and defi SOLUTIONS Group, LLC (collectively, the “Lending Joint Ventures”). The Lending Joint Ventures maintain variable-rate term loan facilities with aggregate outstanding borrowings of $415 million in senior unsecured debt at March 31, 2025 and variable-rate revolving credit facilities with an aggregate borrowing capacity of $83 million with a syndicate of banks, which mature in April 2027. There were $28 million of aggregate outstanding borrowings on the revolving credit facilities at March 31, 2025. We have guaranteed the debt of the Lending Joint Ventures. We maintained a liability of $19 million at March 31, 2025 for the estimated fair value of our non-contingent obligations to stand ready to perform over the term of the guarantee arrangements. Such guarantees will be amortized in future periods over the contractual term of the debt. In addition, we maintained a contingent liability of $12 million at March 31, 2025, representing the current expected credit losses to which we are exposed. This contingent liability is estimated based on certain financial metrics of the Lending Joint Ventures and historical industry data, which is used to develop assumptions of the likelihood the guaranteed parties will default and the level of credit losses in the event a default occurs. We have not made any payments under the guarantees, nor have we been called upon to do so, and do not anticipate that the Lending Joint Ventures will fail to fulfill their debt obligations.
Cash and Cash Equivalents
Investments, exclusive of settlement assets, with original maturities of 90 days or less that are readily convertible to cash are considered to be cash equivalents as reflected within our consolidated balance sheets.
The table below details our cash and cash equivalents held at:
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Available | $ | 641 | $ | 665 | |||||||
|
Unavailable
(1)
|
536 | 571 | |||||||||
| Total | $ | 1,177 | $ | 1,236 | |||||||
(1)
Represents cash held by our joint ventures that is not available to fund operations outside of those entities unless the board of directors of the relevant entity declares a dividend, as well as cash held by other entities that are subject to foreign exchange controls in certain countries or regulatory capital requirements.
37
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk refers to the risk that a change in the level of one or more market prices, interest rates, inflation, currency exchange rates, indices, correlations or other market factors, such as liquidity, will result in losses for a certain financial instrument or group of financial instruments. Our senior management actively monitors certain market risks to which we are exposed, primarily from fluctuations in interest rates and foreign currency exchange rates. In order to limit our exposure to these risks, we may enter into derivative instruments with creditworthy institutions to hedge against changing interest rates and foreign currency rate fluctuations. We currently utilize forward exchange contracts, fixed-to-fixed cross-currency rate swap contracts and other non-derivative hedging instruments to manage risk.
Our exposure to foreign currency exchange risks generally arises from our international operations to the extent they are conducted in local currency. The major currencies to which our revenues are exposed are the Argentine Peso, Brazilian Real, British Pound, Euro and Indian Rupee. Changes in the value of underlying monetary assets and liabilities of our non-U.S. dollar-denominated foreign investments and foreign currency transactions in highly inflationary economies, primarily Argentina, may result in foreign currency exchange losses. We also have exposure to risks related to currency devaluation in certain countries, including Argentina, which may negatively impact our international operating results if there is a prolonged devaluation of local currencies relative to the U.S. dollar or if the economic conditions in these countries decline.
Additional information about market risks to which we are exposed is included within Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024. There were no significant changes to our quantitative and qualitative analyses about market risk during the three months ended March 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), our management, with the participation of our chief executive officer and chief financial officer, evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2025.
Changes in Internal Control Over Financial Reporting
There was no change in internal control over financial reporting that occurred during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, we or our subsidiaries are named as defendants in lawsuits in which claims are asserted against us. In the opinion of management, the liabilities, if any, which may ultimately result from such lawsuits are not expected to have a material adverse effect on our consolidated financial statements.
38
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below sets forth information with respect to purchases made by or on behalf of us or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of shares of our common stock during the three months ended March 31, 2025:
| Period |
Total Number of
Shares Purchased |
Average Price
Paid per Share |
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(1)
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
(1)
|
|||||||||||||||||||
| January 1-31, 2025 | 2,166,917 | $ | 207.67 | 2,166,917 | 15,867,855 | ||||||||||||||||||
| February 1-28, 2025 | 3,230,000 | 232.02 | 3,230,000 | 72,637,855 | |||||||||||||||||||
| March 1-31, 2025 | 4,324,451 | 219.00 | 4,324,451 | 68,313,404 | |||||||||||||||||||
| Total | 9,721,368 | 9,721,368 | |||||||||||||||||||||
(1)
On February 19, 2025 and February 22, 2023, our board of directors authorized the purchase of up to 60.0 million and 75.0 million shares of our common stock, respectively. These authorizations do not expire.
ITEM 5. OTHER INFORMATION
(c) During the three months ended March 31, 2025,
none of the Company’s directors or Section 16 officers adopted or terminated a Rule 10b5-1 Trading Plan or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K
.
ITEM 6. EXHIBITS
The exhibits listed in the accompanying exhibit index are filed as part of this Quarterly Report on Form 10-Q.
Exhibit Index
|
Exhibit
Number
|
Exhibit Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS* | Inline XBRL Instance Document - The XBRL Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed with this quarterly report on Form 10-Q are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the three months ended March 31, 2025 and 2024, (ii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024, (iii) the Consolidated Balance Sheets at March 31, 2025 and December 31, 2024, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024, (v) Notes to Consolidated Financial Statements, and (vi) the information included in Part II, Item 5(c).
39
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 thereunto duly authorized.
| FISERV, INC. | ||||||||||||||
| Date: | April 25, 2025 | By: | /s/ Robert W. Hau | |||||||||||
| Robert W. Hau | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| Date: | April 25, 2025 | By: | /s/ Kenneth F. Best | |||||||||||
| Kenneth F. Best | ||||||||||||||
| Chief Accounting Officer | ||||||||||||||
TABLE OF CONTENTS
Part I. Financial InformationprintItem 1. Financial StatementsprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II. Other InformationprintItem 1. Legal ProceedingsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint