FISERV INC

Previous wording

•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.

Current wording

•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 and six months ended June 30, 2025 to the comparable periods in 2024.

Previous wording

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.

Current wording

We move more than money, with a purpose 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.

Previous wording

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 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.

Current wording

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 solutions, enabling our ability to accelerate the deployment of our Clover POS and business management platform across Europe.

Previous wording

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.

Current wording

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, subject to adjustment 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.

Previous wording

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 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.

Current wording

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 a 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 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.

Previous wording

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.

Current wording

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 these businesses to work together and create long-term growth opportunities for all parties.

Previous wording

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.

Current wording

Revenue in our Merchant segment increased $234 million, or 10%, in the second quarter of 2025 and increased $353 million, or 8%, in the first six months of 2025 compared to 2024. Merchant segment revenue growth included $55 million in the second quarter of 2025 from our CCV acquisition. In the second quarter and first six months of 2025, Small Business contributed 7% and 6% to Merchant segment revenue growth, respectively, primarily driven by our Clover POS and business management platform, including increased payment volumes and the expansion of our merchant relationships through value-added services. Small Business revenue growth also included revenue from the CCV acquisition, as mentioned above. Additionally, Enterprise contributed 2% to Merchant segment revenue growth in both the second quarter and first six months of 2025, primarily driven by transaction growth. Processing’s contribution to Merchant segment revenue growth was nominal in both the second quarter and first six months of 2025.

Previous wording

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.

Current wording

Revenue in our Financial segment increased $173 million, or 7%, in the second quarter of 2025 and increased $305 million, or 7%, in the first six months of 2025 compared to 2024. Digital Payments contributed 3% to Financial segment revenue growth in both the second quarter and first six months of 2025, driven by increased license and data and analytics sales, along with an increase in transaction volume, including growth in Zelle® transactions, in both the second quarter and first six months of 2025. Issuing contributed 5% and 3% to Financial segment revenue growth in the second quarter and first six months of 2025, respectively, driven by data and analytics sales in the second quarter of 2025, and an increase in active accounts in both the second quarter and first six months of 2025. Banking’s contribution to Financial segment revenue growth was nominal in both the second quarter and first six months of 2025.

Previous wording

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.

Current wording

Revenue at Corporate and Other increased $2 million in the second quarter of 2025 and decreased $2 million in the first six months of 2025 compared to 2024, as postage revenue was relatively consistent in both periods.

Previous wording

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.

Current wording

Total expenses increased $141 million, or 4%, in the second quarter of 2025 and $174 million, or 2%, in the first six months of 2025 compared to 2024. Total expenses as a percentage of total revenue decreased 270 basis points to 69.3% in the second quarter of 2025 and 290 basis points to 71.0% in the first six months of 2025 compared to 2024. Total expenses as a percentage of total revenue were favorably impacted by scalable revenue growth and revenue mix. Total expenses as a percentage of total revenue were also favorably impacted by a reduction in amortization of acquisition-related intangible assets of approximately

Previous wording

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.

Current wording

Cost of processing and services as a percentage of processing and services revenue increased to 32.8% in the second quarter of 2025 compared to 32.4% in the second quarter of 2024 and increased to 33.5% in the first six months of 2025 compared to 33.1% in the first six months of 2024. Cost of processing and services as a percentage of processing and services revenue was relatively consistent as margins associated with revenue growth were consistent with existing revenue streams.

Previous wording

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.

Current wording

Cost of product as a percentage of product revenue decreased to 57.3% in the second quarter of 2025 compared to 66.1% in the second quarter of 2024 and decreased to 60.0% in the first six months of 2025 compared to 69.7% in the first six months of 2024. Cost of product as a percentage of product revenue decreased primarily due to an increase in high margin license and data and analytics sales in the second quarter and first six months of 2025.

Previous wording

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.

Current wording

Selling, general and administrative expenses as a percentage of total revenue decreased to 31.0% in the second quarter of 2025 compared to 33.2% in the second quarter of 2024 and decreased to 31.9% in the first six months of 2025 compared to 34.0% in the first six months of 2024. Selling, general and administrative expenses as a percentage of total revenue was favorably impacted by scalable revenue growth, as well as a reduction in amortization of acquisition-related intangible assets of approximately 60 basis points and 70 basis points, and a reduction of acquisition and integration related expenses of approximately 20 basis points and 10 basis points, in the second quarter and first six months of 2025, respectively.

Previous wording

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.

Current wording

Operating income in our Financial segment increased $151 million, or 14%, in the second quarter of 2025 and increased $291 million, or 14%, in the first six months of 2025 compared to 2024. Operating margin increased 280 basis points to 48.7% in the second quarter of 2025 and increased 310 basis points to 48.1% in the first six months of 2025 compared to 2024. Operating income and operating margin growth in our Financial segment were primarily due to an increase in high margin license and data and analytics sales, as well as expense management initiatives.

Previous wording

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.

Current wording

The operating loss in Corporate and Other decreased $85 million in the second quarter of 2025 and decreased $118 million in the first six months of 2025 compared to 2024. The operating loss in the second quarter and first six months of 2025 were favorably impacted by a reduction of amortization of acquisition-related intangible assets of $29 million and $67 million, as well as a reduction of acquisition and integration related expenses of $14 million and $36 million, respectively. The remaining favorable impact to operating loss in the second quarter of 2025 was due to expense management initiatives across various corporate functions. The operating loss in the first six months of 2024 included a $12 million facility impairment.

Previous wording

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.

Current wording

Interest expense, net increased $80 million, or 28%, in the second quarter of 2025 compared to 2024 and increased $150 million, or 27%, in the first six months of 2025 compared to 2024 due to our public offering and issuance of €2.175 billion and $1.75 billion of senior notes in May 2025 and August 2024, respectively, as well as higher outstanding borrowings under our U.S. dollar commercial paper program and foreign lines of credit.

Previous wording

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.

Current wording

Other expense, net increased $34 million in the second quarter of 2025 and $45 million in the first six months of 2025 compared to 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 in highly inflationary economies, including Argentina, resulted in foreign currency exchange losses of $46 million and $18 million for the three months ended June 30, 2025 and 2024, and $64 million and $53 million for the six months ended June 30,

Previous wording

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.

Current wording

The income tax provision as a percentage of income before income taxes and loss from investments in unconsolidated affiliates was 19.0% and 19.4% for the three months ended June 30, 2025 and 2024, and 18.6% and 18.2% for the six months ended June 30, 2025 and 2024, respectively. The effective income tax rate for each of the six months ended June 30, 2025 and 2024 included discrete tax benefits from equity compensation, resulting in a lower effective income tax rate compared to the statutory income tax rate.

Previous wording

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.

Current wording

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 non-cash impairment charges and acquired intangible asset amortization from valuations in purchase accounting, was $16 million and $8 million in the second quarter of 2025 and 2024, and $24 million and $16 million in the first six months of 2025 and 2024, respectively.

Previous wording

Net (Loss) Income Attributable to Noncontrolling Interests

Current wording

Net Income Attributable to Noncontrolling Interests

Previous wording

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, 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.

Current wording

Net income attributable to noncontrolling interests and redeemable noncontrolling interest relates to the minority partners’ share of the net income in our consolidated subsidiaries. Net income attributable to noncontrolling interests, including acquired intangible asset amortization from valuations in purchase accounting, was $4 million and $15 million in the second quarter of 2025 and 2024, and $1 million and $32 million in the first six months of 2025 and 2024, respectively. Effective June 2024, we mutually agreed to terminate a joint venture agreement with a merchant alliance joint venture minority partner, resulting in lower net income attributable to noncontrolling interests for the second quarter and first six months of 2025.

Previous wording

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.

Current wording

Net income attributable to Fiserv, Inc. per share-diluted was $1.86 and $1.53 in the second quarter of 2025 and 2024, and was $3.36 and $2.76 in the first six months 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 6% and 5% in the second quarter and first six months of 2025, respectively, compared to the second quarter and first six months of 2024, due to our share repurchase program.

Previous wording

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.

Current wording

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 $999 million, proceeds from the issuance of U.S. dollar and Euro commercial paper, and available capacity under our revolving credit facility of $2.0 billion (net of outstanding revolver borrowings and $4.0 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 June 30, 2025.

Previous wording

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.

Current wording

Our operating cash flow was $2.3 billion in the first six months of 2025, an increase of 6% compared with $2.2 billion in the first six months of 2024. This increase was primarily attributable to increased profitability, partially offset by higher working capital use compared to the first six months of 2024, including increased accounts receivable and prepaid expenses.

Previous wording

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.

Current wording

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 $539 million during the first six months of 2025. These cash advances are funded through a combination of operating cash and various short-term lines of credit. Our capital expenditures were approximately 8% of our total revenue for both the first six months of 2025 and 2024.

Previous wording

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.

Current wording

We repurchased 21.9 million shares of our common stock for $4.4 billion and 20.2 million shares of our common stock for $3.0 billion during the first six 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 June 30, 2025, we had approximately 56.1 million shares remaining under our existing share repurchase authorizations. Shares repurchased are generally held for issuance in connection with our equity plans.

Previous wording

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.

Current wording

We acquired Payfare, CCV, Pinch Payments and Money Money in the first six months of 2025 for an aggregate purchase price, including deferred payments, of $365 million, net of $72 million of acquired cash and including earn-out provisions estimated at a fair value of $27 million. We funded these acquisitions by utilizing a combination of available cash and commercial paper. The results of operations for these acquired businesses are included in our consolidated results from the respective dates of acquisition.

Previous wording

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.

Current wording

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, subject to adjustment upon completion of the contractual valuation and separation process.

Previous wording

At March 31, 2025, our debt consisted primarily of $21.8 billion of fixed-rate senior notes and $4.1 billion of outstanding 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.

Current wording

At June 30, 2025, our debt consisted primarily of $23.6 billion of fixed-rate senior notes and $3.2 billion of outstanding 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.

Previous wording

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.

Current wording

At June 30, 2025, the 2.250% senior notes due in July 2025 were classified in the consolidated balance sheet as long-term, as we have the ability to refinance such debt 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.

Previous wording

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.

Current wording

Net merchant cash advances, including our Clover Capital program and advanced funding of settlement activity, during the first six months of 2025 were $539 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.

Previous wording

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.

Current wording

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 $61 million at June 30, 2025. We are required to pay a facility fee based on the aggregate commitments in effect under the credit agreement from time to time.

Previous wording

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.

Current wording

During the first six 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.

Previous wording

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.

Current wording

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 $410 million in senior unsecured debt at June 30, 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 $52 million of aggregate outstanding borrowings on the revolving credit facilities at June 30, 2025. We have guaranteed the debt of the Lending Joint Ventures. We maintained a liability of $17 million at June 30, 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 $10 million at June 30, 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.

Previous wording

(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.

Current wording

(1)Represents cash held by our joint ventures that is not available to fund operations outside of those entities unless approved by the board of directors of the relevant entity, as well as cash held by other entities that are subject to foreign exchange controls in certain countries or regulatory capital requirements.