FISERV INC

Previous wording

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.

Current wording

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 successfully implement the One Fiserv action plan; 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.

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

Previous wording

On April 4, 2025, we acquired Pinch Payments NZ Limited (together with Zootive Pty Ltd, “Pinch Payments”), a payment facilitator. Pinch Payments is included within the Merchant segment and expands our flexible payment services for our partners and clients, and presence within the Asia-Pacific region. On June 4, 2025, we acquired Money Money Serviços Financeiros S.A. (“Money Money”), a provider of risk analysis and credit decisioning solutions. Money Money is included within the Merchant segment and expands our payment and financial service capabilities, enabling access to working capital and other payment solutions for small and medium-sized businesses.

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. On April 4, 2025, we acquired Pinch Payments NZ Limited (together with Zootive Pty Ltd, “Pinch Payments”), a payment facilitator. Pinch Payments is included within the Merchant segment and expands our flexible payment services for our partners and clients, and presence within the Asia-Pacific region. On June 4, 2025, we acquired Money Money Serviços Financeiros S.A. (“Money Money”), a provider of risk analysis and credit decisioning solutions. Money Money is included within the Merchant segment and expands our payment and financial service capabilities, enabling access to working capital and other payment solutions for small and medium-sized businesses. On September 4, 2025, we acquired CardFree Inc. (“CardFree”), an all-in-one platform delivering integrated order, payment and loyalty solutions for merchants. CardFree is included within the Merchant segment and further expands the capabilities of our Clover® platform across the hospitality, restaurant and lodging industries. On September 25, 2025, we acquired the Smith Consulting Group, LLC business (“SCG”), an operational consulting service utilized by community banks and credit unions across the U.S. SCG is included within the Financial segment and supports our ability to provide consultative engagement to enhance community banks’ and credit unions’ strategic investments.

Previous wording

We acquired these businesses 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.

Current wording

We acquired these businesses for an aggregate purchase price, including deferred payments, of $397 million, net of $73 million of acquired cash and including earn-out provisions estimated at a fair value of $27 million.

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, 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.

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 an initial cash payment of $453 million. Completion of the contractual valuation and separation process during the third quarter of 2025 did not result in a significant adjustment to the initial cash payment received. 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

On April 17, 2025, we acquired the remaining 19% ownership interest in ICICI Merchant Services Private Limited, a merchant acceptance business, for $22 million. We previously held a majority controlling financial interest in this subsidiary, which continues to be consolidated and reported within the Merchant segment. On June 5, 2025, we entered into an agreement to acquire the remaining 49.9% ownership interest in AIB Merchant Services (“AIBMS”), a payments solution provider. We currently maintain a majority controlling financial interest in AIBMS and will continue to consolidate this entity, as a fully owned subsidiary, within the Merchant segment. The transaction is expected to close in the third quarter of 2025, subject to regulatory approval and other customary closing conditions.

Current wording

On April 17, 2025, we acquired the remaining 19% ownership interest in ICICI Merchant Services Private Limited, a merchant acceptance business, for $22 million. We previously held a majority controlling financial interest in this subsidiary, which continues to be consolidated and reported within the Merchant segment. On September 5, 2025, we acquired the remaining 49.9% ownership interest, including cash held of $195 million, in AIB Merchant Services (“AIBMS”), a payments solution provider, for $420 million. We previously held a majority controlling financial interest in this subsidiary, which continues to be consolidated and reported within the Merchant segment.

Previous wording

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.

Current wording

In addition, our operating results in certain foreign countries in which we operate may be adversely impacted by fluctuations in interest rates and 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 interest rate and 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.

Previous wording

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.

Current wording

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 judgment 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.

Previous wording

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.

Current wording

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, net gain on sales and distribution of other assets, and foreign currency fluctuations.

Previous wording

(1)Represents the basis point growth in operating margin.

Current wording

(1)Represents the basis point growth (decline) in operating margin.

Previous wording

(1)Represents the basis point growth in operating margin.

Current wording

(1)Represents the basis point growth (decline) in operating margin.

Previous 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.

Current wording

Revenue in our Merchant segment increased $117 million, or 5%, in the third quarter of 2025 and increased $470 million, or 7%, in the first nine months of 2025 compared to 2024. Small Business contributed 5% to Merchant segment revenue growth in both the third quarter and first nine months of 2025, 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 in both periods. Additionally, Enterprise contributed 1% to Merchant segment revenue growth in both the third quarter and first nine months of 2025, primarily driven by transaction growth, as well as an increase in data and analytics sales in both periods. A decrease in Processing’s revenue partially offset Merchant segment revenue growth in the third quarter of 2025.

Previous 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.

Current wording

Revenue at Corporate and Other increased $10 million in the third quarter of 2025 and increased $8 million in the first nine months of 2025 compared to 2024, due to increased postage revenue in both periods.

Previous 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.

Current wording

Cost of processing and services as a percentage of processing and services revenue increased to 34.8% in the third quarter of 2025 compared to 31.8% in the third quarter of 2024 and increased to 34.0% in the first nine months of 2025 compared to 32.7% in the first nine months of 2024. Cost of processing and services as a percentage of processing and services revenue in both the third quarter and first nine months of 2025 was impacted by a lower level of processing revenue growth and higher data processing costs.

Previous 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.

Current wording

Cost of product as a percentage of product revenue increased to 68.6% in the third quarter of 2025 compared to 67.6% in the third quarter of 2024 and decreased to 62.6% in the first nine months of 2025 compared to 69.0% in the first nine months of 2024. Cost of product as a percentage of product revenue was relatively consistent in the third quarter of 2025 compared to the third quarter of 2024, and decreased in the first nine months of 2025 due to an increase in high margin data and analytics sales and license revenue.

Previous 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.

Current wording

Selling, general and administrative expenses as a percentage of total revenue increased to 33.5% in the third quarter of 2025 compared to 30.8% in the third quarter of 2024 and decreased to 32.4% in the first nine months of 2025 compared to 32.9% in the first nine months of 2024. Selling, general and administrative expenses as a percentage of total revenue in the third quarter of 2025 was primarily impacted by higher residual payments to channel partners of approximately 150 basis points and an increase in severance, acquisition and integration related expenses of approximately 70 basis points, along with various other slight increases. Selling, general and administrative expenses as a percentage of total revenue in the first nine months of 2025 was impacted by a reduction in amortization of acquisition related-intangible assets of approximately 90 basis points, partially offset by higher residual payments to channel partners.

Previous 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.

Current wording

Operating income in our Financial segment decreased $152 million, or 13%, in the third quarter of 2025 and increased $139 million, or 4%, in the first nine months of 2025 compared to 2024. Operating margin decreased 490 basis points to 42.5% in the third quarter of 2025 and increased 50 basis points to 46.3% in the first nine months of 2025 compared to 2024. The decreases in operating income and operating margin in our Financial segment in the third quarter of 2025 were primarily due to a decrease in high margin license revenue, along with higher data processing costs. Operating income and operating margin growth in our Financial segment in the first nine months of 2025 were primarily due to an increase in high margin data and analytics sales and license revenue.

Previous 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.

Current wording

The operating loss in Corporate and Other increased $45 million in the third quarter of 2025 and decreased $73 million in the first nine months of 2025 compared to 2024. The operating loss in the third quarter of 2025 was primarily impacted by increased severance, acquisition and integration related expenses of $37 million. The operating loss in the first nine months of 2025 was primarily impacted by a reduction in amortization of acquisition-related intangible assets of $91 million.

Previous 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.

Current wording

Interest expense, net increased $96 million, or 29%, in the third quarter of 2025 compared to 2024 and increased $246 million, or 28%, in the first nine months of 2025 compared to 2024 due to debt financing activities, including our public offering and issuances of $2.0 billion, €2.175 billion and $1.75 billion of senior notes in August 2025, May 2025 and August 2024, respectively, as well as higher outstanding borrowings under our U.S. dollar commercial paper program. Interest expense, net was also impacted by an increase in borrowing costs from higher interest rates in Argentina in the third quarter of 2025.

Previous 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,

Current wording

Other expense, net increased $45 million in the third quarter of 2025 and increased $90 million in the first nine 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 $53 million and $22 million for the three months ended September 30, 2025 and 2024, and $117 million and $75 million for the nine months ended September 30, 2025 and 2024, respectively. Other expense, net in the third quarter and first nine months of 2024 included $2 million and $29 million, respectively, related to gains on the sale and remeasurement of certain equity securities.

Previous 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.

Current wording

The income tax provision as a percentage of income before income taxes and income (loss) from investments in unconsolidated affiliates was 17.9% and 5.8% for the three months ended September 30, 2025 and 2024, and 18.4% and 13.5% for the nine months ended September 30, 2025 and 2024, respectively. The effective income tax rate for each of the nine months ended September 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. The effective income tax rate for the three and nine months ended September 30, 2024 included a deferred tax benefit of $142 million recorded within the income tax provision associated with a non-cash impairment charge of $570 million recorded within income (loss) from investments in unconsolidated affiliates.

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 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.

Current wording

Our share of income (loss) from unconsolidated affiliates accounted for using the equity method is reported as income (loss) from investments in unconsolidated affiliates, and the related tax benefit is reported within the income tax provision in the consolidated statements of income. Income (loss) from investments in unconsolidated affiliates, including non-cash impairment charges and acquired intangible asset amortization from valuations in purchase accounting, was $8 million and $(626) million in the third quarter of 2025 and 2024, and $(16) million and $(642) million in the first nine months of 2025 and 2024, respectively. The third quarter and first nine months of 2024 included a $570 million non-cash impairment related to the Wells Fargo Merchant Services merchant alliance.

Previous 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.

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 $7 million in both the third quarter of 2025 and 2024, and $8 million and $39 million in the first nine 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 first nine months of 2025.

Previous 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.

Current wording

Net income attributable to Fiserv, Inc. per share-diluted was $1.46 and $0.98 in the third quarter of 2025 and 2024, and $4.83 and $3.74 in the first nine 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% in both the third quarter and first nine months of 2025 compared to the third quarter and first nine 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 $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.

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 lease and other financing obligations; 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 $1.1 billion, proceeds from the issuance of U.S. dollar and Euro commercial paper, and available capacity under our revolving credit facility of $3.4 billion (net of $4.6 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 September 30, 2025.

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 $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.

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 $614 million during the first nine 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 nine months of 2025 and 2024.

Previous 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.

Current wording

We repurchased 29.1 million shares of our common stock for $5.4 billion and 27.8 million shares of our common stock for $4.3 billion during the first nine months of 2025 and 2024, respectively. On February 19, 2025, our board of directors authorized the purchase of up to 60.0 million of our common stock. As of September 30, 2025, we had approximately 48.9 million shares remaining under our existing share repurchase authorization. Shares repurchased are generally held for issuance in connection with our equity plans.

Previous 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.

Current wording

We acquired Payfare, CCV, Pinch Payments, Money Money, CardFree, and SCG in the first nine months of 2025 for an aggregate purchase price, including deferred payments, of $397 million, net of $73 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, subject to adjustment 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 in April 2025, we received an initial cash payment of $453 million. Completion of the contractual valuation and separation process during the third quarter of 2025 did not result in a significant adjustment to the initial cash payment received.

Previous wording

In April 2025, we acquired the remaining 19% ownership interest in ICICI Merchant Services Private Limited for $22 million. We previously held a majority controlling financial interest in this consolidated subsidiary and funded this transaction with available cash. In June 2025, we entered into an agreement to acquire the remaining 49.9% ownership interest in AIBMS, which is expected to close in the third quarter of 2025, subject to regulatory approval and other customary closing conditions. We currently maintain a majority controlling financial interest in this consolidated subsidiary.

Current wording

In April 2025, we acquired the remaining 19% ownership interest in ICICI Merchant Services Private Limited for $22 million. We previously held a majority controlling financial interest in this consolidated subsidiary and funded this transaction with available cash. In September 2025, we acquired the remaining 49.9% ownership interest, including cash held of $195 million, in AIBMS for $420 million. We previously held a majority controlling financial interest in this consolidated subsidiary and funded this transaction utilizing a combination of available cash and commercial paper.

Previous 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.

Current wording

At September 30, 2025, our debt consisted primarily of $24.9 billion of fixed-rate senior notes and $2.5 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 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.

Current wording

At September 30, 2025, the 3.200% senior notes due July 2026 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 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.

Current wording

Net merchant cash advances, including our Clover Capital program and advanced funding of settlement activity, during the first nine months of 2025 were $614 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. We collect a portion of the corresponding receivables from card issuers over several months. Therefore, in the event we are unable to continue to borrow in the Latin

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 $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.

Current wording

In August 2025, we entered into a new senior unsecured multicurrency revolving credit facility with substantially the same syndicate of banks that were lenders under our prior revolving credit facility, which we voluntarily terminated and replaced. The new credit facility matures in August 2030 and provides for a maximum aggregate principal amount of availability of $8.0 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. There were no outstanding borrowings under the revolving credit facility at September 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 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.

Current wording

During the first nine 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 $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.

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 $404 million in senior unsecured debt at September 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 $21 million of aggregate outstanding borrowings on the revolving credit facilities at September 30, 2025. We have guaranteed the debt of the Lending Joint Ventures. We maintained a liability of $14 million at September 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 $8 million at September 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 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.

Current wording

(2)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.