Sentences and paragraphs of FISV's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20.
Each links to the text at sec.gov.
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AddedRisk Factors
Our embedded finance business involves providing financial services to a merchant’s customers. These financial services may be branded in the name of a merchant. In addition, these financial services may be incorporated into the merchant’s products or services or may be used to facilitate financial transactions that permit the merchant to sell more products or services. In some cases, we resell the services of third parties, including financial institutions, technology providers, or program managers. Those
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
third-party services may be integrated with our own technology or services. We are exposed to financial and performance risks related to the third parties whose services we resell. In addition, we may be contractually entitled to a percentage of the revenue earned by the financial institution or other third party, and accordingly, we may assume risks, either contractually or as a matter of law, that would ordinarily be risks assumed by a financial institution and not by a technology provider. These risks include credit risk, consumer fraud risk, operational risk, and compliance risk. It is possible that state or federal regulators may determine that we are directly subject to regulations that have not previously applied directly to us.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
•our clients may decrease spending for value-added services, or may choose another provider with lower processing fees; and
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
We have claims and lawsuits against us and have received governmental inquiries that may result in adverse outcomes.
Read it in 10-K 2026-02-19 at sec.gov ↗
RemovedRisk Factors
house. Further, our small merchant business clients may seek reduced fees due to pricing competition, their own financial condition or pressure from their customers.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
Our operations depend on receiving, storing, processing and transmitting sensitive information pertaining to our business, our employees, our clients and their customers. Under the card network rules, various federal, state and international laws, and client contracts, we are responsible for information provided to us by financial institutions, merchants, ISOs, third-party service
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
We rely on third parties we do not control to provide us with products and services, including payment card networks, acquiring processors, payment card issuers, financial institutions and the Automated Clearing House (“ACH”) network which transmit transaction data, process chargebacks and refunds, and perform clearing services in connection with our settlement activities. If,
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedRisk Factors
Our products and services require sophisticated knowledge of the financial services industry, applicable regulatory and industry requirements, computer systems, and software applications, and if we cannot hire or retain the necessary skilled personnel, we could suffer delays in new product development, experience difficulty complying with applicable requirements or otherwise fail to satisfy our clients’ demands. applications.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
In addition, we are subject to Nacha rules relating to payment transactions processed by us using the ACH network and to various federal and state laws regarding such operations, including laws pertaining to electronic fund transfer and electronic benefits transactions, as well as the Payment Card Industry Data Security Standard enforced by the major card brands.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
A weakening in the economy or competition from other among retailers could force some retailers to close, resulting in exposure to potential credit losses and declines in transactions, and reduced earnings on transactions due to a potential shift to large discount merchants. merchants with whom we may have less economically favorable contractual terms.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Such legislation and regulations may impose obligations related to our development, offering, and use of artificial intelligence intelligence, particularly those use cases that are deemed by the law to be “high risk”, and expose us to increased risk of regulatory enforcement and litigation.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Furthermore, the integration of our services that integrate third-party artificial intelligence models with our services relies may rely on certain safeguards implemented by the third-party developers providers of the underlying artificial intelligence models, including those related to the accuracy, bias and other variables of the data, and these safeguards may be insufficient.
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RewordedRisk Factors
We currently offer merchant acquiring, processing and issuing services outside of the U.S., including in the U.K., Germany, Mexico, Uruguay, Argentina, India and Brazil. U.S.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Although it is difficult to predict how current or future tariffs on items imported from or exported to other countries will impact our business, the cost of our products manufactured in other countries and imported into the U.S. or elsewhere elsewhere, or manufactured in the U.S. and exported elsewhere, could increase, which could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Our indebtedness could: decrease our ability to obtain additional financing for working capital, capital expenditures, general corporate or other purposes; limit our flexibility to make acquisitions; increase our cash requirements to support the payment of interest; limit our flexibility in planning for, or reacting to, changes in our business and our industry; limit our ability to return capital to shareholders, including through share repurchases; and increase our vulnerability to adverse changes in general economic and industry conditions.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
If we fail to keep pace with technological change, including as a result of artificial intelligence, we could lose clients or have trouble attracting new clients, and our ability to grow may be limited. clients.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
At December 31, 2024, 2025, we had approximately $2.4 $2.1 billion in variable rate debt, which includes $899 an aggregate $950 million drawn on our revolving credit facility and foreign lines of credit, and an aggregate amount of $1.5 $1.2 billion outstanding under our U.S. dollar and Euro commercial paper programs.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
State-sponsored cybersecurity attacks on the U.S. financial system or U.S. financial service providers and financial systems could also adversely affect our business.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Our facilities outside of the U.S., and those of our suppliers and vendors, including manufacturing, customer support, software development and technology hosting facilities, are subject to risks, including natural disasters, public health crises, political crises, terrorism, war, political instability or economic instability, regulatory or policy changes and other events outside of our or our suppliers’ control.
Read it in 10-K 2026-02-19 at sec.gov ↗
Quiet changesRisk Factors
In Europe and the U.K., their respective General Data Protection Regulations (collectively, “GDPR”) extends the scope of their data protection laws to all companies processing data of individuals within the E.U. and the U.K., regardless of the company’s location, subject to certain limitations.
Read it in 10-K 2026-02-19 at sec.gov ↗
Quiet changesRisk Factors
The impairment of a significant portion of these assets would could negatively affect our results of operations.
Read it in 10-K 2026-02-19 at sec.gov ↗
Quiet changesRisk Factors
Our balance sheet includes goodwill and intangible assets that represent approximately 60% of our total assets at December 31, 2024. 2025.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
We are focused on providing exceptional client service, world-class execution, value-added technology solutions, and cutting-edge innovation. Our long-term focus is to meet our financial commitments, deliver compelling, innovative solutions that address our clients’ most critical needs, and realize productivity and efficiency gains by embedding artificial intelligence (“AI”) in our products, services and business operations.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
In the third quarter of 2025, we launched the One Fiserv action plan designed to prioritize and enhance client focus across five strategic pillars. The One Fiserv action plan centers our investments in areas that build on Fiserv’s strengths, including: operating with a client-first mindset to win new enterprise clients and grow average revenue per client; building the pre-eminent small business operating platform through Clover®; creating differentiated, innovative platforms in finance and commerce, including embedded finance and stablecoin; delivering operational excellence enabled by AI; and employing disciplined capital allocation for the long-term.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
To advance this transformation, we are simplifying and standardizing processes, adopting new ways of working, and embedding AI to create a higher-quality, more productive business. This approach rethinks how business functions operate and aligns our product portfolio for the future. We are modernizing our technology infrastructure, enhancing resiliency, and reengineering our operating model through AI and advanced automation. We expect these efforts to strengthen efficiency, scalability, and innovation to deliver differentiated value and an exceptional experience for our clients.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
On December 17, 2025, we acquired StoneCastle Cash Management, LLC, INDX Processing, LLC and StoneCastle Trust Co. (collectively, “StoneCastle”), a provider of deposit funding solutions. StoneCastle is included within the Financial segment and provides its network of depository institutions easy access to stable, cost efficient deposit funding. On October 1, 2025, we acquired a portion of The Toronto-Dominion Bank’s merchant processing business in Canada (“TD Merchant Canada”). This business is included within the Merchant segment and expands the footprint of our Clover® platform. In connection with this transaction, we signed a multi-year strategic managed services program agreement with The Toronto-Dominion Bank to utilize our technology, including Clover, within its Merchant Solutions business.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
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. 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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
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 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 our presence within the Asia-Pacific region.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
We acquired these businesses for an aggregate purchase price, including deferred payments, of $856 million, net of $84 million of acquired cash and including earn-out provisions estimated at a fair value of $35 million.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
As of October 1, 2025, we performed our annual goodwill impairment assessment and determined that the estimated fair values exceeded the respective carrying values for each of our reporting units. Subsequently, we determined that a triggering event occurred in the fourth quarter of 2025 due to a sustained decline in our stock price and, therefore, performed an additional goodwill impairment test as of December 31, 2025. The impairment assessment performed at December 31, 2025 determined that our goodwill of $37.7 billion was not impaired as the estimated fair values exceeded the respective carrying values for each of our reporting units. At December 31, 2025, fair values exceeded carrying values by less than 15% for eight of our reporting units with an aggregate goodwill balance of $18.5 billion as follows:
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
Given the significance of our goodwill and intangible asset balances, an adverse change in the fair value and recoverability of the assets could result in an impairment charge, which may be material to our consolidated financial statements.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
The net gain on sales and distribution of other assets in 2025 includes an $89 million gain related to the distribution of certain merchant contracts for the redemption of a minority partner’s membership interest.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
and for share repurchases. 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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedMD&A
Net merchant cash advances, including our Clover Capital and settlement anticipation programs, during 2025 were $636 million. We offer advanced funding of settlement activity associated with operations in Latin America through our settlement
Read it in 10-K 2026-02-19 at sec.gov ↗
RemovedMD&A
On October 9, 2023, we acquired Skytef Solucões em Captura de Transações Ltda (“Skytef”), a distributor for ISV partners and merchants of our Electronic Funds Transfer payments software. Skytef is included within the Merchant segment and expands our distribution network and POS applications. On November 1, 2023, we acquired Sled S.A. (“Sled”), a provider of instant payment solutions. Sled is included within the Merchant segment and expands our direct payment service capabilities. We acquired these businesses in Latin America for an aggregate purchase price, including hold-backs, of $17 million.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
On July 25, 2023, we sold our financial reconciliation business, which was reported within the Financial segment, for cash proceeds of $235 million. We recognized a pre-tax gain of $172 million on the sale during the year ended December 31, 2023.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
Our focus on long-term client relationships and recurring, transaction-oriented products and services has reduced the impact that consolidation in the financial services industry has had on us. Rather than reducing the overall market, these consolidations transfer accounts among financial institutions. If a client loss occurs due to merger or acquisition, we typically receive a
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
contract termination fee based on the size of the client and how early in the contract term the contract is terminated. We believe that our sizable and diverse client base, combined with our value-added software and services-led model, and our position as a leading provider of non-discretionary, recurring revenue-based products and services, gives us a solid foundation for growth.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The operations of our Argentina subsidiary have experienced higher interest rates and inflation relative to historical averages. The potential benefits of higher transitory revenue from above-average interest and inflation may be offset in whole or in part by, or may be less than, foreign currency exchange losses related to a significant devaluation of the Argentine Peso.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
We repurchased $5.5 billion of our common stock during the year ended December 31, 2024. In August 2023, we repurchased 4.1 million shares of our common stock for $121.98 per share in a privately negotiated transaction with ValueAct Capital Master Fund, L.P. for an aggregate purchase price of $500 million. Including this transaction, we repurchased $4.7 billion of our common stock in 2023.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
In 2024, we entered into definitive agreements to acquire CCV and Payfare, which are expected to close in the first quarter of 2025, for an estimated aggregate purchase price of $360 million.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedMD&A
Foreign lines of credit $ 762 $ 784 $ 442 Finance lease and other financing obligations 477 326 313 Total short-term and current maturities of long-term debt $ 1,239 $ 1,110 $ 755 Long-term debt: 2.750% senior notes due July 2024 $ — $ 2,000 3.850% senior notes due June 2025 900 $ — $ 900 2.250% senior notes due July 2025 (British Pound-denominated) — 661 672 3.200% senior notes due July 2026 2,000 2,000 5.150% senior notes due March 2027 750 — 750 2.250% senior notes due June 2027 1,000 1,000 1.125% senior notes due July 2027 (Euro-denominated) 589 521 555 5.450% senior notes due March 2028 900 900 2.875% senior notes due June 2028 (Euro-denominated) 883 — 5.375% senior notes due August 2028 700 700 4.200% senior notes due October 2028 1,000 1,000 3.500% senior notes due July 2029 3,000 3,000 4.750% senior notes due March 2030 850 — 850 2.650% senior notes due June 2030 1,000 1,000 1.625% senior notes due July 2030 (Euro-denominated) 589 521 555 4.550% senior notes due February 2031 1,000 — 5.350% senior notes due March 2031 500 — 500 4.500% senior notes due May 2031 (Euro-denominated) 942 835 889 3.000% senior notes due July 2031 (British Pound-denominated) 709 661 672 3.500% senior notes due June 2032 (Euro-denominated) 912 — 5.600% senior notes due March 2033 900 900 5.625% senior notes due August 2033 1,300 1,300 5.450% senior notes due March 2034 750 — 750 5.150% senior notes due August 2034 900 900 5.250% senior notes due August 2035 1,000 — 4.000% senior notes due June 2036 (Euro-denominated) 765 — 4.400% senior notes due July 2049 2,000 2,000 U.S. dollar commercial paper notes 326 221 418 Euro commercial paper notes 839 1,239 1,321 Revolving credit facility 188 115 74 Unamortized discount and deferred financing costs (169) (150) (145) Finance lease and other financing obligations 1,635 656 652 Total long-term debt $ 27,758 $ 23,730 $ 22,363
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
Year Ended Increase (Decrease) December 31, (In millions) 2025 2024 2023 $ % Net income $ 3,490 $ 3,180 $ 3,129 $ 51 310 Depreciation and amortization 3,207 3,138 3,162 (24) 69 Share-based compensation 357 367 342 25 (10) Deferred income taxes (942) (662) (511) (151) (280) Net gain on sales and distribution of other assets (120) — (120) Gain on sale of businesses and other assets investments (74) — (167) 167 Loss (74) (Income) loss from investments in unconsolidated affiliates (37) 685 15 670 (722) Distributions from unconsolidated affiliates 44 39 55 (16) 5 Non-cash settlement charge for terminated pension plans 147 — 147 (147) Non-cash foreign currency exchange losses 159 92 67 Net changes in working capital and other (263) (863) 600 (22) (355) 333 Net cash provided by operating activities $ 6,062 $ 6,631 $ 5,162 $ 1,469 28% (569) (9)% Capital expenditures, including capitalized software and other intangibles $ 1,763 $ 1,569 $ 1,388 $ 181 13% 194 12%
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
Selling, general and administrative expenses as a percentage of total revenue in 2024 2025 was favorably negatively impacted by higher payments to distribution partners of approximately 60 basis points, an increase in personnel costs of approximately 50 basis points, and costs associated with our One Fiserv transformation program of approximately 20 basis points, partially offset by a reduction in amortization of acquisition-related intangible acquisition related-intangible assets of approximately 80 basis points, as well as expense management initiatives. points.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
In March 2024, we May 2025, Fiserv Funding Unlimited Company, an indirect wholly owned subsidiary of Fiserv, Inc., completed the public offering and issuance of $2.0 €2.175 billion of senior notes, comprised of $750 €750 million aggregate principal amount of 5.150% 2.875% senior notes due in March 2027, $500 June 2028 (the “2028 notes”), €775 million aggregate principal amount of 5.350% 3.500% senior notes due in March 2031 June 2032 (the “2032 notes”) and $750 €650 million aggregate principal amount of 5.450% 4.000% senior notes due in March 2034. June 2036 (the “2036 notes”).
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RewordedMD&A
Interest expense, net increased $219 $298 million, or 22%, 25%, in 2024 2025 compared to 2023 2024 due to higher fixed rate outstanding borrowings associated with debt financing activities, including our public offering and issuance issuances of $2.0 billion, €2.175 billion and $1.75 billion of senior notes in March 2024 August 2025, May 2025 and August 2024, respectively. respectively, as well as an increase in finance lease and other financing obligations.
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RewordedMD&A
Total expenses as a percentage of total revenue in 2025 were favorably impacted in 2024 by operating leverage across our various businesses, as well as a reduction in amortization of acquisition-related intangible assets of approximately 100 80 basis points. points, and an $89 million gain related to the distribution of certain merchant contracts for the redemption of a minority partner’s membership interest.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
Global macroeconomic conditions, including changing interest rates, inflation, rates; inflation; disruptions in the global supply chain, chain; changes in consumer spending, spending; legislative changes, including potential effects of new tax laws; the effects of international hostilities, hostilities; political conditions, and conditions; regulations restricting trade or impacting our ability to offer products or services, services; and trade policies and tariffs, could have a material adverse effect on our business, results of operations and financial condition.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
We used the net proceeds from this senior notes offering for general corporate purposes, including the repayment of a portion of our commercial paper notes, our 3.850% senior notes due in June 2025 and for share repurchases, and our 2.250% senior notes due in July 2024, the repayment of a portion of our 2.750% senior notes. 2025.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
At December 31, 2024, 2025, the 3.850% senior notes due in June 2025 and 2.250% 3.200% senior notes due in July 2025 2026 were classified in the consolidated balance sheet as long-term, as we have the intent ability to refinance this such debt on a long-term basis, and the ability to do so under our revolving credit facility.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
On September 25, 2023, 5, 2025, we acquired the remaining 49% 49.9% ownership interest interest, including cash held of $195 million, in European AIB Merchant Services B.V., (“AIBMS”), a Netherlands-based merchant acceptance business, payments solution provider, for $56 $420 million.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedMD&A
Additionally, Enterprise contributed 3% and 2% 1% to Merchant segment revenue growth in 2024 and 2023, respectively, 2025, primarily driven by transaction growth in both 2024 and 2023, growth, as well as new clients wins an increase in 2024. data and analytics sales.
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RewordedMD&A
Revenue at Corporate and Other increased $78 $41 million, or 6%, 3%, in 2024 2025 compared to 2023 and increased $97 million, or 8%, in 2023 compared to 2022 2024 due to increased postage revenue in both 2024 and 2023. revenue.
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Quiet changesMD&A
If we conclude that it is more likely than not that the fair value of a reporting unit is may be less than its carrying value, we perform a quantitative impairment test.
Read it in 10-K 2026-02-19 at sec.gov ↗
Quiet changesMD&A
However, if If future operating performance is below our expectations or there are material changes to forecasted revenue growth rates or operating margins, risk-adjusted discount rates, foreign currency exchange rates, effective income tax rates, or some combination thereof, a decline in the fair value of the reporting units could result in, and we may be required to record, a goodwill impairment charge.
Read it in 10-K 2026-02-19 at sec.gov ↗
Quiet changesMD&A
As a result, during the measurement period, which may can be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.
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Quiet changesMD&A
We establish a valuation allowance against our deferred tax assets when, based upon the weight of all available evidence, we believe it is more likely than not that all or some portion or all of the deferred tax assets will not be realized.
Read it in 10-K 2026-02-19 at sec.gov ↗