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What changed in FISERV INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of FISERV INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+343 added−359 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-22)

Top changes in FISERV INC's 2024 10-K

343 paragraphs added · 359 removed · 263 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

64 edited+18 added−33 removed51 unchanged
Biggest changeThe businesses in our Acceptance segment distribute products and services through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, ISVs, financial institutions, and other strategic partners in the form of joint venture alliances, revenue sharing alliances (“RSAs”), and referral agreements.
Biggest changeThe business lines aggregated within the Merchant segment consist of the following: • Small Business – provides products and services to small businesses and independent software vendors (“ISVs”), including Clover ® , our POS and business management platform for small business clients • Enterprise – provides products and services to large businesses, including our integrated omnichannel operating system for enterprise clients 2 Table of Contents • Processing – provides products and services to financial institutions, joint ventures, and other third party resellers which have direct relationships with merchants We distribute the products and services in the Merchant segment businesses through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, ISVs, independent sales organizations (“ISOs”), financial institutions and other strategic partners in the form of merchant alliances, revenue sharing alliances and referral agreements.
We have grown our business organically and through acquisitions by signing new clients, expanding the products and services we provide to existing clients, offering new and enhanced products and services developed through innovation and acquisition, and extending our capabilities geographically, all of which have enabled us to deliver a wide range of products and services and created new opportunities for growth.
We have grown our business through acquisitions and organically by signing new clients, expanding the products and services we provide to existing clients, offering new and enhanced products and services developed through innovation and acquisition, and extending our capabilities geographically, all of which have enabled us to deliver a wide range of products and services and created new opportunities for growth.
The principal account processing solutions used by our depository institution clients are Finxact, Cleartouch ® , DNA ® , Precision ® , Premier ® , Signature ® and Portico ® . All of these systems are available in the U.S., and the DNA and Signature platforms are also available globally.
The principal account processing solutions used by our depository institution clients are Cleartouch ® , DNA ® , Finxact, Portico®, Precision ® , Premier ® and Signature ® . All of these systems are available in the U.S., and the DNA, Finxact and Signature platforms are also available globally.
More information regarding supply chain risks can be found under the heading “Competitive and Business Risks ” in the Risk Factors section of this report and our human capital resources can be found below under the heading “Human Capital.” Intellectual Property We regard our software, transaction processing services and related products as proprietary, and we use a combination of patent, copyright, trademark and trade secret laws, internal security practices, employee confidentiality and assignment agreements, and third-party non-disclosure agreements to protect our intellectual property assets.
More information regarding supply chain risks can be found under the heading “Competitive and Business Risks ” in the Risk Factors section of this report and our human capital resources can be found below under the heading “Human Capital.” Intellectual Property We regard our hardware, software, transaction processing services and related products as proprietary, and we use a combination of patent, copyright, trademark and trade secret laws, internal security practices, employee confidentiality and assignment agreements, and third-party non-disclosure agreements to protect our intellectual property assets.
We are focused on operating businesses where we have: deep industry expertise that enables us to serve the market with high effectiveness; a strong competitive position, currently or via a clear path in the foreseeable future; long-term, trusted client relationships that are based on recurring services and transactions; differentiated solutions that deliver value to our clients through integration and innovation; and strong management to execute strategies in a disciplined manner.
Our Strategy We are focused on operating businesses where we have: deep industry expertise that enables us to serve the market with high effectiveness; a strong competitive position, currently or via a clear path in the foreseeable future; long-term, trusted client relationships that are based on recurring services and transactions; differentiated solutions that deliver value to our clients through integration and innovation; and strong management to execute strategies in a disciplined manner.
If we process payments for a merchant or other client in violation of laws, rules and regulations, we could be subject to enforcement actions and incur losses and liabilities that may impact our business. Anti-Money Laundering, Anti-Bribery, and Sanctions Regulations. We are subject to anti-money laundering laws and regulations, including the U.S. Bank Secrecy Act (“BSA”).
If we process payments for a merchant or other client in violation of laws, rules and regulations, we could be subject to enforcement actions and incur losses and liabilities that may impact our business. Anti-Money Laundering and Sanctions Regulations. We are subject to anti-money laundering laws and regulations, including the U.S. Bank Secrecy Act (“BSA”).
In developing our products, we use current software development principles, such as service-oriented architecture, to create efficiencies, and we stress interaction with and responsiveness to the needs of our clients. In addition, we use our data and artificial intelligence (“AI”) to help us create new products and services and to enhance existing ones.
In developing our products, we use current software development principles, such as service-oriented architecture, to create efficiencies, and we stress interaction with and responsiveness to the needs of our clients. In addition, we use our data and artificial intelligence (“AI”) responsibly to help us create new products and services and to enhance existing ones.
Some of these data protection laws, including in the E.U., India, United Arab Emirates and China, impose requirements regarding data rights and security and either prohibit the international transfer of personal data or restrict such transfers absent lawfully recognized transfer mechanisms.
Some of these data protection laws, including in the E.U., Brazil, India, United Arab Emirates and China, impose requirements regarding data rights and security and either prohibit the international transfer of personal data or restrict such transfers absent lawfully recognized transfer mechanisms.
To assess employee engagement, we periodically collect employee feedback through employee engagement surveys, including annual enterprise-wide surveys and issue-specific surveys. These surveys cover a variety of topics, such as engagement, well-being, client experience, communication, teamwork, manager effectiveness, trust and diversity and inclusion.
To assess employee engagement, we periodically collect employee feedback through employee engagement surveys, including annual enterprise-wide surveys and issue-specific surveys. These surveys cover a variety of topics, such as engagement, well-being, client experience, communication, teamwork, manager effectiveness, trust and inclusion.
Federal Banking Agencies, which is comprised of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency. We are regulated based on the uniform principles, standards, and guidance created by the Federal Financial Institutions Examination Council (“FFIEC”).
Federal Banking Agencies, which are comprised of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency. We are regulated based on the uniform principles, standards, and guidance created by the Federal Financial Institutions Examination Council (“FFIEC”).
Our principal electronic bill payment and presentment product for financial and other institutions, CheckFree ® RXP ® , allows our clients’ customers to manage household bills via an easy-to-use, online tool; view billing and payment information; pay and manage all of their bills in one place; and complete same-day or next-day bill payments to a wide range of billers and others.
Our electronic bill payment and presentment product for financial and other institutions, CheckFree ® RXP ® , allows our clients’ customers to manage household bills via an easy-to-use, online tool; view billing and payment information; pay and manage their bills in one place; and complete same-day or next-day bill payments to a wide range of billers and others.
Item 1. Business Overview Fiserv, Inc. is a leading global provider of payments and financial services technology solutions. We are publicly traded on the New York Stock Exchange and part of the S&P 500 Index. We serve clients around the globe, including merchants, banks, credit unions, other financial institutions and corporate clients.
Item 1. Business Overview Fiserv, Inc. is a leading global provider of payments and financial services technology solutions. We are publicly traded on the New York Stock Exchange and part of the S&P 500 Index. We serve clients around the globe, including merchants, banks, credit unions, other financial institutions, corporate and public sector clients.
In the U.S., we are also subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, and in conjunction with the Federal Reserve Board’s Regulation II, caps debit interchange rates for certain debit and prepaid card issuers; prohibits card issuers and payment networks from restricting the ability of merchants to direct the routing of debit card transactions; requires all debit card issuers in the U.S. to participate in at least two unaffiliated debit payment card networks; prohibits payment card networks from restricting debit and prepaid card issuers from contracting with other payment card networks; and generally prohibits network exclusivity arrangements for debit card and prepaid card issuers.
In the U.S., we are also subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, and in conjunction with the Federal Reserve Board’s Regulation II, caps debit interchange rates for certain debit and prepaid card issuers; prohibits card issuers and payment networks from restricting the ability of merchants to direct the routing of debit card transactions; requires all debit card issuers in the U.S. to participate in at least two unaffiliated debit payment card networks; prohibits payment card networks from restricting debit and prepaid card issuers from contracting with other payment 7 Table of Contents card networks; and generally prohibits network exclusivity arrangements for debit card and prepaid card issuers.
We provide employees with numerous training and development opportunities, including through an e-learning platform specifically geared toward global technology associates; our Leading Women program, designed to accelerate the professional growth of female top talent across each of our global regions; our Leading Fiserv program, designed to develop critical leadership skills for frontline managers; our Vision to Results leadership program, focused on driving enterprise goals; and an online learning platform that provides global access to over 15,000 courses.
We provide employees with numerous training and development opportunities, including through an e-learning platform specifically geared toward global technology associates; our Leading Women program, designed to accelerate the professional growth of female top talent across each of our global regions; our Leading Fiserv program, designed to develop critical leadership skills for frontline managers; our Vision to Results leadership program, focused on driving enterprise goals; and an online platform that provides global access to over 10,000 learning opportunities.
Money Transmission and Payment Instrument Licensing and Regulations. We are subject to various U.S. federal, state and foreign laws and regulations governing money transmission and the issuance and sale of payment instruments, including some of our prepaid products. In the U.S., most states license money transmitters and issuers of payment instruments.
We are subject to various U.S. federal, state and foreign laws and regulations governing money transmission and the issuance and sale of payment instruments, including some of our prepaid products. In the U.S., most states license money transmitters and issuers of payment instruments.
These solutions also include security, report generation and other features that financial institutions need to process transactions for their customers. Although many of our clients obtain a majority of their processing requirements from us, our software design allows clients to start with one application and, as needed, add applications and features developed by us or by third parties.
These solutions also include security, reporting and other features that financial institutions need to process transactions for their customers. Although many of our clients obtain a majority of their processing requirements from us, our software design allows clients to start with one application and, as needed, add applications and features developed by us or by third parties.
We also have obligations under various state laws, such as the California Consumer Privacy Act, which, among other things, give consumers more control over the personal information businesses hold about them.
We also have obligations under various state privacy and cybersecurity laws, such as the California Consumer Privacy Act, which, among other things, give consumers more control over the personal information businesses hold about them.
Our businesses in those jurisdictions are subject to those data retention obligations. 9 Table of Contents Communications Laws. We are subject to various federal and state laws that govern telephone calls and the issuance of text messages to clients and consumers in the U.S. as well as to regulations that impose requirements on marketing emails sent to U.S residents.
Our businesses in those jurisdictions are subject to those data retention obligations. Communications Laws. We are subject to various federal and state laws that govern telephone calls and the issuance of text messages to clients and consumers in the U.S. as well as to regulations that impose requirements on marketing emails sent to U.S residents.
We currently use AI in a variety of ways, including to enable higher quality customer service experiences, platform analytics, and fraud mitigation across a number of solutions. 6 Table of Contents Resources Our business depends on a variety of resources to operate including products and services provided to us by third parties.
We currently use AI in a variety of ways, including to enable higher quality customer service experiences, platform analytics, and fraud mitigation across a number of solutions. Resources Our business depends on a variety of resources to operate including products and services provided to us by third parties.
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which governs the use and disclosure of protected health information in healthcare treatment, payment and operations by covered entities and their business associates. We are also subject to the 8 Table of Contents Federal Trade Commission Act which empowers the U.S.
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which governs the use and disclosure of protected health information in healthcare treatment, payment and operations by covered entities and their business associates. We are also subject to the Federal Trade Commission Act which empowers the U.S.
In addition, CashFlow Central ℠ , an integrated digital payment and cash flow management experience, enables financial institutions to better meet the payments needs of small businesses.
In addition, CashFlow Central ℠ , an integrated digital payment and cash flow management product, enables financial institutions to better meet the payments needs of small businesses.
In the European Union (“E.U.”) and the U.K., we are subject to the General Data Protection Regulation (“GDPR”), which impose a comprehensive approach to personal data protection and include penalties for non-compliance of up to the greater of 20 million Euro or four percent of a company’s consolidated global revenue.
In the European Union (“E.U.”) and the U.K., we are subject to the General Data Protection Regulation (“GDPR”), which impose a comprehensive approach to personal data protection and include penalties for non-compliance of up to the greater of 20 million Euro (or 17.5 million British Pound) or four percent of a company’s consolidated global revenue.
Depending on the needs of our client, we deliver these solutions through our proprietary processing platforms, software application licenses, or software-as-a-service hosted in the cloud. Our solutions in North America primarily use our Optis ℠ platform to provide transaction authorization and posting, account maintenance and settlement.
Depending on the needs of our client, we deliver these solutions through our proprietary processing platforms, software application licenses, or SaaS hosted in the cloud. Our solutions in North America primarily use our Optis ℠ platform to provide transaction authorization and posting, account maintenance and settlement.
Human Capital The Talent and Compensation Committee of our Board of Directors assists the Board of Directors in establishing our compensation philosophy and strategy and overseeing our human capital management strategy which includes maintaining a culture committed to attracting, developing and retaining top talent, supporting diversity and inclusion efforts, fostering innovation, and promoting employee engagement, safety and well-being.
Human Capital The Talent and Compensation Committee of our Board of Directors assists the Board of Directors in establishing our compensation philosophy and strategy and overseeing our human capital management strategy which includes maintaining a culture committed to attracting, developing and retaining top talent, fostering innovation, and promoting employee engagement, safety and well-being.
We believe we can further improve the quality of our client delivery while reducing our costs by using the opportunities created by our size and scale. • Portfolio Management .
We believe we can further improve the quality of our client delivery while reducing our costs by using the opportunities created by our size and scale. 5 Table of Contents • Portfolio Management .
Because a number of our businesses provide services to regulated financial institutions, we are a significant service provider under the Bank Service Company Act and as such we are subject to examination by the U.S.
Because a number of our businesses provide services to regulated financial institutions, we are considered to be a significant service provider under the Bank Service Company Act and, as a result, we are subject to examination by the U.S.
There are also additional obligations that apply to us by virtue of the fact that we provide services in the financial services industry or are considered to be providing critical infrastructure to our clients. Examples of these are the SOCI Act in Australia, the EBA Outsourcing Requirements in the E.U. and the CERT-In obligations in India.
There are also additional obligations that apply to us by virtue of the fact that we provide services in the financial services industry or are considered to be providing critical infrastructure to our clients including the SOCI Act in Australia, the EBA Outsourcing Requirements and the Digital Operational Resilience Act in the E.U. and the CERT-In obligations in India.
In addition, several of our subsidiaries outside of the U.S. provide services such as merchant terminal leasing, debit processing, acquiring, issuing, factoring and settlement that make them subject to regulation by financial services supervisory agencies, including the Financial Conduct Authority (“FCA”) in the United Kingdom (“U.K.”), the Federal Financial Supervision Agency in Germany, the National Bank of Poland, the Reserve Bank of Australia, the Central Bank of Brazil and the Monetary Authority of Singapore.
In addition, several of our subsidiaries outside of the U.S. provide services such as merchant terminal leasing, debit processing, acquiring, issuing, factoring and settlement that make them subject to regulation by financial services supervisory agencies, including the Financial Conduct Authority (“FCA”) and Payment Systems Regulator in the United Kingdom (“U.K.”), the Federal Financial Supervision Agency in Germany, the National Bank of Poland, the Central Bank of the Netherlands, the Central Bank of Ireland, the Reserve Bank of Australia, the Central Bank of Brazil, the Central Bank of Uruguay, the Monetary Authority of Singapore, Bank Negara Malaysia (BNM) and Australian Transaction Reports and Analysis Centre.
Output Solutions Our Output Solutions business provides business statement and card products and services to clients across a wide variety of industries, including financial services, healthcare, retail, utilities, telecommunications, insurance and travel and entertainment.
We provide business statement and card products and services to clients across a wide variety of industries, including financial services, healthcare, retail, utilities, telecommunications, insurance and travel and entertainment.
Privacy and Cybersecurity Regulations. We provide services that are subject to various federal, state, local and foreign privacy and cybersecurity laws and regulations, as well as association and network privacy and cybersecurity rules, which govern, among other things, the collection, processing, storage, deletion, use and disclosure of personal information.
We provide services that involve the collection and processing of significant amounts of data, including personal data financial data and other sensitive data which subject our offerings to various federal, state, local and foreign privacy and cybersecurity laws and regulations, as well as association and network privacy and cybersecurity rules, which govern, among other things, the collection, processing, storage, deletion, use and disclosure of personal information.
In 2023, we had $19.1 billion in total revenue, $5.0 billion in operating income and $5.2 billion of net cash provided by operating activities. Processing and services revenue, which in 2023 represented 82% of our total revenue, is primarily generated from account- and transaction-based fees under multi-year contracts that generally have high renewal rates.
In 2024, we had $20.5 billion in total revenue, $5.9 billion in operating income and $6.6 billion of net cash provided by operating activities. Processing and services revenue, which in 2024 represented 81% of our total revenue, is primarily generated from account- and transaction-based fees under multi-year contracts that generally have high renewal rates.
Enterprise Payment Solutions Our enterprise payment solutions products and services enable operating efficiencies and management insight by providing financial institutions with the infrastructure they need to process, route and settle non-card-based electronic payments, including Automated Clearing House (“ACH”), wire and instant payments, and to efficiently manage associated information flows.
Additionally, we offer products and services which enable operating efficiencies and management insight by providing financial institutions with the infrastructure they need to process, route and settle non-card-based electronic payments, including ACH, wire and instant payments, and to efficiently manage associated information flows.
Our Money Network Financial, LLC subsidiary provides prepaid access for various open loop prepaid programs for which it is the program manager and therefore must meet the requirements of the Financial Crimes Enforcement Network. We are subject to anti-corruption laws and regulations, including the U.S.
Our Money Network Financial, LLC subsidiary provides prepaid access for various open loop prepaid programs for which it is the program manager and therefore must meet the requirements of the Financial Crimes Enforcement Network. We are also subject to certain economic and trade sanctions programs that are administered by the U.S.
In addition to assessing engagement, the survey results enable us to gain insight into employee perspectives and issues which we use to enhance processes, set priorities and respond to associate concerns. In 2023, 92% of our associates participated in our engagement survey.
In addition to assessing engagement, the survey results enable us to gain insight into employee perspectives and issues which we use to enhance processes, set priorities and respond to associate concerns. In 2024, 94% of our associates participated in our engagement survey. The categories in which we were ranked highest were “operational excellence” and “manager effectiveness”.
Our patents cover innovations relating to numerous financial software and hardware products and services, and we continue, where appropriate, to seek and secure patents with respect to our ongoing innovations. We believe that we possess all proprietary rights necessary to conduct our business.
Our patents cover innovations relating to numerous financial software and hardware products and services, and we continue, where appropriate, to seek and secure patents with respect to our ongoing innovations.
We believe that we compete favorably in each of these categories. Additional information about competition in our segments is provided below. Acceptance Our Acceptance segment competes with merchant acquirers and financial institutions that provide acquiring and processing services to businesses on their own. In many cases, our alliance and commercial partners, such as ISOs and ISVs, compete against each other.
We believe that we compete favorably in each of these categories. Additional information about competition in our segments is provided below. Merchant The products and services in our Merchant segment compete with merchant acquirers and financial institutions that provide acquiring and processing services to businesses on their own.
Our VisionPLUS ® software is used outside of the U.S. as both a processing solution and a licensed software solution that enables some clients to process transactions on their own. We also provide financial institutions with solutions that support the lifecycle of a cardholder, including acquisition, fraud detection, credit risk management, servicing, collections and professional services.
Our FirstVision ™ and VisionPLUS ® products are used globally to provide transaction processing services or are licensed to enable clients to process transactions on their own. We also provide financial institutions with solutions that support the lifecycle of a cardholder, including acquisition, fraud detection, credit risk management, servicing, collections and professional services.
Our products and services include electronic document management through our electronic document delivery products and services; card manufacturing, personalization and mailing; statement production and mailing; and design and fulfillment of direct mail services.
Our products and services include electronic document management through our electronic document delivery products and services; card manufacturing, personalization and mailing; statement production and mailing; and design and fulfillment of direct mail services. Our prepaid card processing services include stored value cards offered by our Money Network ® businesses.
These networks are available to all issuers and merchants in the U.S. Credit Processing Our credit processing business provides solutions to financial institutions and other issuers of credit, such as group service providers, retailers and consumer finance companies, to enable them to process credit card transactions on behalf of their customers.
Our credit card processing services provide solutions to financial institutions and other issuers of credit, such as group service providers, retailers and consumer finance companies, to enable them to process credit card transactions on behalf of their customers.
Revenue from products and services as a percentage of total revenue were as follows: Year Ended December 31, (In millions) 2023 2022 2021 Total revenue $ 19,093 $ 17,737 $ 16,226 Domestic 85 % 86 % 86 % International (1) 15 % 14 % 14 % (1) Represents revenue in the following international regions: EMEA (Europe, Middle East and Africa), LATAM (Latin America) and APAC (Asia-Pacific).
We have operations and offices located both within the U.S. and Canada, and internationally, which as a percentage of total revenue were as follows: Year Ended December 31, (In millions) 2024 2023 2022 Total revenue $ 20,456 $ 19,093 $ 17,737 U.S. and Canada 85 % 85 % 86 % International (1) 15 % 15 % 14 % (1) Represents revenue in the following international regions: EMEA (Europe, Middle East and Africa), LATAM (Latin America) and APAC (Asia-Pacific).
Development and Retention We are committed to creating a high-performance culture that consistently delivers excellence for our clients and long-term value for our shareholders while providing a workplace experience for our employees that values collaboration, innovation and diversity. Career development and internal mobility are important aspects of our value proposition for employees.
As of December 31, 2024, we had over 38,000 employees worldwide. Development and Retention We are committed to creating a high-performance culture that consistently delivers excellence for our clients and long-term value for our shareholders while providing a workplace experience for our employees that values collaboration, innovation and 9 Table of Contents diversity.
We also compete with merchant services providers and, in a number of countries outside of the U.S., our Acceptance segment competes with a growing number of local and regional providers. In addition, payment networks and large technology, media and other integrated payments software providers are increasingly offering products and services that compete with our suite of merchant acquiring solutions.
In addition, payment networks and large technology, media and other integrated payments software providers are increasingly offering products and services that compete with our suite of merchant acquiring solutions.
We are also subject to certain economic and trade sanctions programs that are administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions to or from, or dealings with, specified countries, governments, individuals and entities that are specially designated nationals of those countries, including narcotics traffickers and terrorists or terrorist organizations.
Treasury Department’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions to or from, or dealings with, specified countries, governments, individuals and entities that are specially designated nationals of those countries, including narcotics traffickers and terrorists or terrorist organizations. Other group entities may be subject to additional local sanctions requirements in other relevant jurisdictions.
The Money Network service simplifies payment distribution for organizations while reducing or eliminating expenses associated with issuing traditional paper checks. This service also provides consumers without bank accounts with fast, digital access to their money, including wages. Money Network solutions include Electronic Payroll Delivery, government disbursements, digital disbursements and corporate incentives as well as single-load and reloadable prepaid account options.
The Money Network service simplifies payment distribution for organizations while reducing or eliminating expenses associated with issuing traditional paper checks. This service also provides consumers without bank accounts with fast, digital access to their 4 Table of Contents money, including wages.
Segment Realignment We are effecting changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution clients.
Effective in the first quarter of 2024, we realigned our reportable segments to correspond with changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution clients (the “Segment Realignment”). Our new reportable segments are the Merchant Solutions (“Merchant”) segment and the Financial Solutions (“Financial”) segment.
The Gift Solutions business provides end-to-end, omnichannel solutions to securely implement and manage gift card programs that help clients drive revenue, engagement and loyalty.
Our Enterprise business also provides end-to-end, omnichannel solutions to securely implement and manage stored value programs such as gift cards and loyalty, which help clients drive revenue and customer engagement.
These services enable our clients to reduce costs, collect payments faster through multiple channels and increase customer satisfaction, and provide customers flexible, easy-to-use ways to view and pay their bills.
These services enable our clients to reduce costs, collect payments faster through multiple channels and increase customer satisfaction, providing customers flexible, easy-to-use ways to view and pay their bills. Processing We provide products and services to financial institutions, joint ventures, and other third-party resellers such as ISOs, which have direct relationships with merchants.
By integrating next-generation hardware and software-as-a-service (“SaaS”) applications, along with value-added solutions, Clover has become a leader in enabling omnichannel commerce solutions for SMBs and ISVs, with touchless commerce through QR code-based payments, online ordering solutions, and virtual terminals. We also offer small business owners access to capital through our Clover Capital cash advance program.
By integrating next-generation hardware and SaaS capabilities, along with value-added services, Clover has become a leader in enabling omnichannel commerce solutions for small businesses. We also offer small business owners advance access to capital through our Clover Capital cash advance and, within our international operations, merchant anticipation programs.
Competition The market for technology products and services in the industries we serve is fragmented, highly competitive, and served by a multitude of large and small businesses.
We believe that we possess all proprietary rights necessary to conduct our business. 6 Table of Contents Competition The market for technology products and services is fragmented, highly competitive, and served by a multitude of large and small businesses.
Our person-to-person payments and account-to-account transfer services allow consumers a convenient way to send and receive money while offering financial institutions the opportunity to generate new transaction-based revenue, attract new accounts and increase loyalty among existing customers. We partner with Early Warning Services, LLC to offer a turnkey implementation of its Zelle ® real-time person-to-person payments service.
These networks are available to all issuers and merchants in the U.S. Our person-to-person payment and account-to-account transfer services allow consumers a convenient way to send and receive money while offering financial institutions the opportunity to generate new transaction-based revenue, attract new accounts and increase loyalty among existing customers.
We provide agent sales forces, ISVs, VARs and PSPs with specialized sales capabilities and integrated merchant technology solutions to help them grow their businesses and manage their portfolios. Partner technology tools enable real-time access to portfolio activity and pricing management.
We provide these distribution partners with integrated merchant technology solutions to help them grow their businesses and manage their portfolios. Partner technology tools enable real-time access to portfolio activity and pricing management. These strategic alliances combine our commerce-enabling technology, processing capabilities and management expertise with the distribution capabilities, footprint and customer relationships of our partners.
These laws and rules contain a variety of obligations including the safeguarding of personal information, the provision of notices and use and disclosure rights. The regulations and rules are complex and evolving and can provide for significant penalties or the suspension or termination of our registrations or certifications for non-compliance.
These laws and rules contain a variety of obligations including the safeguarding of personal information, the provision of notices and use and disclosure rights.
Acceptance The businesses in our Acceptance segment provide a wide range of commerce-enabling solutions and serve merchants of all sizes around the world. Acceptance solutions enable businesses to securely accept payment transactions online or in-person. Payment transactions include credit, debit, stored-value and loyalty payments online or through a physical POS or mobile device, such as a smartphone or tablet.
Small Business We offer merchant acquiring solutions to enable small businesses to securely accept payment transactions online or in-person. Payment transactions include credit, debit, gift card and loyalty payments online or through a physical POS or mobile device, such as a smartphone or tablet.
Clients may use our payment platform applications on a licensed or hosted basis, and as an add-on to existing legacy technology or as a stand-alone comprehensive modern payments platform. Payments The businesses in our Payments segment provide financial institutions and corporate and public sector clients with the products and services required to process digital payment transactions.
Clients may use our payment platform applications on a licensed or hosted basis, and as an add-on to existing legacy technology or as a stand-alone comprehensive modern payments platform. Issuing We provide credit card processing services; card production services; print services; prepaid card processing services; government payment processing; and student loan processing.
PEP+ is another enterprise payment solutions offering, which is a mainframe system that allows financial institutions to automatically receive and originate electronic payments through the ACH network in a straight-through processing manner.
These products and services provide multiple payment capabilities, including domestic and international wire transfers and real time payments connection to the FedNow Service and RTP Network. PEP+ is an enterprise payment solution that allows financial institutions to automatically receive and originate electronic payments through the ACH network in a straight-through processing manner.
Payments The businesses in our Payments segment primarily compete with businesses that offer consumer payment solutions and a number of payment and card issuer processors. In addition to traditional payments competitors, large technology, media and other emerging financial technology providers are increasingly seeking to provide alternative payment and financing solutions.
Financial The products and services in our Financial segment compete with large, diversified software and service companies, independent suppliers of software products, businesses that offer consumer payment solutions and a number of payment and card issuer processors.
Our debit processing also provides security, risk and fraud management solutions, which incorporate machine-learning-based predictive technology, that help financial institutions securely operate and grow their business by preventing fraud. CardHub provides our clients’ customers with mobile, customizable card management and alert tools that drive engagement and revenue for card issuers.
We provide debit card processing services, which include tokenization, loyalty and reward programs; customized authorization processing; gateway processing to payment networks; ATM managed services and cash and logistics management; and risk management products. We also provide security, risk and fraud management solutions, which incorporate machine-learning-based predictive technology, that help financial institutions securely operate and grow their business by preventing fraud.
Existing and potential financial institution and other corporate clients could also develop and use their own in-house systems or custom-designed solutions instead of our products and services. 7 Table of Contents Government Regulation Our operations, and the products and services that we offer, are subject to various U.S. federal, state and local regulation, as well as regulation outside the U.S.
In addition to traditional payments competitors, large technology, media and other emerging financial technology providers are increasingly seeking to provide alternative payment and financing solutions. Existing and potential financial institution and other corporate clients could also develop and use their own in-house systems or custom-designed solutions instead of our products and services.
Core Account Processing Solutions We provide account servicing and management technology products and services to our depository institution clients, as well as a range of integrated, value-added banking products and services. Account processing solutions enable a financial institution to operate systems that process customer deposit and loan accounts, an institution’s general ledger, central information files and other financial information.
The lines between merchant acquiring, payment processing and banking are increasingly interconnected, as more banking and payment transactions are initiated at different touchpoints within merchant engagement. Account processing solutions enable a financial institution to operate systems that process customer deposit and loan accounts, an institution’s general ledger, central information files and other financial information.
Account processing solutions are offered primarily as an outsourced service or can be installed on client-owned computer systems or those hosted by third parties. 3 Table of Contents Our account processing business also provides consulting services, business operations services and related software products that enable the transition of check capture from branch and teller channels to digital self-service deposit channels, including mobile, merchant and ATM.
We also offer consulting services, business operations services and related software products that enable the transition of check capture from branch and teller channels to digital self-service deposit channels, including mobile, merchant and ATM. Through the Fiserv ® Clearing Network, we provide check clearing and image exchange services.
Through this integrated operating system, numerous payment and commerce solutions can be accessed, including payment acceptance, payments optimization, network routing, fraud detection, online electronic benefits transfers and digital payouts.
These solutions help clients maximize approval rates, reduce declines, lower fraud and chargebacks, reduce costs and improve the customer experience. Through this integrated platform, a variety of payment and commerce solutions can be accessed, including payment acceptance, payments optimization, fraud mitigation, online electronic benefits transfers, pay-by-bank and digital payouts.
Digital Financial Solutions Our digital financial solutions business includes Experience Digital (“XD”), our principal consumer and business digital banking platform, which includes our Configure ™ , Architect ™ , Corillian Online ® , Mobiliti ™ and Create ™ products.
Account processing solutions are offered primarily as an outsourced service or can be installed on client-owned computer systems or those hosted by third parties. Our principal consumer and business digital banking platform, Experience Digital (“XD”), builds on our Configure ™ , Architect ™ , Corillian Online ® , Mobiliti ™ and Create ™ products.
Through the Fiserv ® Clearing Network, we provide check clearing and image exchange services. Other products and services include image archive with online retrieval, in-clearings, exceptions and returns, statements, and fraud detection. Our deposit liquidity solutions enable our clients to retain, monetize and grow their deposit account base while analyzing customer demand and enabling customer short-term liquidity.
Other products and services include image archive with online retrieval, in-clearings, exceptions and returns, statements, and fraud detection.
The solutions in this segment include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection products; Clover, our cloud-based POS and integrated commerce operating system for small and mid-sized businesses (“SMBs”) and independent software vendors (“ISVs”); and Carat ℠ , our integrated operating system for large businesses.
Merchant Solutions The businesses in our Merchant segment provide commerce-enabling products and services to companies of all sizes around the world. These products and services include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection solutions; stored-value solutions; software-as-a-service (“SaaS”); POS devices; and pay-by-bank solutions.
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We have operations and offices located both within the U.S. and Canada, and internationally.
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Our headquarters are located at 600 N. Vel R. Phillips Avenue, Milwaukee, Wisconsin 53203, and our telephone number is (262) 879-5000.
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Our operations are comprised of the Merchant Acceptance (“Acceptance”) segment, the Financial Technology (“Fintech”) segment and the Payments and Network (“Payments”) segment. Our headquarters are located at 255 Fiserv Drive, Brookfield, Wisconsin 53045, and our telephone number is (262) 879-5000. We are relocating our global headquarters location to Milwaukee, Wisconsin in March 2024.
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Our global point-of-sale and business management platform, Clover ® , includes hardware and software technology necessary to enable small business merchants to accept payments; take orders; schedule pick-up and delivery services; and provide vertical specific business management tools.
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Merchants, financial institutions and distribution partners in the Acceptance segment are frequently clients of our other segments. 2 Table of Contents Clover Clover is our cloud-based POS and integrated commerce operating system for SMBs and ISVs designed for business management.
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Enterprise We provide products and services to large businesses that are designed to enable clients to engage in commerce through various channels including online and mobile, drive value and savings through transactions, and engage more customers. Our integrated omnichannel operating system allows enterprise clients to orchestrate payments and create consistent customer commerce experiences, delivered how and when their customers want.
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The Clover platform includes hardware and software technology necessary to enable SMB merchants to accept payments, process transactions, provide online ordering, maintain an e-commerce presence, and generate consumer loyalty through Clover’s customer engagement tools.
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We also offer a single platform for payment facilitators, marketplaces, software companies, and acquiring banks to compliantly manage boarding, credit and risk, and money movement for sub-merchants. Clients can access our enterprise services through Commerce Hub™, our next generation gateway and orchestration layer that provides full-function e-commerce, omnichannel and multi-acquirer solutions that ease development effort and maintenance.
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Carat Carat is our integrated operating system for large businesses, designed to enable clients to accept more payments, engage more customers, and optimize commerce. Carat helps clients maximize approval rates, reduce declines, lower fraud and chargebacks, reduce costs and improve the customer experience by enabling new capabilities, such as buying online, picking up in store or ordering ahead.
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We help our clients consolidate their forms of stored value in a single digital wallet that is enabled in-store for true omnichannel customer engagement. Additionally, we provide payment services to companies, such as utilities, telephone and cable companies, lending institutions and insurance providers.
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This wide variety of services enables Carat to help clients create more revenue, reduce their cost of payments, reach more consumers, and enable innovative omnichannel transactions such as voice-enabled commerce and payments.
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Financial Solutions The businesses in our Financial segment provide products and services to financial institution, corporate and public sector clients across the world, enabling the processing of customer loan and deposit accounts, digital payments and card transactions.
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Distribution Channels and Partnerships Acceptance segment businesses distribute solutions and services through direct sales teams, as well as indirect sales channels, such as agent sales forces, ISVs, value-added resellers (“VARs”), and payment service providers (“PSPs”).
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The business lines aggregated within the Financial segment consist of the following: • Digital Payments – provides debit card processing services; debit network services; security and fraud protection products; bill payment; person-to-person payments; and account-to-account transfers 3 Table of Contents • Issuing – provides credit card processing services; prepaid card processing services; card production services; print services; government payment processing; and student loan processing • Banking – provides customer loan and deposit account processing; digital banking; financial and risk management; professional services and consulting; and check processing Digital Payments We are a leading enabler of digital payment capabilities to financial institutions of all sizes, including solutions that help clients enable debit card processing services, peer-to-peer payments, account-to-account transfers, bill payment capabilities, and Automated Clearing House (“ACH”) and real-time payments.
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We also provide marketing services, data analytics and other tools that enable partners to further expand their businesses in local communities, specific industry verticals, and through e-commerce channels.
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CardHub provides our clients’ customers with mobile, customizable card management and alert tools that drive engagement and revenue for card issuers. We also own and operate the Accel ® , STAR ® and MoneyPass ® networks, which provide access to funds for debit card purchases through any physical and online channel.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeEven if intellectual property claims brought against us are without merit, they may result in costly and time-consuming litigation and may require significant attention from our management and key personnel. 17 Table of Contents Misappropriation of our intellectual property and proprietary rights could impair our competitive position. Our ability to compete depends upon proprietary systems and technology.
Biggest changeAny adverse result related to violation of third-party intellectual property rights could materially and adversely harm our business, results of operations and financial condition. Even if intellectual property claims brought against us are without merit, they may result in costly and time-consuming litigation and may require significant attention from our management and key personnel.
If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, including due to further deterioration in economic and market conditions, we may be required, among other things: to seek additional financing in the debt or equity markets; to refinance or restructure all or a portion of our indebtedness; or to reduce or delay planned capital or operating expenditures.
If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, including due to deterioration in economic and market conditions, we may be required, among other things: to seek additional financing in the debt or equity markets; to refinance or restructure all or a portion of our indebtedness; or to reduce or delay planned capital or operating expenditures.
Preserving the confidentiality of sensitive business and personal information is critical to our business. Any unauthorized access, intrusion, infiltration, network disruption, ransom, denial of service or similar incident could disrupt the integrity, continuity, security and trust of our systems or data, or the systems or data of our clients, partners or vendors.
Preserving the confidentiality of sensitive business and personal information is critical to our business. Any unauthorized access, intrusion, infiltration, network disruption, ransom, denial of service or similar incident could disrupt the integrity, continuity, security and trust of our systems or data, or the systems or data of our clients, partners, vendors or service providers.
Our efforts to comply with E.U., U.K. and other privacy and data protection laws around the world that apply to our businesses could involve substantial expenses, divert resources from other initiatives and projects and limit the services we are able to offer.
Our efforts to comply with E.U., U.K. and other cybersecurity, privacy and data protection laws around the world that apply to our businesses could involve substantial expenses, divert resources from other initiatives and projects and limit the services we are able to offer.
These risks may arise for a number of reasons: we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition for acquisitions from other potential acquirers; we may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete acquisitions; we may discover liabilities, deficiencies, or other claims associated with the companies or assets we acquire that were not identified in advance, which may result in significant unanticipated costs; the effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements 19 Table of Contents and disclosures made or actions taken by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed.
These risks may arise for a number of reasons: we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition for acquisitions from other potential acquirers; we may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete acquisitions; we may discover liabilities, deficiencies, or other claims associated with the companies or assets we acquire that were not identified in advance, which may result in significant unanticipated costs; the effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made or actions taken by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed.
Our businesses are subject to state, federal, and foreign laws and regulations, including payment, cybersecurity, consumer protection, money transmission, data privacy, anti-money laundering, economic and trade sanctions, payment institution, electronic money licensing, credit reporting and debt collection laws and regulations.
Our businesses are subject to state, federal, and foreign laws and regulations, including payment, cybersecurity, consumer protection, money transmission, data privacy, anti-money laundering, anti-bribery, economic and trade sanctions, payment institution, electronic money licensing, credit reporting and debt collection laws and regulations.
These incidents are often difficult to detect and are constantly evolving. We expect that unauthorized parties will continue to attempt to gain access to our systems or facilities, and those of our clients, partners and vendors, through various means and with increasing sophistication, particularly as cybercriminals attempt to profit from increased online banking, e-commerce and other online activity.
These incidents are often difficult to detect and are constantly evolving. We expect that unauthorized parties will continue to attempt to gain access to our systems or facilities, and those of our clients, partners, vendors and service providers, through various means and with increasing sophistication, particularly as cybercriminals attempt to profit from increased online banking, e-commerce and other online activity.
Although it is difficult to predict how current or future tariffs on items imported from China or elsewhere will impact our business, the cost of our products manufactured in China and imported into the U.S. or other countries could increase, which in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.
Although it is difficult to predict how current or future tariffs on items imported from other countries will impact our business, the cost of our products manufactured in other countries and imported into the U.S. or 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.
Such trends may include, but are not limited to, the following: • inflation, foreign currency fluctuations, declining economies, social unrest, natural disasters, public health crises, including the occurrence of a contagious disease or illness, and the pace of economic recovery can change consumer spending behaviors, on which a significant portion of our revenues are dependent; • low levels of consumer and business confidence typically associated with recessionary environments and those markets experiencing relatively high inflation and/or unemployment, may cause decreased spending by cardholders; • budgetary concerns in the U.S. and other countries around the world could affect the U.S. and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries; • emerging market economies tend to be more volatile than the more established markets we serve in the U.S. and Europe, and adverse economic trends, including high rates of inflation, may be more pronounced in such emerging markets; • financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder defaults; • uncertainty and volatility in the performance of our clients’ businesses may make estimates of our revenues, rebates, incentives, and realization of prepaid assets less predictable; • our clients may decrease spending for value-added services; and • government intervention, including the effect of laws, regulations, treaties and/or government investments in our clients, may have potential negative effects on our business, operations and our relationships with our clients or otherwise alter their strategic direction away from our products.
Such trends may include, but are not limited to, the following: • inflation, trade policy and tariffs, taxes, foreign currency fluctuations, declining economies, social unrest, natural disasters, public health crises, including the occurrence of a contagious disease or illness, and the pace of economic recovery can change consumer spending behaviors, on which a significant portion of our revenues are dependent; • low levels of consumer and business confidence typically associated with recessionary environments and those markets experiencing relatively high inflation and/or unemployment, may cause decreased spending by cardholders; • budgetary concerns in the U.S. and other countries around the world could affect the U.S. and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries; • emerging market economies tend to be more volatile than the more established markets we serve in the U.S. and Europe, and adverse economic trends, including high rates of inflation, may be more pronounced in such emerging markets; 14 Table of Contents • financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder defaults; • uncertainty and volatility in the performance of our clients’ businesses may make estimates of our revenues, rebates, incentives, and realization of prepaid assets less predictable; • our clients may decrease spending for value-added services; and • government intervention, including the effect of laws, regulations, treaties and/or government investments in our clients, may have potential negative effects on our business, operations and our relationships with our clients or otherwise alter their strategic direction away from our products.
Certain of our borrowings, including borrowings under our revolving credit facility, term loan, foreign lines of credit and commercial paper programs, are at variable rates of interest. Beginning in 2022, and continuing through mid-2023, interest rates increased significantly and interest rates may continue to increase or remain at higher than recent historical levels in the future.
Certain of our borrowings, including borrowings under our revolving credit facility, foreign lines of credit and commercial paper programs, are at variable rates of interest. Beginning in 2022, and continuing through mid-2023, interest rates increased significantly and interest rates may continue to increase or remain at higher than recent historical levels in the future.
Our products and services require sophisticated knowledge of the financial services industry, applicable regulatory and industry requirements, computer systems, 18 Table of Contents 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.
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.
If any of the following risks develop into actual events, our business, results of operations or financial condition could be materially and adversely affected, and you may lose all or part of your investment. Competitive and Business Risks We operate in a competitive business environment and may not be able to compete effectively.
If any of the following risks develop into actual events, our business, results of operations or financial condition could be materially and adversely affected, and you may lose all or part of your investment. 10 Table of Contents Competitive and Business Risks We operate in a competitive business environment and may not be able to compete effectively.
Since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, a number of substantial regulations affecting the supervision and operation of the financial services industry within the U.S. have been adopted, including those that 16 Table of Contents establish the Consumer Financial Protection Bureau (“CFPB”).
Since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, a number of substantial regulations affecting the supervision and operation of the financial services industry within the U.S. have been adopted, including those that establish the Consumer Financial Protection Bureau (“CFPB”).
In addition, larger clients may reduce the services we provide if they decide to move services in-house. Further, our small merchant business clients may seek reduced fees due to pricing competition, their own financial condition or pressure from their customers. We also have contracts with U.S. federal, state and local governments.
In addition, larger clients may reduce the services we provide if they decide to move services in- 11 Table of Contents house. Further, our small merchant business clients may seek reduced fees due to pricing competition, their own financial condition or pressure from their customers. We also have contracts with U.S. federal, state and local governments.
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 providers and others.
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 12 Table of Contents providers and others.
In the event of operational failures or damage or disruption to our business due to these occurrences, 13 Table of Contents we may not be able to successfully or quickly recover all of our critical business functions, assets and data through our business continuity program.
In the event of operational failures or damage or disruption to our business due to these occurrences, we may not be able to successfully or quickly recover all of our critical business functions, assets and data through our business continuity program.
Increases in chargebacks, fines or other liabilities could have a material adverse effect on our business, results of operations and financial condition. Acquisitions subject us to risks, including assumption of unforeseen liabilities and difficulties in integrating operations.
Increases in chargebacks, fines or other liabilities could have a material adverse effect on our business, results of operations and financial condition. 18 Table of Contents Acquisitions subject us to risks, including assumption of unforeseen liabilities and difficulties in integrating operations.
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.
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 15 Table of Contents electronic benefits transactions, as well as the Payment Card Industry Data Security Standard enforced by the major card brands.
The OECD, which represents a coalition of member countries, including the U.S., is contemplating changes to numerous longstanding tax principles, including ensuring all companies pay a global minimum tax and expanding taxing rights of market countries.
The OECD, which represents a coalition of member countries, including the U.S., is contemplating changes to numerous longstanding tax 17 Table of Contents principles, including ensuring all companies pay a global minimum tax and expanding taxing rights of market countries.
Our balance sheet includes goodwill and intangible assets that represent 53% of our total assets at December 31, 2023. These assets consist primarily of goodwill and identified intangible assets associated with our acquisitions. On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill.
Our balance sheet includes goodwill and intangible assets that represent 60% of our total assets at December 31, 2024. These assets consist primarily of goodwill and identified intangible assets associated with our acquisitions. On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill.
Based on outstanding debt balances and interest rates at December 31, 2023, a 1% increase in variable interest rates would result in an increase to annual interest expense of $23 million. Our results of operations may be adversely affected by changes in foreign currency exchange rates.
Based on outstanding debt balances and interest rates at December 31, 2024, a 1% increase in variable interest rates would result in an increase to annual interest expense of $24 million. Our results of operations may be adversely affected by changes in foreign currency exchange rates.
Under our alliance program, a bank or other institution forms an alliance with us, generally on an exclusive basis, either contractually or through a separate legal entity. Merchant contracts may be contributed to the alliance by us and/or the bank or 12 Table of Contents institution.
Under our alliance program, a bank or other institution forms an alliance with us, generally on an exclusive basis, either contractually or through a separate legal entity. Merchant contracts may be contributed to the alliance by us and/or the bank or institution.
In addition, participants in the financial services, payments and technology industries may merge, create joint ventures or engage in other 11 Table of Contents business combinations, alliances and consolidations that may strengthen their existing products and services or create new products and services that compete with ours.
In addition, participants in the financial services, payments and technology industries may merge, create joint ventures or engage in other business combinations, alliances and consolidations that may strengthen their existing products and services or create new products and services that compete with ours.
Legislation and regulations on cybersecurity, data privacy and data localization may compel us to enhance or modify our systems, invest in new systems or alter our business practices or our policies on data governance and privacy. If any of these outcomes were to occur, our operational costs could increase significantly.
Legislation and regulations on cybersecurity, data privacy and data localization may compel us to enhance or modify our systems, invest in new systems or alter our business practices or our policies on how we process personal information, data governance and privacy. If any of these outcomes were to occur, our operational costs could increase significantly.
We believe that data, and the insights enabled by data, can be used to create or enhance the products and services that we offer to our clients. As a result, we are using, and expect to continue to expand our use of, artificial intelligence and machine learning.
We believe that data, and the insights enabled by data, can be used to create or enhance the products and services that we offer to our clients. As a result, we are using, and expect to continue to expand our use of, artificial intelligence and machine learning in our product development processes, services and operations.
Our business depends heavily on the reliability of our systems. An operational failure that results in an interruption in the availability of our products and services could harm our business or cause us to lose clients.
Operational failures and resulting interruptions in the availability of our products or services could harm our business and reputation. Our business depends heavily on the reliability of our systems. An operational failure that results in an interruption in the availability of our products and services could harm our business or cause us to lose clients.
If, for example, such third parties stop providing clearing services or limit our volumes, we would need to find other financial institutions to provide those services.
If, 13 Table of Contents for example, such third parties stop providing clearing services or limit our volumes, we would need to find other financial institutions to provide those services.
From time to time, we utilize foreign currency forward contracts and other hedging instruments to mitigate the market value risks associated with 20 Table of Contents foreign currency-denominated transactions and investments.
From time to time, we utilize foreign currency forward contracts and other hedging instruments to mitigate the market value risks associated with foreign currency-denominated transactions and investments.
Federal Trade Commission have adopted or proposed enhanced cyber and privacy security standards that apply to us and our financial institution clients and address cyber risk governance and management, management of internal and external dependencies, and incident response, cyber resilience and situational awareness.
Federal Trade Commission (“FTC”) have adopted or proposed enhanced cyber and privacy security standards that apply to us and our financial institution clients and address privacy requirements for processing data of individuals, cyber risk governance and management, management of internal and external dependencies, and incident response, cyber resilience and situational awareness.
At December 31, 2023, we had approximately $2.3 billion in variable rate debt, which includes $516 million drawn on our revolving credit facility and foreign lines of credit, and an aggregate amount of $1.7 billion outstanding under our U.S. dollar and Euro commercial paper programs.
At December 31, 2024, we had approximately $2.4 billion in variable rate debt, which includes $899 million drawn on our revolving credit facility and foreign lines of credit, and an aggregate amount of $1.5 billion outstanding under our U.S. dollar and Euro commercial paper programs.
In Europe, the General Data Protection Regulation (“GDPR”) extends the scope of the E.U. data protection law to all companies processing data of individuals within the E.U., regardless of the company’s location, subject to certain limitations. The law requires companies to meet stringent requirements regarding the handling of personal data.
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. The law requires companies to meet stringent requirements regarding the handling of personal data.
At the end of the contract term, clients have the opportunity to renegotiate their contracts with us or to consider whether to engage one or more of our competitors to provide products and services or to perform the services in-house.
Failure to achieve favorable renewals of client contracts could negatively impact our business. At the end of the contract term, clients have the opportunity to renegotiate their contracts with us or to consider whether to engage one or more of our competitors to provide products and services or to perform the services in-house.
Changes in tax laws or their interpretations in our significant tax jurisdictions could materially increase the amount of taxes we owe, thereby negatively impacting our results of operations as well as our cash flows from operations.
Our operations are subject to tax by federal, state, local, and international taxing jurisdictions. Changes in tax laws or their interpretations in our significant tax jurisdictions could materially increase the amount of taxes we owe, thereby negatively impacting our results of operations as well as our cash flows from operations.
Misappropriation of our intellectual property or potential litigation concerning such matters could have a material adverse effect on our business, results of operations and financial condition. Changes in tax laws and regulations could adversely affect our results of operations and cash flows from operations. Our operations are subject to tax by federal, state, local, and international taxing jurisdictions.
Misappropriation of our intellectual property or potential litigation concerning such matters could have a material adverse effect on our business, the results of which could affect our operations and financial condition. Changes in tax laws and regulations could adversely affect our results of operations and cash flows from operations.
An impairment of a significant portion of goodwill or intangible assets could have a material negative effect on our results of operations. Existing or future leverage may harm our financial condition and results of operations. At December 31, 2023, we had approximately $23.1 billion of debt. We and our subsidiaries may incur additional indebtedness in the future.
An impairment of a significant portion of goodwill or intangible assets could have a material negative effect on our results of operations. 19 Table of Contents Existing or future leverage may harm our financial condition and results of operations. At December 31, 2024, we had approximately $25 billion of debt.
We actively seek to protect our intellectual property and proprietary rights. Nevertheless, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we regard as proprietary.
Misappropriation of our intellectual property and proprietary rights could impair our competitive position. Our ability to compete depends upon proprietary systems and technology. We actively seek to protect our intellectual property and proprietary rights. Nevertheless, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we regard as proprietary.
In addition, use of AI tools may result in the release of confidential or proprietary information which could limit our ability to protect, or prevent us from protecting, our intellectual property rights. The steps we have taken may not prevent misappropriation of technology. Agreements entered into for that purpose may not be enforceable or provide us with an adequate remedy.
In addition, use of artificial intelligence tools may result in the release of confidential or proprietary information which could limit our ability to protect, or prevent us from protecting, our intellectual property rights. The steps we have taken may not prevent misappropriation of technology.
Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and client agreements, we cannot be certain that these measures will successfully limit our liability. 14 Table of Contents Global Market Risks Our business may be adversely affected by geopolitical and other risks associated with operations outside of the U.S. and, as we continue to expand internationally, we may incur higher than anticipated costs and may become more susceptible to these risks.
Global Market Risks Our business may be adversely affected by geopolitical and other risks associated with operations outside of the U.S. and, as we continue to expand internationally, we may incur higher than anticipated costs and may become more susceptible to these risks.
Potential tariffs or trade wars could increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results. The U.S. has imposed tariffs on certain imports from China, including on some of our hardware devices manufactured in China.
Potential tariffs or trade wars could increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results. The U.S. has imposed tariffs, and may impose new or increased tariffs, on certain imports from other countries, which may lead to retaliatory tariffs imposed by other governments.
In order to satisfy state and federal antitrust requirements, we actively maintain an antitrust compliance program. Notwithstanding our compliance program, it is possible that perceived or actual violations of state or federal antitrust requirements could give rise to regulatory enforcement investigations or actions.
Notwithstanding our compliance program, it is possible that perceived or actual violations of state or federal antitrust requirements could give rise to regulatory enforcement investigations or actions. Regulatory scrutiny of, or regulatory enforcement action in connection with, compliance with state and federal antitrust requirements could have a material adverse effect on our reputation and business.
Failure to comply with applicable laws in this area could also result in significant fines, penalties and reputational damage. Failure to comply with state and federal antitrust requirements could adversely affect our business. Through our merchant alliances, we hold an ownership interest in several competing merchant acquiring businesses while serving as an electronic processor for those businesses.
Failure to comply with applicable laws in this area could also result in significant fines, penalties and reputational damage. Failure to comply with state and federal antitrust requirements could adversely affect our business.
We expose ourselves to additional liability when we agree to defend or indemnify our clients against third-party infringement claims.
We may be sued for infringing the intellectual property rights of others. Third parties may claim that we are infringing their intellectual property rights. We expose ourselves to additional liability when we agree to defend or indemnify our clients against third-party infringement claims.
If we are unable to renew contracts on favorable terms or if contracts are terminated prematurely, we could lose clients and our results of operations and financial condition may be adversely affected. Failure to achieve favorable renewals of client contracts could negatively impact our business.
As a result, the ability to use artificial intelligence and machine learning may be constrained by current or future laws, regulatory or self-regulatory requirements. If we are unable to renew contracts on favorable terms or if contracts are terminated prematurely, we could lose clients and our results of operations and financial condition may be adversely affected.
As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our applications and services are made available.
Some of our solutions integrate licensed software, including open source software, and any failure to comply with the terms of one or more of the licenses could adversely affect our business. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our applications and services are made available.
It is also possible that others will independently develop the same or similar technology. Further, we use open source software in connection with our solutions. Companies that incorporate open source software into their solutions have, from time to time, faced claims challenging the ownership of solutions developed using open source software.
Agreements entered into for that purpose may not be enforceable or provide us with an adequate remedy. It is also possible that others will independently develop the same or similar technology. Further, we use open source software in connection with our solutions.
The impact of a material event involving our systems and data, or those of our clients, partners or vendors, could have a material adverse effect on our business, results of operations and financial condition. Operational failures and resulting interruptions in the availability of our products or services could harm our business and reputation.
While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover all liabilities incurred by such attacks. The impact of a material event involving our systems and data, or those of our clients, partners, vendors or service providers, could have a material adverse effect on our business, results of operations and financial condition.
If the U.S. administration imposes additional tariffs, or if additional tariffs or trade restrictions are implemented by the U.S. or 15 Table of Contents other countries, our hardware devices produced in China could be impacted.
If the U.S. administration or other countries impose new or increased tariffs, trade restrictions or restrictions on the cross-border flow of data, our manufacturing of hardware devices, supply of raw materials and access to certain markets, could be impacted.
E.U. data protection law continuously develops and requires significant changes to our policies and procedures. We are also subject to U.K. GDPR following the U.K.’s exit from the E.U. Single Market and Customs Union.
E.U. and U.K. data protection law continuously develops and requires significant changes to our policies and procedures. GDPR imposes strict rules on the transfer of personal data out of the E.U. or U.K. to a “third country,” including the United States, unless particular transfer mechanisms are implemented.
However, legislation that would govern the development or use of artificial intelligence is under consideration in the U.S. at the state and local level, as well as abroad. As a result, the ability to use artificial intelligence and machine learning may be constrained by current or future laws, regulatory or self-regulatory requirements.
Legislation and regulations governing the development or use of artificial intelligence have been implemented or are under consideration in the U.S. at the state and local level, as well as internationally. Such legislation and regulations may impose obligations related to our development, offering, and use of artificial intelligence and expose us to increased risk of regulatory enforcement and litigation.
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We operate our business around the world, including in certain foreign countries with developing economies where companies often engage in business practices that are prohibited by laws applicable to us, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
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Our use of artificial intelligence technologies carries inherent risks, and there can be no assurance that our use of artificial intelligence will enhance our products or services or achieve any improvements in innovation or efficiency.
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These laws prohibit, among other things, improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business.
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In addition, we could be exposed to liability as a result of any misuse of artificial intelligence and machine learning-technology by our personnel while carrying out company responsibilities.
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We also derive revenue from transactions involving sales to U.S. federal, state and local governments and their respective agencies, and are subject to various procurement laws, regulations, and contract provisions relating to those contracts.
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In addition, our competitors and other third parties may incorporate artificial intelligence into their products and offerings more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
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We have implemented policies and training programs to comply with applicable laws, regulations and obligations; however, there can be no assurance that all of our employees, consultants and agents will comply with our policies and all applicable laws and any noncompliance could subject us to fines, penalties and loss of business.
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If the content, analyses or recommendations that artificial intelligence applications assist in producing are or are alleged to be inaccurate, deficient or biased, our business, financial condition and results of operations may be adversely affected.
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Regulatory scrutiny of, or regulatory enforcement action in connection with, compliance with state and federal antitrust requirements could have a material adverse effect on our reputation and business. We may be sued for infringing the intellectual property rights of others. Third parties may claim that we are infringing their intellectual property rights.
Added
Furthermore, the integration of third-party artificial intelligence models with our services relies on certain safeguards implemented by the third-party developers 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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Any adverse result related to violation of third-party intellectual property rights could materially and adversely harm our business, results of operations and financial condition.
Added
State-sponsored cybersecurity attacks on the U.S. financial system or U.S. financial service providers could also adversely affect our business.
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Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and client agreements, we cannot be certain that these measures will successfully limit our liability.
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The mechanisms that we and many other companies rely upon for such data transfers are the subject of legal challenge, regulatory interpretation, and judicial decisions. In the E.U., U.K. and other markets, potential new rules and restrictions on the flow of data across borders could increase the cost and complexity of doing business in those regions.
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Additionally, we are subject to the E.U. Regulation known as the Digital Operational Resilience Act (“DORA”). DORA is intended to strengthen the information technology systems of covered financial entities to mitigate risks associated with operational disruptions.
Added
The FTC and many state attorneys general are also interpreting federal and state consumer protection laws as imposing standards for the collection, use, dissemination, and security of data.
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Additionally, over a third of U.S. states have proposed or enacted comprehensive consumer privacy laws (such as the California Consumer Privacy Act) that have taken effect or will take effect in coming years.
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We 16 Table of Contents cannot fully predict the impact of recently proposed or enacted laws or regulations on our business or operations, but compliance may require us to modify our data processing practices and policies incurring costs and expense.
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Through our merchant alliances, we hold an ownership interest in and have commercial relationships with competing merchant acquiring businesses while serving as an electronic processor for those businesses. In order to satisfy state and federal antitrust requirements, we actively maintain an antitrust compliance program.
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Companies that incorporate open source software into their solutions have, from time to time, faced claims challenging the ownership of solutions developed using open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software.
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We and our subsidiaries may incur additional indebtedness in the future.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+2 added−2 removed14 unchanged
Biggest changeWe provide regular, mandatory training for our employees regarding cybersecurity threats to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices. The traditional requirement for associate cybersecurity training is complemented by frequent security education and awareness campaigns.
Biggest changeOur employees play a vital role in protecting our and our clients’ data. We provide regular, mandatory training for our employees regarding cybersecurity threats to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
The committee is chaired by the Deputy Chief Information Security Officer, who reports to the Chief Operating Officer through our Chief Information Security Officer, and is comprised of senior business, cybersecurity, and technology leaders responsible for delivering our products and services.
The committee is chaired by the Deputy Chief Information Security Officer, who reports to the Chief Operating Officer through our Chief Information Security Officer (“CISO”), and is comprised of senior business, cybersecurity, and technology leaders responsible for delivering our products and services.
Similarly, the other members of our global cybersecurity services team have cybersecurity training and experience in both the public, including military and law enforcement, and private sectors and maintain various certifications in relevant subjects. Board Oversight The board of directors maintains primary oversight of the company’s strategic, operational and financial risks, including cybersecurity risks.
Similarly, the other members of our global cybersecurity services team have a broad range of cybersecurity training and experience in both the public, including military and law enforcement, and private sectors and maintain various certifications in relevant subjects. Board Oversight The board of directors maintains primary oversight of the company’s strategic, operational and financial risks, including cybersecurity risks.
An executive risk committee, comprised of senior leaders of our lines of business and corporate functions, provides executive level accountability for the ERM program. On an ongoing basis, we identify, categorize, assess, monitor and respond to business risks.
An executive risk committee, 20 Table of Contents comprised of senior leaders of our lines of business and corporate functions, provides executive level accountability for the ERM program. On an ongoing basis, we identify, categorize, assess, monitor and respond to business risks.
However, to assess, identify, and manage material risks from cybersecurity threats, including as a result of previous cybersecurity incidents, we have invested and expect to continue to invest significant resources to maintain and enhance our information security and controls or to investigate and mitigate security vulnerabilities.
However, to assess, identify, and manage material risks from cybersecurity threats, including as a result of previous cybersecurity incidents, we have invested and expect to continue to invest significant resources, including maintaining cybersecurity insurance coverage, to sustain and enhance our information security and controls or to investigate and mitigate security vulnerabilities.
Item 1C. Cybersecurity Enterprise Risk Management We maintain an enterprise risk management (“ERM”) program designed to systematically identify and manage risk including risk from cybersecurity threats. The risk committee of the board of directors oversees our ERM program and it is reviewed annually by both the risk and audit committees of the board of directors.
In order to keep this data secure, we maintain an enterprise risk management (“ERM”) program designed to systematically identify and manage risk including risk from cybersecurity threats. The risk committee of the board of directors oversees our ERM program and it is reviewed annually by both the risk and audit committees of the board of directors.
On an annual basis, the board and the risk committee discuss our approach to cybersecurity risk management with our Chief Risk Officer, Chief Compliance Officer and Chief Information Officer, among others.
On an annual basis, the board and the risk committee discuss our approach to cybersecurity risk management with our Chief Risk Officer, Chief Compliance Officer and Chief Information Officer, among others. At each regular board meeting, the risk committee reviews and reports to the board on key cybersecurity 21 Table of Contents risks.
The global cybersecurity services team uses this information, along with internal intelligence and analytics, to evaluate the potential cybersecurity threats and develop security strategies to reduce risk and improve response.
The global cybersecurity services team uses this information, along with internal intelligence and analytics, to evaluate the potential cybersecurity threats and develop security strategies to reduce risk and improve response. We maintain a global cybersecurity policy that incorporates recognized industry standards and best practices from the National Institute of Standards and Technology as well as various security certifications.
Our Chief Information Security Officer has served in various senior roles in information technology and information security, in both the public and private sector, for over two decades and maintains a Certified Chief Information Security Officer professional certification.
We also maintain a third-party risk management program to identify, assess, mitigate and monitor risks associated with third parties’ software and services that we utilize. Our CISO has served in various senior roles in information technology and information security, in both the public and private sector, for over two decades and maintains a Certified Chief Information Security Officer professional certification.
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We maintain a global cybersecurity policy that incorporates recognized industry standards from the National Institute of Standards and Technology including the Cybersecurity Framework and Special Publication 800-53 Security and Privacy Controls for Information Systems and Organizations as well as various security certifications. 21 Table of Contents Our employees play a vital role in protecting our and our clients’ data.
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Item 1C. Cybersecurity Enterprise Risk Management At the core of our business, we host, collect, process, use and retain significant amounts of financial, personal and other sensitive data across our own technology environment and the third-party information systems of our vendors, service providers and partners.
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Each month, we feature a different security topic such as data loss prevention, phishing and ransomware. We also maintain a third-party risk management program to identify, assess, mitigate and monitor risks associated with third parties’ software and services that we utilize.
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Additional information on the impact of cybersecurity threats applicable to our business can be found in the Risk Factors section of this report under the heading “Operational and Security Risks”.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeItem 2. Properties At December 31, 2023, we owned 18 and leased 117 properties globally. Our real estate strategy includes developing state-of-the art centralized campus environments in strategic locations across the U.S., including in Florida, Georgia, Nebraska, New Jersey and Wisconsin. These locations are used for operational, data center, sales, management and administrative purposes.
Biggest changeItem 2. Properties At December 31, 2024, we owned 17 and leased 108 properties globally. Our real estate strategy includes developing centralized campus environments in strategic locations, including in Florida, Georgia, Nebraska, New Jersey, Wisconsin and Dublin, Ireland. These locations are used for operational, data center, sales, management and administrative purposes.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of management, the liabilities, if any, which may ultimately result from such lawsuits are not expected to have a material adverse effect on our consolidated financial statements. 22 Table of Contents
Biggest changeItem 3. Legal Proceedings In the normal course of business, we or our subsidiaries are named as defendants in lawsuits in which claims are asserted against us. In the opinion of management, the liabilities, if any, which may ultimately result from such lawsuits are not expected to have a material adverse effect on our consolidated financial statements.
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Item 3. Legal Proceedings In the normal course of business, we or our subsidiaries are named as defendants in lawsuits in which claims are asserted against us.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+5 added−1 removed5 unchanged
Biggest changeFrom 2005 to 2013, he held various executive positions with JPMorgan Chase & Co., a global financial services firm, including co-chief operating officer, chief executive officer of mortgage banking and chief administrative officer. From 2002 to 2005, Mr. Bisignano served as chief executive officer for Citigroup’s Global Transactions Services business and a member of Citigroup’s Management Committee. Mr.
Biggest changeBisignano joined Fiserv as part of the acquisition of First Data Corporation in 2019, where he served as chief executive officer since 2013 and chairman since 2014. From 2005 to 2013, he held various executive positions with JPMorgan Chase & Co., a global financial services firm, including co-chief operating officer, chief executive officer of mortgage banking and chief administrative officer.
Ms. LaClair has served as Head of Global Business Solutions since January 2024 and previously served as Chief Revenue Officer since July 2023. Before joining Fiserv, Ms. LaClair served as chief financial officer of Ally Financial, a digital-only bank and national retail auto lender, from 2017 to 2022. From 2007 to 2017, Ms.
Ms. LaClair has served as Head of Merchant Solutions since January 2024 and previously served as Chief Revenue Officer since July 2023. Before joining Fiserv, Ms. LaClair served as chief financial officer of Ally Financial, a digital-only bank and national retail auto lender, from 2017 to 2022. From 2007 to 2017, Ms.
Item 4. Mine Safety Disclosures Not applicable. 23 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The names of our executive officers as of February 22, 2024, together with their ages, positions and business experience are described below: Name Age Title Frank J.
Item 4. Mine Safety Disclosures Not applicable. 22 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The names of our executive officers as of February 20, 2025, together with their ages, positions and business experience are described below: Name Age Title Frank J.
Bisignano 64 Chairman, President and Chief Executive Officer Guy Chiarello 64 Chief Operating Officer John Gibbons 64 Head of Financial Institutions Group Robert W. Hau 58 Chief Financial Officer Jennifer LaClair 52 Head of Global Business Solutions Adam L. Rosman 58 Chief Administrative Officer and Chief Legal Officer Mr.
Bisignano 65 Chairman and Chief Executive Officer Guy Chiarello 65 Chief Operating Officer John Gibbons 65 Head of Financial Institutions Group Robert W. Hau 59 Chief Financial Officer Jennifer LaClair 53 Head of Merchant Solutions Michael P. Lyons 54 President and CEO-Elect Adam L. Rosman 59 Chief Administrative Officer and Chief Legal Officer Mr.
From 2007 to 2013, he served as chief information officer of JPMorgan Chase & Co., a global financial services firm. From 1985 to 2007, Mr. Chiarello served in various technology and leadership roles including chief information officer at Morgan Stanley, a global financial services firm. Mr.
Chiarello served in various technology and leadership roles including chief information officer at Morgan Stanley, a global financial services firm. Mr.
Bisignano has served as Chairman of the Board since 2022, Chief Executive Officer since 2020 and a director and President since 2019. He served as Chief Operating Officer from 2019 to 2020. Mr. Bisignano joined Fiserv as part of the acquisition of First Data Corporation in 2019, where he served as chief executive officer since 2013 and chairman since 2014.
Bisignano has served as Chairman of the Board since 2022, Chief Executive Officer since 2020 and a director since 2019. He served as President from 2019 to January 2025 and Chief Operating Officer from 2019 to 2020. Mr.
Chiarello has served as Chief Operating Officer since 2021 and previously served as Chief Administrative Officer from 2019 to 2021. Mr. Chiarello joined Fiserv as part of the acquisition of First Data Corporation in 2019, where he served as president since 2013.
Chiarello joined Fiserv as part of the acquisition of First Data Corporation in 2019, where he served as president since 2013. From 2007 to 2013, he served as chief information officer of JPMorgan Chase & Co., a global financial services firm. From 1985 to 2007, Mr.
Previously, he served as general counsel of First Data Corporation from 2014 to 2019. Before joining First Data Corporation, Mr. Rosman was group general counsel of Willis Group Holdings plc, a multinational risk advisor, insurance brokerage, and reinsurance brokerage company, from 2012 to 2014, and deputy general counsel from 2009 to 2012. Mr.
Rosman was group general counsel of Willis Group Holdings plc, a multinational risk advisor, insurance brokerage, and reinsurance brokerage company, from 2012 to 2014, and deputy general counsel from 2009 to 2012. Mr. Rosman also previously served as an assistant U.S. attorney and as deputy assistant to the president and deputy staff secretary for President William J. Clinton.
LaClair worked at McKinsey & Company, where she was a strategy consultant and practice manager for the North America operations practice. Mr. Rosman has served as Chief Administrative Officer and Chief Legal Officer since 2021. Before joining Fiserv, Mr. Rosman was general counsel of OneMain Financial, a consumer lender, from 2020 to 2021.
Rosman has served as Chief Administrative Officer and Chief Legal Officer since 2021. Before joining Fiserv, Mr. Rosman was general counsel of OneMain Financial, a consumer lender, from 2020 to 2021. Previously, he served as general counsel of 23 Table of Contents First Data Corporation from 2014 to 2019. Before joining First Data Corporation, Mr.
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Rosman also previously served as an assistant U.S. attorney and as deputy assistant to the president and deputy staff secretary for President William J. Clinton. 24 Table of Contents PART II
Added
From 2002 to 2005, Mr. Bisignano served as chief executive officer for Citigroup’s Global Transactions Services business and a member of Citigroup’s Management Committee. Mr. Chiarello has served as Chief Operating Officer since 2021 and previously served as Chief Administrative Officer from 2019 to 2021. Mr.
Added
LaClair worked at McKinsey & Company, where she was a strategy consultant and practice manager for the North America operations practice. Mr. Lyons has served as President and CEO-Elect since January 2025. Before joining Fiserv, Mr. Lyons served as President of The PNC Financial Services Group, Inc. and its wholly owned subsidiary, PNC Bank, National Association, since February 2024.
Added
Prior to that role, he served as Executive Vice President and Head of Corporate and Institutional Banking at PNC from 2011 to February 2024. Prior to joining PNC, from 2010 until 2011, Mr. Lyons served as Head of Corporate Development and Strategic Planning for Bank of America. Mr.
Added
Effective January 27, 2025, Michael P. Lyons was appointed President and CEO-elect of Fiserv. Mr. Lyons reports to Chief Executive Officer Frank J. Bisignano, who will continue in his current roles as Chairman and Chief Executive Officer until the earlier of Mr. Bisignano’s confirmation by the U.S. Senate as the Commissioner of Social Security Administration and June 30, 2025.
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Upon Mr. Bisignano’s departure, Mr. Lyons will become Chief Executive Officer of Fiserv and a member of the Fiserv Board of Directors. 24 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added−4 removed1 unchanged
Biggest changeAt December 31, 2023, our common stock was held by 1,538 shareholders of record and by a significantly greater number of shareholders who hold shares in nominee or street name accounts with brokers. We have never paid dividends on our common stock and we do not anticipate paying dividends in the foreseeable future.
Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price Information Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “FI.” At December 31, 2024, our common stock was held by 1,479 shareholders of record and by a significantly greater number of shareholders who hold shares in nominee or street name accounts with brokers.
For additional information regarding our expected use of capital, refer to the discussion in this report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” Issuer Purchases of Equity Securities The table below sets forth information with respect to purchases made by or on behalf of us or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) of shares of our common stock during the three months ended December 31, 2023: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1-31, 2023 3,300,000 $ 113.22 3,300,000 57,243,104 November 1-30, 2023 2,330,468 122.71 2,330,468 54,912,636 December 1-31, 2023 2,933,402 133.08 2,933,402 51,979,234 Total 8,563,870 8,563,870 (1) On February 22, 2023, our board of directors authorized the purchase of up to 75.0 million shares of our common stock.
For additional information regarding our expected use of capital, refer to the discussion in this report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” Issuer Purchases of Equity Securities The table below sets forth information with respect to purchases made by or on behalf of us or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) of shares of our common stock during the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1-31, 2024 2,155,547 $ 192.86 2,155,547 22,002,078 November 1-30, 2024 1,810,500 214.25 1,810,500 20,191,578 December 1-31, 2024 2,156,806 206.95 2,156,806 18,034,772 Total 6,122,853 6,122,853 (1) On February 19, 2025 and February 22, 2023, our board of directors authorized the purchase of up to 60.0 million and 75.0 million shares of our common stock, respectively.
The comparisons in the graph are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock. 25 Table of Contents December 31, 2018 2019 2020 2021 2022 2023 Fiserv, Inc. $ 100 $ 157 $ 155 $ 141 $ 138 $ 181 S&P 500 Index 100 131 156 200 164 207 S&P 500 Financials Index 100 132 130 175 157 176 NASDAQ US Benchmark Transaction Processing Services Index 100 139 187 178 139 169 Item 6. [Reserved]
The comparisons in the graph are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock. 25 Table of Contents December 31, 2019 2020 2021 2022 2023 2024 Fiserv, Inc. $ 100 $ 98 $ 90 $ 87 $ 115 $ 178 S&P 500 Index 100 118 152 125 158 197 S&P 500 Financials Index 100 98 133 119 133 174 Item 6. [Reserved]
The graph assumes that $100 was invested on December 31, 2018 in our common stock and each index and that all dividends were reinvested. No cash dividends have been declared on our common stock.
The following graph compares the cumulative total shareholder return on our common stock for the five years ended December 31, 2024 with the S&P 500 Index and the S&P 500 Financials Index. The graph assumes that $100 was invested on December 31, 2019 in our common stock and each index and that all dividends were reinvested.
Removed
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price Information Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “FI.” On June 7, 2023, we transferred the listing of our common stock to the NYSE from the NASDAQ Global Select Market, where it had previously traded under the symbol “FISV”.
Added
We have never paid dividends on our common stock and we do not anticipate paying dividends in the foreseeable future.
Removed
The following graph compares the cumulative total shareholder return on our common stock for the five years ended December 31, 2023 with the S&P 500 Index, the S&P 500 Financials Index and the NASDAQ US Benchmark Transaction Processing Services Index (the “Index”). Prior to September 21, 2020, the Index was known as the NASDAQ US Benchmark Financial Administration Index.
Added
No cash dividends have been declared on our common stock.
Removed
The Index, as renamed, is identical to the NASDAQ US Benchmark Financial Administration Index prior to its name change on September 21, 2020.
Removed
In connection with the transfer of the listing of our common stock to the New York Stock Exchange from the NASDAQ Global Select Market in 2023, we believe the S&P 500 Financials Index is a more appropriate published industry index for comparison purposes going forward as it contains a number of our peers.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

110 edited+34 added−47 removed55 unchanged
Biggest changeYear Ended December 31, 2023 2022 Percentage of Revenue (1) Increase (Decrease) (In millions) 2023 2022 $ % Revenue: Processing and services $ 15,630 $ 14,460 81.9 % 81.5 % $ 1,170 8 % Product 3,463 3,277 18.1 % 18.5 % 186 6 % Total revenue 19,093 17,737 100.0 % 100.0 % 1,356 8 % Expenses: Cost of processing and services 5,332 5,771 34.1 % 39.9 % (439) (8) % Cost of product 2,338 2,221 67.5 % 67.8 % 117 5 % Sub-total 7,670 7,992 40.2 % 45.1 % (322) (4) % Selling, general and administrative 6,576 6,059 34.4 % 34.2 % 517 9 % Net gain on sale of businesses and other assets (167) (54) (0.9) % (0.3) % 113 n/m Total expenses 14,079 13,997 73.7 % 78.9 % 82 1 % Operating income 5,014 3,740 26.3 % 21.1 % 1,274 34 % Interest expense, net (976) (733) (5.1) % (4.1) % 243 33 % Other expense, net (140) (94) (0.7) % (0.5) % 46 49 % Income before income taxes and (loss) income from investments in unconsolidated affiliates 3,898 2,913 20.4 % 16.4 % 985 34 % Income tax provision (754) (551) (3.9) % (3.1) % 203 37 % (Loss) income from investments in unconsolidated affiliates (15) 220 (0.1) % 1.2 % (235) n/m Net income 3,129 2,582 16.4 % 14.6 % 547 21 % Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests 61 52 0.3 % 0.3 % 9 17 % Net income attributable to Fiserv, Inc. $ 3,068 $ 2,530 16.1 % 14.3 % $ 538 21 % (1) Percentage of revenue is calculated as the relevant revenue, expense, or income amount divided by total revenue, except for cost of processing and services and cost of product amounts, which are divided by the related component of revenue. 34 Table of Contents Year Ended December 31, (In millions) Acceptance Fintech Payments Corporate and Other Total Total revenue: 2023 $ 8,132 $ 3,171 $ 6,696 $ 1,094 $ 19,093 2022 7,292 3,170 6,262 1,013 17,737 Revenue growth $ 840 $ 1 $ 434 $ 81 $ 1,356 Revenue growth percentage 12 % — % 7 % 8 % Operating income (loss): 2023 $ 2,856 $ 1,159 $ 3,189 $ (2,190) $ 5,014 2022 2,321 1,157 2,823 (2,561) 3,740 Operating income growth $ 535 $ 2 $ 366 $ 371 $ 1,274 Operating income growth percentage 23 % — % 13 % 34 % Operating margin: 2023 35.1 % 36.6 % 47.6 % 26.3 % 2022 31.8 % 36.5 % 45.1 % 21.1 % Operating margin growth (1) 330 bps 10 bps 250 bps 520 bps (1) Represents the basis point growth in operating margin.
Biggest changeYear Ended December 31, 2024 2023 Percentage of Revenue (1) Increase (Decrease) (In millions) 2024 2023 $ % Revenue: Processing and services $ 16,637 $ 15,630 81.3 % 81.9 % $ 1,007 6 % Product 3,819 3,463 18.7 % 18.1 % 356 10 % Total revenue 20,456 19,093 100.0 % 100.0 % 1,363 7 % Expenses: Cost of processing and services 5,363 5,332 32.2 % 34.1 % 31 1 % Cost of product 2,650 2,338 69.4 % 67.5 % 312 13 % Sub-total 8,013 7,670 39.2 % 40.2 % 343 4 % Selling, general and administrative 6,564 6,576 32.1 % 34.4 % (12) n/m Net gain on sale of businesses and other assets — (167) — % (0.9) % (167) n/m Total expenses 14,577 14,079 71.3 % 73.7 % 498 4 % Operating income 5,879 5,014 28.7 % 26.3 % 865 17 % Interest expense, net (1,195) (976) (5.8) % (5.1) % 219 22 % Other expense, net (178) (140) (0.9) % (0.7) % 38 27 % Income before income taxes and loss from investments in unconsolidated affiliates 4,506 3,898 22.0 % 20.4 % 608 16 % Income tax provision (641) (754) (3.1) % (3.9) % (113) (15) % Loss from investments in unconsolidated affiliates (685) (15) (3.3) % (0.1) % (670) n/m Net income 3,180 3,129 15.5 % 16.4 % 51 2 % Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests 49 61 0.2 % 0.3 % (12) (20) % Net income attributable to Fiserv, Inc. $ 3,131 $ 3,068 15.3 % 16.1 % $ 63 2 % (1) Percentage of revenue is calculated as the relevant revenue, expense, or income amount divided by total revenue, except for cost of processing and services and cost of product amounts, which are divided by the related component of revenue. 34 Table of Contents Year Ended December 31, 2023 2022 Percentage of Revenue (1) Increase (Decrease) (In millions) 2023 2022 $ % Revenue: Processing and services $ 15,630 $ 14,460 81.9 % 81.5 % $ 1,170 8 % Product 3,463 3,277 18.1 % 18.5 % 186 6 % Total revenue 19,093 17,737 100.0 % 100.0 % 1,356 8 % Expenses: Cost of processing and services 5,332 5,771 34.1 % 39.9 % (439) (8) % Cost of product 2,338 2,221 67.5 % 67.8 % 117 5 % Sub-total 7,670 7,992 40.2 % 45.1 % (322) (4) % Selling, general and administrative 6,576 6,059 34.4 % 34.2 % 517 9 % Net gain on sale of businesses and other assets (167) (54) (0.9) % (0.3) % 113 n/m Total expenses 14,079 13,997 73.7 % 78.9 % 82 1 % Operating income 5,014 3,740 26.3 % 21.1 % 1,274 34 % Interest expense, net (976) (733) (5.1) % (4.1) % 243 33 % Other expense, net (140) (94) (0.7) % (0.5) % 46 49 % Income before income taxes and (loss) income from investments in unconsolidated affiliates 3,898 2,913 20.4 % 16.4 % 985 34 % Income tax provision (754) (551) (3.9) % (3.1) % 203 37 % (Loss) income from investments in unconsolidated affiliates (15) 220 (0.1) % 1.2 % (235) n/m Net income 3,129 2,582 16.4 % 14.6 % 547 21 % Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests 61 52 0.3 % 0.3 % 9 17 % Net income attributable to Fiserv, Inc. $ 3,068 $ 2,530 16.1 % 14.3 % $ 538 21 % (1) Percentage of revenue is calculated as the relevant revenue, expense, or income amount divided by total revenue, except for cost of processing and services and cost of product amounts, which are divided by the related component of revenue.
Our arrangements for processing and services typically consist of an obligation to provide specific services to our customers on a when- and if-needed basis (a stand-ready obligation) and revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer.
Our arrangements for processing and services typically consist of an obligation to provide specific services to our customers on a when- and if-needed basis (a stand-ready performance obligation) and revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer.
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.
However, 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.
Dispositions of Businesses On July 25, 2023, we sold our financial reconciliation business, which was reported within the Fintech 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.
Dispositions of Businesses 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.
These services are typically provided under a fixed or declining (tier-based) price per unit based on volume of service; however, pricing for services may also be based on minimum monthly usage fees. Fees for our processing and services arrangements are typically billed and paid on a monthly basis.
These services are typically provided under a fixed or declining (tier-based) price per unit based on volume of service; however, pricing for services may also be based on fixed or monthly minimum processing fees. Fees for our processing and services arrangements are typically billed and paid on a monthly basis.
We account for the sale of hardware as a separate performance obligation and recognize the revenue at the standalone selling price when the customer obtains control of the hardware. Significant Judgments We use the following methods, inputs and assumptions in determining amounts of revenue to recognize.
We account for the sale of distinct hardware as a separate performance obligation and recognize the revenue at the standalone selling price when the customer obtains control of the hardware. Significant Judgments We use the following methods, inputs and assumptions in determining amounts of revenue to recognize.
Additionally, there are numerous software-as-a-service (“SaaS”) solution providers in the industry, many of which have chosen to integrate merchant acquiring into their software as a way to generate revenue from existing client relationships.
Additionally, there are numerous software-as-a-service solution providers in the industry, many of which have chosen to integrate merchant acquiring into their software as a way to generate revenue from existing client relationships.
We have no accumulated goodwill impairment through December 31, 2023. Additional information regarding our goodwill is included in Note 7 to the consolidated financial statements. We review intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. We review capitalized software development costs for impairment at each reporting date.
We have no accumulated goodwill impairment through December 31, 2024. Additional information regarding our goodwill is included in Note 7 to the consolidated financial statements. We review intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. We review capitalized software development costs for impairment at each reporting date.
Acquisitions of Businesses 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 Acceptance segment and expands our distribution network and POS applications. On November 1, 2023, we acquired Sled S.A.
Acquisitions of Businesses 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.
As of December 31, 2023, we had a commercial paper credit rating of P-2 from Moody’s and A-2 from S&P. The interest rates payable on certain of our senior notes and commercial paper notes programs are subject to adjustment from time to time if Moody’s or S&P changes the debt rating applicable to the notes.
As of December 31, 2024, we had a commercial paper credit rating of P-2 from Moody’s and A-2 from S&P. The interest rates payable on certain of our senior notes and commercial paper notes programs are subject to adjustment from time to time if Moody’s or S&P changes the debt rating applicable to the notes.
Financial Institutions and Other Financial Technology Providers Financial services providers regularly introduce and implement new payment, deposit, risk management, lending and investment products, and the distinctions among the products and services traditionally offered by different types of financial institutions and other financial technology providers continue to narrow as they seek to serve the same customers.
Financial Institutions Financial services providers regularly introduce and implement new payment, deposit, risk management, lending and investment products, and the distinctions among the products and services traditionally offered by different types of financial institutions continue to narrow as they seek to serve the same customers.
As of December 31, 2023, we had a corporate credit rating of Baa2 with a stable outlook from Moody’s Investors Service, Inc. (“Moody’s”) and BBB with a stable outlook from Standard & Poor’s Ratings Services (“S&P”) on our senior unsecured debt securities.
As of December 31, 2024, we had a corporate credit rating of Baa2 with a stable outlook from Moody’s Investors Service, Inc. (“Moody’s”) and BBB with a stable outlook from Standard & Poor’s Ratings Services (“S&P”) on our senior unsecured debt securities.
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 $2.2 billion (net of outstanding revolver borrowings and $3.8 billion of capacity designated for outstanding borrowings under our commercial paper programs, senior notes due in 2024 and letters of credit) at December 31, 2023.
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 $2.8 billion (net of outstanding revolver borrowings and $3.2 billion of capacity designated for outstanding borrowings under our commercial paper programs, senior notes due in the next twelve months and letters of credit) at December 31, 2024.
This section contains background information on our company and the products and services that we provide, acquisitions and dispositions, our enterprise priorities, and the trends affecting our industry in order to provide context for management’s discussion and analysis of our financial condition and results of operations. • Critical accounting policies and estimates .
This section contains background information on our company and the products and services that we provide, acquisitions and dispositions, our enterprise priorities, and the trends affecting our industry in order to provide context for management’s discussion and analysis of our financial condition and results of operations. 26 Table of Contents • Critical accounting policies and estimates .
In making this determination, we have considered the relative impact of all of the available positive and negative evidence regarding future sources of taxable income and available tax planning strategies. However, there could be a material impact to our effective income tax rate if there is a significant change in our judgment.
In making this determination, we have considered the relative impact of all of the available positive and negative evidence regarding future sources of taxable income and available tax planning strategies. However, there could be a significant impact to our effective income tax rate in the event there is a significant change in our judgment.
We expect that financial institutions and other financial technology providers will continue to invest significant capital to process transactions, manage information, maintain regulatory compliance and offer innovative new services to their customers in this rapidly evolving and competitive environmental shift from traditional to digital banking.
We expect that financial institutions will continue to invest significant capital to process transactions, manage information, maintain regulatory compliance and offer innovative new services to their customers in this rapidly evolving and competitive environmental shift from traditional to digital banking.
Cost of processing and services consists of costs directly associated with providing services to clients and includes the following: personnel; equipment and data communication; infrastructure costs, including costs to maintain software applications; client support; certain depreciation and amortization; and other operating expenses.
Cost of processing and services consists of costs directly associated with providing services to clients and includes the following: personnel; equipment and data processing; facility costs, including costs to maintain software applications; client support; certain depreciation and amortization; and other operating expenses.
(2) The calculations assume that only mandatory debt repayments are made, no additional refinancing or lending occurs, except for our 2.750% senior notes due in July 2024, and U.S. dollar and Euro commercial paper notes programs as we have the intent to refinance this debt on a long-term basis through the issuance of new commercial paper notes upon maturity, and we have the ability to do so under our revolving credit facility maturing in June 2027.
(2) The calculations assume that only mandatory debt repayments are made, no additional refinancing or lending occurs, except for our 3.850% senior notes due in June 2025 and 2.250% senior notes due in July 2025, and U.S. dollar and Euro commercial paper notes programs as we have the intent to refinance this debt on a long-term basis through the issuance of new commercial paper notes upon maturity, and we have the ability to do so under our revolving credit facility maturing in June 2027.
Processing and services revenue is most reflective of our business performance as a significant amount of our total operating profit is generated by these services.
Processing and services revenue is most reflective of our business performance as a significant amount of our total operating profit is generated from these services.
Additional information regarding our acquisitions is included in Note 4 to the consolidated financial statements. Goodwill and Intangible Assets We review the carrying value of goodwill for impairment annually, or more frequently if events or circumstances indicate the carrying value may not be recoverable.
Additional information regarding our acquisitions of businesses is included in Note 4 to the consolidated financial statements. 30 Table of Contents Goodwill and Intangible Assets We review the carrying value of goodwill for impairment annually, or more frequently if events or circumstances indicate the carrying value may not be recoverable.
Recent Market Conditions Global macroeconomic conditions, including rising interest rates, inflation, bank failures, disruptions in the global supply chain, changes in consumer spending, the effects of international hostilities and regulations restricting trade or impacting our ability to offer products or services, could have a material adverse effect on our business, results of operations and financial condition.
Recent Market Conditions Global macroeconomic conditions, including changing interest rates, inflation, disruptions in the global supply chain, changes in consumer spending, the effects of international hostilities, political conditions, and regulations restricting trade or impacting our ability to offer products or services, could have a material adverse effect on our business, results of operations and financial condition.
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 Sterling and Argentine Peso.
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 Sterling, Indian Rupee, Brazilian Real and Argentine Peso.
Management's Discussion and Analysis of Financial Condition and Results of Operations ” of our Annual Report on Form 10-K for fiscal year 2022, filed with the Securities and Exchange Commission on February 23, 2023. Our discussion is organized as follows: • Overview .
Management's Discussion and Analysis of Financial Condition and Results of Operations ” of our Annual Report on Form 10-K for fiscal year 2023, filed with the Securities and Exchange Commission on February 22, 2024. Our discussion is organized as follows: • Overview .
Selling, General and Administrative Expenses Selling, general and administrative expenses primarily consist of: salaries, wages, commissions and related expenses paid to sales personnel, administrative employees and management; third-party commissions; advertising and promotional costs; certain depreciation and amortization; and other selling and administrative expenses. 33 Table of Contents Financial Results 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.
Selling, General and Administrative Expenses Selling, general and administrative expenses primarily consist of: salaries, wages, commissions and related expenses paid to sales personnel, administrative employees and management; third-party commissions and payments to distribution partners; marketing costs; certain depreciation and amortization; and other selling and administrative expenses. 33 Table of Contents Financial Results 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.
Net Income Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests and redeemable noncontrolling interests 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 $61 million and $52 million in 2023 and 2022, respectively.
Net Income Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests and redeemable noncontrolling interests 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 $49 million and $61 million in 2024 and 2023, respectively.
Goodwill is tested for impairment at a reporting unit level, which is one level below our reportable segments.
Goodwill is tested for impairment at a reporting unit level, which is one level below our operating segments.
If the ratings from Moody’s or S&P decrease below investment grade, the per annum interest rates on certain senior notes are subject to increase by up to two percent.
If the ratings from Moody’s or S&P decrease 42 Table of Contents below investment grade, the per annum interest rates on certain senior notes are subject to increase by up to two percent.
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 delivering breakthrough innovation.
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.
Such providers are independent software vendors, typically referred to as ISVs, and we believe there are thousands of these potential distribution partnership opportunities to cross-sell multiple value-added solutions available to us.
Such providers are independent software vendors, typically referred to as ISVs, and we believe there are numerous potential distribution partnership opportunities to cross-sell multiple value-added solutions available to us.
Cost of product consists of costs directly associated with the products sold and includes the following: costs of materials and postage; software development; hardware costs (primarily POS devices); personnel; infrastructure costs; certain depreciation and amortization; and other costs directly associated with product revenue.
Cost of product consists of costs directly associated with the products sold and includes the following: costs of materials and postage; hardware costs (primarily POS devices); personnel; facility costs; certain depreciation and amortization; and other costs directly associated with product revenue.
We believe that our sizable and diverse client base, combined with our position as a leading provider of non-discretionary, recurring revenue-based products and services, gives us a solid foundation for growth.
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.
The table below details our cash and cash equivalents held at: December 31, (In millions) 2023 2022 Available $ 450 $ 288 Unavailable (1) 754 614 Total $ 1,204 $ 902 (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. 42 Table of Contents
The table below details our cash and cash equivalents held at: December 31, (In millions) 2024 2023 Available $ 665 $ 450 Unavailable (1) 571 754 Total $ 1,236 $ 1,204 (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.
Results of Operations Components of Revenue and Expenses The following summary describes the components of revenue and expenses as presented in our consolidated statements of income. Processing and Services Processing and services revenue, which represented 82% of our total revenue in 2023, is primarily generated from account- and transaction-based fees under multi-year contracts.
Results of Operations Components of Revenue and Expenses The following summary describes the components of revenue and expenses as presented in our consolidated statements of income. Processing and Services Processing and services revenue, which comprised 81% of our total revenue in 2024, is primarily generated from account- and transaction-based fees under multi-year contracts.
Personal consumption and consumer savings growth in the U.S. are expected to be lower in 2024, which may also negatively impact our business and financial results. We actively monitor and manage our business in response to these unpredictable geopolitical and market conditions, as they may adversely impact our operations and financial results.
Personal consumption and consumer savings growth in the U.S. may also negatively impact our business and financial results. We actively monitor and manage our business in response to these unpredictable geopolitical and market conditions, as they may adversely impact our operations and financial results.
At December 31, 2023, the 2.750% senior notes due in July 2024 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.
At December 31, 2024, 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.
The Lending Joint Ventures maintain, as amended in April 2022, variable-rate term loan facilities with aggregate outstanding borrowings of $437 million in senior unsecured debt at December 31, 2023 and variable-rate revolving credit facilities with an aggregate borrowing capacity of $83 million with a syndicate of banks, which mature in April 2027.
The Lending Joint Ventures maintain variable-rate term loan facilities with aggregate outstanding borrowings of $421 million in senior unsecured debt at December 31, 2024 and variable-rate revolving credit facilities with an aggregate borrowing capacity of $83 million with a syndicate of banks, which mature in April 2027.
Share Repurchases On August 8, 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 and $2.5 billion of our common stock in 2023 and 2022, respectively.
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.
Interest on our revolving credit facility and commercial paper notes is generally paid weekly, or more frequently on occasion, and interest on our term loan was paid monthly.
Interest on our revolving credit facility and commercial paper notes is generally paid weekly, or more frequently on occasion.
At December 31, 2023, our debt consisted primarily of $20.0 billion of fixed-rate senior notes and $1.7 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.
At December 31, 2024, our debt consisted primarily of $21.6 billion of fixed-rate senior notes and $1.5 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.
This section contains an analysis of our results of operations presented in the accompanying consolidated statements of income by comparing the results for the year ended December 31, 2023 to the results for the year ended December 31, 2022. • Liquidity and capital resources .
This section contains an analysis of our results of operations presented in the accompanying consolidated statements of income by comparing the consolidated and segment results for the year ended December 31, 2024 to the consolidated and segment results for the year ended December 31, 2023.
Operating margin percentages are calculated using actual, unrounded amounts. Total Revenue Total revenue increased $1,356 million, or 8%, in 2023 compared to 2022. The revenue increase was primarily driven by higher global processing revenue, partially offset by a 3% decrease due to foreign currency exchange rate fluctuations in 2023.
Operating margin percentages are calculated using actual, unrounded amounts. Total Revenue Total revenue increased $1,363 million, or 7%, in 2024 compared to 2023. The revenue increase in 2024 was primarily driven by higher global processing revenue across our businesses, partially offset by a 8% decrease due to foreign currency exchange rate fluctuations.
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.
During the year ended December 31, 2024, 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.
Product Product revenue, which represented 18% of our total revenue in 2023, is derived from print and card production sales, as well as software license and hardware (primarily POS devices) sales.
Product Product revenue, which comprised 19% of our total revenue in 2024, is derived from print and card production sales, as well as software license and hardware (primarily POS devices) sales.
This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application.
This section contains a discussion of the accounting policies that we believe are important to our financial condition and results of operations and that require judgment and estimates on the part of management in their application. Our critical accounting policies are also summarized in Note 1 to the accompanying consolidated financial statements. • Results of operations .
The revolving credit facility contains various restrictions and covenants that require us to, among other things, limit our consolidated indebtedness as of the end of each fiscal quarter to no more than 3.75 times our consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and expenses and certain other adjustments during the period of four fiscal quarters then ended, subject to certain exceptions. 41 Table of Contents During the year ended December 31, 2023, we were in compliance with all financial debt covenants.
The revolving credit facility contains various restrictions and covenants that require us to, among other things, limit our consolidated indebtedness as of the end of each fiscal quarter to no more than 3.75 times our consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and expenses and certain other adjustments during the period of four fiscal quarters then ended, subject to certain exceptions.
Our most recent annual impairment assessment of our reporting units in the fourth quarter of 2023 determined that our goodwill of $37.2 billion was not impaired as the estimated fair values of the respective reporting units exceeded the carrying values.
Our most recent annual impairment assessment of our reporting units in the fourth quarter of 2024 determined that our goodwill of $36.6 billion was not impaired as the estimated fair values of each of the respective reporting units exceeded their carrying values.
This section generally discusses information and results pertaining to the years ended December 31, 2023 and 2022. Information and discussion of results pertaining to the year ended December 31, 2021 not included herein can be found in Part II, “Item 7.
Segment results for the years ended December 31, 2023 and 2022 have been recast to reflect the Segment Realignment. This section generally discusses information and results pertaining to the years ended December 31, 2024 and 2023. Information and discussion of results pertaining to the year ended December 31, 2022 not included herein can be found in Part II, “Item 7.
We have not made any payments under the guarantees, nor have we been called upon to do so. Other Access to capital markets impacts our cost of capital and our ability to refinance maturing debt and fund future acquisitions.
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. Other Access to capital markets impacts our cost of capital and our ability to refinance maturing debt and fund future acquisitions.
We believe that economies of scale in developing and maintaining the infrastructure, technology, products, services and networks necessary to be competitive in such an environment are essential to justify these investments, and we anticipate that demand for products that facilitate customer interaction with financial institutions, including a unified, seamless customer experience across mobile and online channels, will continue to increase, which we expect to create revenue opportunities for us. 29 Table of Contents 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.
We believe that economies of scale in developing and maintaining the infrastructure, technology, products, services and networks necessary to be competitive in such an environment are essential to justify these investments, and we anticipate that demand for products that facilitate customer interaction with financial institutions, including a unified, seamless customer experience across mobile and online channels, will continue to increase, which we expect to create revenue opportunities for us.
Indebtedness Our debt consisted of the following at: December 31, (In millions) 2023 2022 Short-term and current maturities of long-term debt: Foreign lines of credit $ 442 $ 198 Finance lease and other financing obligations 313 270 Total short-term and current maturities of long-term debt $ 755 $ 468 Long-term debt: 0.375% senior notes due July 2023 (Euro-denominated) $ — $ 531 3.800% senior notes due October 2023 — 1,000 2.750% senior notes due July 2024 2,000 2,000 3.850% senior notes due June 2025 900 900 2.250% senior notes due July 2025 (British Pound-denominated) 672 632 3.200% senior notes due July 2026 2,000 2,000 2.250% senior notes due June 2027 1,000 1,000 1.125% senior notes due July 2027 (Euro-denominated) 555 531 5.450% senior notes due March 2028 900 — 5.375% senior notes due August 2028 700 — 4.200% senior notes due October 2028 1,000 1,000 3.500% senior notes due July 2029 3,000 3,000 2.650% senior notes due June 2030 1,000 1,000 1.625% senior notes due July 2030 (Euro-denominated) 555 531 4.500% senior notes due May 2031 (Euro-denominated) 889 — 3.000% senior notes due July 2031 (British Pound-denominated) 672 632 5.600% senior notes due March 2033 900 — 5.625% senior notes due August 2033 1,300 — 4.400% senior notes due July 2049 2,000 2,000 U.S. dollar commercial paper notes 418 2,329 Euro commercial paper notes 1,321 1,210 Revolving credit facility 74 35 Term loan facility — 200 Unamortized discount and deferred financing costs (145) (120) Finance lease and other financing obligations 652 539 Total long-term debt $ 22,363 $ 20,950 39 Table of Contents In August 2023, we completed the public offering and issuance of $2.0 billion of senior notes, comprised of $700 million aggregate principal amount of 5.375% senior notes due in August 2028 and $1.3 billion aggregate principal amount of 5.625% senior notes due in August 2033.
We funded this transaction by utilizing a combination of available cash and proceeds from the issuance of commercial paper. 39 Table of Contents Indebtedness Our debt consisted of the following at: December 31, (In millions) 2024 2023 Short-term and current maturities of long-term debt: Foreign lines of credit $ 784 $ 442 Finance lease and other financing obligations 326 313 Total short-term and current maturities of long-term debt $ 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 — 2.250% senior notes due June 2027 1,000 1,000 1.125% senior notes due July 2027 (Euro-denominated) 521 555 5.450% senior notes due March 2028 900 900 5.375% senior notes due August 2028 700 700 4.200% senior notes due October 2028 1,000 1,000 3.500% senior notes due July 2029 3,000 3,000 4.750% senior notes due March 2030 850 — 2.650% senior notes due June 2030 1,000 1,000 1.625% senior notes due July 2030 (Euro-denominated) 521 555 5.350% senior notes due March 2031 500 — 4.500% senior notes due May 2031 (Euro-denominated) 835 889 3.000% senior notes due July 2031 (British Pound-denominated) 661 672 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 — 5.150% senior notes due August 2034 900 — 4.400% senior notes due July 2049 2,000 2,000 U.S. dollar commercial paper notes 221 418 Euro commercial paper notes 1,239 1,321 Revolving credit facility 115 74 Unamortized discount and deferred financing costs (150) (145) Finance lease and other financing obligations 656 652 Total long-term debt $ 23,730 $ 22,363 In August 2024, we completed the public offering and issuance of $1.75 billion of senior notes, comprised of $850 million aggregate principal amount of 4.750% senior notes due in March 2030 and $900 million aggregate principal amount of 5.150% senior notes due in August 2034.
To the extent that variable consideration is not constrained, we include an estimate of the variable amount, as appropriate, within the total transaction price and update our assumptions over the duration of the contract.
To the extent that variable consideration is not constrained, we include an estimate of the variable amount, as appropriate, within the total transaction price and update our assumptions over the duration of the contract. We may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed.
The effective income tax rate for 2023 also included tax benefits from the purchase of transferable federal tax credits. 36 Table of Contents (Loss) Income from Investments in Unconsolidated Affiliates Our share of net (loss) income from unconsolidated affiliates accounted for using the equity method is reported as (loss) income from investments in unconsolidated affiliates, and the related tax benefit (expense) is reported within the income tax provision in the consolidated statements of income.
Loss from Investments in Unconsolidated Affiliates Our share of net loss from unconsolidated affiliates accounted for using the equity method is reported as loss from investments in unconsolidated affiliates, and the related tax benefit is reported within the income tax provision in the consolidated 37 Table of Contents statements of income.
The variable rate on the revolving credit facility is priced at the rate in effect at December 31, 2023. (3) Represents enforceable and legally binding agreements to purchase goods or services based on signed contracts as of December 31, 2023.
The variable rate on the revolving credit facility is priced at the rate in effect at December 31, 2024. (3) Represents enforceable and legally binding agreements to purchase goods or services based on signed contracts as of December 31, 2024. Share Repurchases We repurchased $5.5 billion of our common stock during the year ended December 31, 2024.
We expect to acquire businesses when we identify: a compelling strategic need, such as a product, service or technology that helps meet client demand; an opportunity to change industry dynamics; a way to achieve business scale that enables competition and operational efficiency; or similar considerations.
We expect to acquire businesses when we identify: a compelling strategic need, such as a product, service or technology that helps meet client demand; a way to achieve business scale that enables competition and operational efficiency; or similar considerations. We expect to divest businesses that are not in line with our market, product or financial strategies.
Enterprise Priorities 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 previously held a majority controlling financial interest in this subsidiary, which continues to be consolidated and reported within the Merchant segment. Enterprise Priorities 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.
Rather than reducing the overall market, these consolidations transfer accounts among financial institutions. If a client loss occurs due to merger or acquisition, we typically receive a contract termination fee based on the size of the client and how early in the contract term the contract is terminated.
If a client loss occurs due to merger or acquisition, we typically receive a 29 Table of Contents contract termination fee based on the size of the client and how early in the contract term the contract is terminated.
Our long-term priorities are 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 28 Table of Contents and integration enabling differentiated value for our clients; and generate integration value, including cost and revenue synergies from acquisitions.
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. 28 Table of Contents Industry Trends The global payments landscape continues to evolve, with rapidly advancing technologies and a steady expansion of digital payments, e-commerce and real-time payments infrastructure.
Financial institutions must now be able to serve their customers with tailored solutions, delivered how and when those customers want. This requires financial institutions to not only process their transactions, but to integrate their products and services to give customers easy access to such integrated solutions, when they need it.
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.
On February 22, 2023, our board of directors approved a repurchase authorization for an additional 75.0 million shares. As of December 31, 2023, we had approximately 52.0 million shares remaining under our then existing repurchase authorization. Shares repurchased are generally held for issuance in connection with our equity plans.
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 December 31, 2024, we had approximately 18.0 million shares remaining under our existing repurchase authorization. Shares repurchased are generally held for issuance in connection with our equity plans.
The operating loss in Corporate and Other decreased $371 million in 2023 compared to 2022. The operating loss in 2023 was favorably impacted by a reduction of $191 million and $135 million in amortization of acquisition related intangible assets and severance costs, respectively.
The operating loss in 2023 was favorably impacted by a reduction of $191 million and $135 million in amortization of acquisition related intangible assets and severance costs, respectively, compared to 2022. The operating loss in 2023 also included a $172 million pre-tax gain on the sale of our financial reconciliation business.
Outstanding borrowings under our commercial paper programs bear interest based on the prevailing rates at the time of issuance. We also maintain a senior unsecured multicurrency revolving credit facility, which matures in June 2027 and provides for a maximum aggregate principal amount of availability of $6.0 billion.
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.
This information should be read together with the consolidated financial statements and accompanying notes. The financial results presented below have been affected by acquisitions, dispositions, and foreign currency fluctuations.
This information should be read together with the consolidated financial statements and accompanying notes. The financial results presented below have been affected by acquisitions, dispositions, non-cash impairment charges, and foreign currency fluctuations. Segment results for the years ended December 31, 2023 and 2022 have been recast to reflect the Segment Realignment.
This section provides an analysis of our cash flows and a discussion of our outstanding debt and commitments at December 31, 2023. Overview Company Background We are a leading global provider of payments and financial services technology solutions. We serve clients around the globe, including merchants, banks, credit unions, other financial institutions and corporate clients.
Overview Company Background We are a leading global provider of payments and financial services technology solutions. We serve clients around the globe, including merchants, banks, credit unions, other financial institutions, corporate and public sector clients.
Total expenses as a percentage of total revenue were favorably impacted in 2023 by a reduction in amortization of acquisition-related intangible assets and severance costs of approximately 100 basis points and 70 basis points, respectively.
Total expenses as a percentage of total revenue 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 basis points.
Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of income.
Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of income. We are also required to estimate the useful lives of intangible assets to determine the amount of acquisition-related intangible asset amortization expense to record in future periods.
We expect the anticipated benefits in 2024 of higher transitory revenue from above-average interest and inflation may be offset in whole or in part by foreign currency exchange losses related to a significant devaluation of the Argentine Peso.
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. For discussion of risks and potential challenges applicable to our business, results of operations and financial condition, see “Part I.
We establish a liability for known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. In establishing a liability for known tax exposures, assumptions are made in determining whether, and the extent to which, a tax position will be sustained.
In establishing a liability for known tax exposures, assumptions are made in determining whether, and the extent to which, a tax position will be sustained.
In addition, we maintained a contingent liability of $23 million at December 31, 2023, representing the current expected credit losses to which we are exposed.
Such guarantees will be amortized in future periods over the contractual term of the debt. In addition, we maintained a contingent liability of $15 million at December 31, 2024, representing the current expected credit losses to which we are exposed.
While the majority of our revenue is earned domestically, we actively monitor the foreign exchange rate environment in an effort to manage these risks. The operations of our Argentina subsidiary are experiencing higher interest rates and higher inflation as compared to historical averages.
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. The operations of our Argentina subsidiary have experienced higher interest rates and inflation relative to historical averages.
Interest Expense, Net Interest expense, net increased $243 million, or 33%, in 2023 compared to 2022 due to our public offering and issuance of $1.8 billion, 800 million Euros and $2.0 billion of higher fixed-rate senior notes in March 2023, May 2023 and August 2023, respectively, as well as increased variable rate borrowings associated with our settlement advance cash program in Latin America.
Interest Expense, Net Interest expense, net increased $219 million, or 22%, in 2024 compared to 2023 due to higher fixed rate outstanding borrowings associated with our public offering and issuance of $2.0 billion and $1.75 billion of senior notes in March 2024 and August 2024, respectively. Other Expense, Net Other expense, net increased $38 million in 2024 compared to 2023.
(“Sled”), a provider of instant payment solutions. Sled is included within the Acceptance segment and expands our direct payment service capabilities. We acquired these businesses in Latin America for an aggregate purchase price, including hold-backs, of approximately $17 million. On December 29, 2022, we acquired OrangeData 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. Pending Acquisitions In 2024, we entered into definitive agreements to acquire CCV Group B.V. (“CCV”) and Payfare Inc. (“Payfare”).
The following table summarizes our net cash provided by operating activities, or operating cash flow, and capital expenditures: Year Ended December 31, Increase (Decrease) (In millions) 2023 2022 $ % Net income $ 3,129 $ 2,582 $ 547 Depreciation and amortization 3,162 3,212 (50) Share-based compensation 342 323 19 Deferred income taxes (511) (558) 47 Net gain on sale of businesses and other assets (167) (54) (113) Loss (income) from investments in unconsolidated affiliates 15 (220) 235 Distributions from unconsolidated affiliates 55 73 (18) Non-cash impairment charges — 14 (14) Net changes in working capital and other (863) (754) (109) Net cash provided by operating activities $ 5,162 $ 4,618 $ 544 12 % Capital expenditures, including capitalized software and other intangibles $ 1,388 $ 1,479 $ (91) (6) % Our operating cash flow was $5.2 billion in 2023, an increase of 12% compared with $4.6 billion in 2022.
The following table summarizes our net cash provided by operating activities, or operating cash flow, and capital expenditures: Year Ended December 31, Increase (Decrease) (In millions) 2024 2023 $ % Net income $ 3,180 $ 3,129 $ 51 Depreciation and amortization 3,138 3,162 (24) Share-based compensation 367 342 25 Deferred income taxes (662) (511) (151) Net gain on sale of businesses and other assets — (167) 167 Loss from investments in unconsolidated affiliates 685 15 670 Distributions from unconsolidated affiliates 39 55 (16) Non-cash settlement charge for terminated pension plans 147 — 147 Net changes in working capital and other (263) (863) 600 Net cash provided by operating activities $ 6,631 $ 5,162 $ 1,469 28 % Capital expenditures, including capitalized software and other intangibles $ 1,569 $ 1,388 $ 181 13 % Our operating cash flow was $6.6 billion in 2024, an increase of 28% compared with $5.2 billion in 2023.
The net proceeds from these dispositions were primarily used to pay down indebtedness and repurchase shares of our common stock. Other Transactions In September 2023, we acquired the remaining 49% ownership interest in European Merchant Services B.V., in which we previously held a majority controlling financial interest in this consolidated subsidiary, for $56 million.
In September 2023, we acquired the remaining 49% ownership interest in European Merchant Services B.V., in which we previously held a majority controlling financial interest in this consolidated subsidiary, for $56 million.
We expect to divest businesses that are not in line with our market, product or financial 27 Table of Contents strategies. The results of operations for the following acquired and divested businesses are included in our consolidated results from the respective dates of acquisition and through the respective dates of disposition.
The results of operations for the following acquired and divested businesses are included in our consolidated results from the respective dates of acquisition and through the respective dates of disposition.
Other Expense, Net Other expense, net increased $46 million in 2023 compared to 2022. Other expense, net includes foreign currency transaction gains and losses, gains or losses from a change in fair value of investments in certain equity securities, and amounts related to debt guarantee arrangements of certain joint ventures.
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.
We recognize processing and services revenue in the period in which the specific service is performed unless they are not deemed distinct from other goods or services, which revenue would then be recognized as control is transferred of the combined goods and services.
Processing and Services Processing and services revenue is generated from account- and transaction-based fees for data processing, merchant transaction processing and acquiring, electronic billing and payment services, electronic funds transfer and debit/credit processing services; consulting and professional services; and software maintenance for ongoing client support. 31 Table of Contents We recognize processing and services revenue in the period in which the specific service is performed unless they are not deemed distinct from other goods or services, which revenue would then be recognized as control is transferred of the combined goods and services.
We are effecting changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution clients. As a result, we expect to realign our reportable segments to correspond with these organizational changes, which we expect to be completed effective for the quarter ending March 31, 2024.
Effective in the first quarter of 2024, we realigned our reportable segments to correspond with changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution clients (the “Segment Realignment”). Our new reportable segments are the Merchant Solutions (“Merchant”) segment and the Financial Solutions (“Financial”) segment.
Total expenses as a percentage of total revenue were also favorably impacted by a $172 million pre-tax gain on the sale of our financial reconciliation business in 2023. The remaining decrease in total expenses as a percentage of total revenue was due to operating leverage across our various businesses.
Total expenses as a percentage of total revenue were favorably impacted in 2023 by a $172 million pre-tax gain on the sale of our financial reconciliation business. Cost of processing and services as a percentage of processing and services revenue decreased to 32.2% in 2024 compared to 34.1% in 2023.
Further, contract modifications require the identification and evaluation of the performance obligations of the modified contract, including the allocation of revenue to the remaining performance obligations and the 32 Table of Contents period of recognition for each identified performance obligation. Additional information regarding our revenue recognition policies is included in Note 3 to the consolidated financial statements.
Further, contract modifications require the identification and evaluation of the performance obligations of the modified contract, including the allocation of consideration to the remaining performance obligations and the period of recognition for each identified performance obligation.
Income Tax Provision Income tax provision as a percentage of income before income taxes and (loss) income from investments in unconsolidated affiliates was 19.3% and 18.9% in 2023 and 2022, respectively. The effective income tax rate for both 2023 and 2022 included discrete tax benefits from subsidiary restructurings and equity compensation related tax benefits.
Income Tax Provision The income tax provision as a percentage of income before income taxes and loss from investments in unconsolidated affiliates was 14.2% and 19.3% in 2024 and 2023, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

16 edited+4 added−2 removed5 unchanged
Biggest changeThe remeasurement of monetary assets and liabilities of our Argentina subsidiary resulted in net pre-tax foreign currency exchange losses of $164 million and $52 million during the years ended December 31, 2023 and 2022, respectively. Our exposure to foreign currency exchange risks generally arise from our international operations to the extent they are conducted in local currency.
Biggest changeThe remeasurement of monetary assets and liabilities of our Argentina subsidiary resulted in pre-tax foreign currency exchange losses, included within other expense, net in the consolidated statements of income, of $98 million and $164 million during the years ended December 31, 2024 and 2023, respectively.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk refers to the risk that a change in the level of one or more market prices, interest rates, currency exchange rates, indices, correlations or other market factors, such as liquidity, will result in losses for a certain financial instrument or group of financial instruments.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk refers to the risk that a change in the level of one or more market prices, interest rates, inflation, currency exchange rates, indices, correlations or other market factors, such as liquidity, will result in losses for a certain financial instrument or group of financial instruments.
For subsidiaries located in highly inflationary economies, the financial statements are remeasured into U.S. dollars, and the foreign currency gains and losses from the remeasurement of monetary assets and liabilities are reflected in the consolidated statements of income, rather than in shareholders’ equity.
For subsidiaries located in highly inflationary economies, primarily Argentina, the financial statements are remeasured into U.S. dollars, and the foreign currency gains and losses from the remeasurement of monetary assets and liabilities are reflected in the consolidated statements of income, rather than in shareholders’ equity.
This sensitivity analysis uses the average subscriber fund and intermediary settlement cash balances during the year ended December 31, 2023 and assumes the change in market interest rates is applicable for an entire year.
This sensitivity analysis uses the average subscriber fund and intermediary settlement cash balances during the year ended December 31, 2024 and assumes the change in market interest rates is applicable for an entire year.
Our variable-rate debt at December 31, 2023 primarily consisted of outstanding U.S. dollar and Euro commercial paper and borrowings on our variable rate foreign lines of credit.
Our variable-rate debt at December 31, 2024 primarily consisted of outstanding U.S. dollar and Euro commercial paper and borrowings on our variable rate foreign lines of credit.
We also earn interest on intermediary settlement cash balances received from agents, payment networks, bank partners, merchants or direct consumers that we hold on behalf of merchants until the funding becomes due to the merchants or payees. Subscriber funds and intermediary settlement cash balances earning interest averaged $3.4 billion during the year ended December 31, 2023.
We also earn interest on intermediary settlement cash balances received from agents, payment networks, bank partners, merchants or direct consumers that we hold on behalf of merchants until the funding becomes due to the merchants or payees. Subscriber funds and intermediary settlement cash balances earning interest averaged $3.0 billion during the year ended December 31, 2024.
Based on our outstanding debt balances and interest rates at December 31, 2023, a hypothetical 1% increase in market interest rates related to our variable-rate debt would increase annual interest expense by approximately $23 million. This sensitivity analysis assumes the outstanding debt balances at December 31, 2023 and the change in market interest rates is applicable for an entire year.
Based on our outstanding debt balances and interest rates at December 31, 2024, a hypothetical 1% increase in market interest rates related to our variable-rate debt would increase annual interest expense by approximately $24 million. This sensitivity analysis assumes the outstanding debt balances at December 31, 2024 and the change in market interest rates is applicable for an entire year.
The interest earned on subscriber funds and intermediary settlement cash is recorded as a component of total revenue in the consolidated statements of income. During the year ended December 31, 2023, a hypothetical 1% decrease in market interest rates would decrease the annual interest-related income by approximately $34 million.
The interest earned on subscriber funds and intermediary settlement cash is recorded as a component of total revenue in the consolidated statements of income. During the year ended December 31, 2024, a hypothetical 1% decrease in market interest rates would decrease the annual interest-related income by approximately $30 million.
Our fixed-rate debt at December 31, 2023 primarily consisted of fixed-rate senior notes with a fair value of $19.3 billion, based on matrix pricing which considers readily observable inputs of comparable securities.
Our fixed-rate debt at December 31, 2024 primarily consisted of fixed-rate senior notes with a fair value of $20.8 billion, based on matrix pricing which considers readily observable inputs of comparable securities.
We are exposed to interest rate risk on certain of these debt obligations. We had fixed- and variable-rate debt, excluding finance leases and other financing obligations, with varying maturities for an aggregate carrying amount of $20.0 billion and $2.3 billion, respectively, at December 31, 2023.
We are exposed to interest rate risk on certain of these debt obligations. We had fixed- and variable-rate debt, excluding finance leases and other financing obligations, with varying maturities for an aggregate carrying amount of $21.6 billion and $2.4 billion, respectively, at December 31, 2024.
At December 31, 2023, aggregate notional fixed-to-fixed cross-currency rate swaps of 400 million Euros and 751 million Singapore Dollars were designated as net investment hedges.
At December 31, 2024, aggregate notional fixed-to-fixed cross-currency rate swaps of 600 million Euros, 841 million Singapore Dollars and 259 million Canadian Dollars were designated as net investment hedges.
Additionally, we maintain fixed-to-fixed cross-currency swap contracts, designated as fair value hedges, to mitigate the spot foreign exchange rate risk on the principal amount of certain foreign currency denominated debt. 44 Table of Contents
Additionally, we maintain a fixed-to-fixed cross-currency swap contract, designated as a fair value hedge, to mitigate the spot foreign exchange rate risk on the principal amount of certain foreign currency denominated debt and previously maintained fixed-to-fixed cross-currency rate swap contracts on the principal amount of a Euro-denominated intercompany note which was repaid in 2024. 44 Table of Contents
At December 31, 2023, the notional amount of these derivatives was $443 million, with a fair value of $2 million. In addition, we maintain fixed-to-fixed cross-currency rate swap contracts to hedge a portion of our net investment in certain subsidiaries whose functional currencies are in the Euro and Singapore Dollar.
In addition, we maintain fixed-to-fixed cross-currency rate swap contracts to hedge a portion of our net investment in certain subsidiaries whose functional currencies are in the Euro, Singapore Dollar and Canadian Dollar.
Approximately 15% of our total revenue was generated internationally in 2023. The major currencies to which our revenues are exposed are the Argentine Peso, Brazilian Real, British Pound, Euro and Indian Rupee.
Our exposure to foreign currency exchange risks generally arise from our international operations to the extent they are conducted in local currency. Approximately 15% of our total revenue was generated internationally in 2024. The major currencies to which our revenues are exposed are the Argentine Peso, Brazilian Real, British Pound, Euro and Indian Rupee.
Translation gains and losses from non-U.S. subsidiaries are generally reflected as a component of accumulated other comprehensive loss within shareholders’ equity on the consolidated balance sheets.
We manage the exposure to these risks through the use of foreign currency forward exchange contracts, fixed-to-fixed cross-currency rate swap contracts and non-derivative net investment hedges. Translation gains and losses from non-U.S. subsidiaries are generally reflected as a component of accumulated other comprehensive loss within shareholders’ equity on the consolidated balance sheets.
Our risk with regard to interest rate fluctuations is largely mitigated by the offsetting impacts associated with our variable-rate debt and interest earning liquid investments associated with subscriber funds and intermediary settlement cash.
Our risk with regard to interest rate fluctuations is largely mitigated by the offsetting impacts associated with our variable-rate debt and interest earning liquid investments associated with subscriber funds and intermediary settlement cash. 43 Table of Contents Foreign Currency Risk We conduct business globally and are exposed to foreign currency risk from changes in the value of underlying assets and liabilities of our non-U.S. dollar-denominated foreign investments and foreign currency transactions.
Removed
Foreign Currency Risk We conduct business globally and are exposed to foreign currency risk from changes in the value of underlying assets and liabilities of our non-U.S. dollar-denominated foreign investments and foreign currency transactions. We manage the exposure to these risks through the use of foreign currency forward exchange contracts, fixed-to-fixed cross-currency rate swap contracts and non-derivative net investment hedges.
Added
Gains and losses from foreign currency transactions, included within operating expenses in the consolidated statements of income, were not significant during the years ended December 31, 2024 and 2023.
Removed
A strengthening or weakening of the U.S. dollar, relative to the currencies in which our income is denominated, by 10% would have resulted in a decrease or increase, respectively, in our reported operating income as follows: 43 Table of Contents Year Ended December 31, (In millions) 2023 2022 EMEA (Europe, Middle East and Africa) $ 1 $ 5 APAC (Asia-Pacific) — 1 LATAM (Latin America) 51 9 Total increase or decrease $ 52 $ 15 We maintain foreign currency forward exchange contracts, designated as cash flow hedges, to hedge foreign currency exposure to the Indian Rupee.
Added
We also have exposure to risks related to currency devaluation in certain countries, including Argentina, which may negatively impact our international operating results if there is a prolonged devaluation of local currencies relative to the U.S. dollar or if the economic conditions in these countries decline.
Added
A strengthening or weakening of the U.S. dollar, relative to the currencies in which our income is denominated, by 10% would not have a material impact on our reported pre-tax income for the years ended December 31, 2024 and 2023.
Added
We maintain foreign currency forward exchange contracts, designated as cash flow hedges, to hedge foreign currency exposure to the Indian Rupee. At December 31, 2024, the notional amount of these derivatives was $481 million, with a fair value of $(8) million.

Other FISV 10-K year-over-year comparisons