Form 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

            For the quarterly period ended September 30, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

            For the transition period from                        to                         

 

Commission file number 0-14948

 


 

FISERV, INC.

(Exact name of Registrant as specified in its charter)

WISCONSIN   39-1506125

(State or other jurisdiction of

Incorporation or organization)

 

(I. R. S. Employer

Identification No.)

 

255 FISERV DRIVE, BROOKFIELD, WI   53045
(Address of principal executive office)   (Zip Code)

 

(262) 879 5000

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No  ¨

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  x    No  ¨

 

As of October 14, 2003, there were 193,816,391 shares of common stock, $.01 par value, of the Registrant outstanding.

 


 

1


PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

 

FISERV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

     Three Months Ended
September 30,


   

Nine Months Ended

September 30,


 
     2003

    2002

    2003

    2002

 

Revenues:

                                

Processing and services

   $ 712,047     $ 564,089     $ 1,995,926     $ 1,688,427  

Customer reimbursements

     84,005       72,009       246,239       213,507  
    


 


 


 


Total revenues

     796,052       636,098       2,242,165       1,901,934  
    


 


 


 


Cost of revenues:

                                

Salaries, commissions and payroll related costs

     325,222       269,239       926,352       808,477  

Customer reimbursement expenses

     84,005       72,009       246,239       213,507  

Data processing costs and equipment rentals

     55,537       39,275       159,532       120,048  

Other operating expenses

     151,324       110,055       396,039       325,407  

Depreciation and amortization

     43,669       35,271       121,051       103,385  
    


 


 


 


Total cost of revenues

     659,757       525,849       1,849,213       1,570,824  
    


 


 


 


Operating income

     136,295       110,249       392,952       331,110  

Interest expense—net

     (4,472 )     (1,804 )     (10,923 )     (6,669 )
    


 


 


 


Income before income taxes

     131,823       108,445       382,029       324,441  

Income tax provision

     51,411       42,294       148,991       126,532  
    


 


 


 


Net income

   $ 80,412     $ 66,151     $ 233,038     $ 197,909  
    


 


 


 


Net income per share:

                                

Basic

   $ 0.42     $ 0.34     $ 1.21     $ 1.03  
    


 


 


 


Diluted

   $ 0.41     $ 0.34     $ 1.19     $ 1.01  
    


 


 


 


Shares used in computing net income per share:

                                

Basic

     193,626       192,048       193,019       191,379  
    


 


 


 


Diluted

     196,528       195,025       195,695       195,217  
    


 


 


 


 

See notes to condensed consolidated financial statements.

 

2


FISERV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

 

     September 30,
2003


   December 31,
2002


 

ASSETS

               

Cash and cash equivalents

   $ 201,702    $ 227,239  

Accounts receivable—net

     362,592      339,737  

Securities processing receivables

     1,954,352      1,740,512  

Prepaid expenses and other assets

     119,331      119,882  

Investments

     2,024,815      2,115,778  

Property and equipment

     220,563      223,070  

Intangible assets

     457,941      342,614  

Goodwill

     1,829,421      1,329,873  
    

  


Total

   $ 7,170,717    $ 6,438,705  
    

  


LIABILITIES AND SHAREHOLDERS’ EQUITY

               

Accounts payable

   $ 145,446    $ 122,266  

Securities processing payables

     1,845,130      1,666,863  

Short-term borrowings

     135,152      100,000  

Accrued expenses

     295,407      280,614  

Accrued income taxes

     35,071      23,711  

Deferred revenues

     179,257      181,173  

Customer funds held and retirement account deposits

     1,693,337      1,707,458  

Deferred income taxes

     80,976      46,127  

Long-term debt

     659,120      482,824  
    

  


Total liabilities

     5,068,896      4,611,036  
    

  


Shareholders’ equity:

               

Common stock issued, 193,808,000 and 192,450,000 shares, respectively

     1,938      1,924  

Additional paid-in capital

     629,125      599,700  

Accumulated other comprehensive income

     9,835      23,882  

Accumulated earnings

     1,460,923      1,227,885  

Treasury stock, at cost, 804,775 shares at December 31, 2002

     —        (25,722 )
    

  


Total shareholders’ equity

     2,101,821      1,827,669  
    

  


Total

   $ 7,170,717    $ 6,438,705  
    

  


See notes to condensed consolidated financial statements.

 

3


FISERV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 

    

Nine Months Ended

September 30,


 
     2003

    2002

 

Cash flows from operating activities:

                

Net income

   $ 233,038     $ 197,909  

Adjustments to reconcile net income to net cash provided
by operating activities:

                

Deferred income taxes

     36,025       23,059  

Depreciation and amortization

     121,051       103,385  

Changes in assets and liabilities, net of effects from

                

acquisitions of businesses:

                

Accounts receivable

     18,211       22,357  

Prepaid expenses and other assets

     7,547       711  

Accounts payable and accrued expenses

     12,372       6,465  

Deferred revenues

     (15,782 )     (20,915 )

Accrued income taxes

     26,667       41,466  

Securities processing receivables and payables—net

     (35,574 )     (80,599 )
    


 


Net cash provided by operating activities

     403,555       293,838  
    


 


Cash flows from investing activities:

                

Capital expenditures, including capitalization of software

                

costs for external customers

     (118,787 )     (106,165 )

Payment for acquisitions of businesses, net of cash acquired

     (582,696 )     (103,739 )

Investments

     61,478       (229,149 )
    


 


Net cash used in investing activities

     (640,005 )     (439,053 )
    


 


Cash flows from financing activities:

                

Proceeds from short-term borrowings—net

     34,700       73,904  

Repayment of debt under credit facility

     (74,218 )     (82,517 )

Proceeds from issuance of long-term debt

     248,268       —    

Issuance of common stock and treasury stock

     16,284       7,491  

Purchases of treasury stock

     —         (23,992 )

Customer funds held and retirement account deposits

     (14,121 )     252,210  
    


 


Net cash provided by financing activities

     210,913       227,096  
    


 


Change in cash and cash equivalents

     (25,537 )     81,881  

Beginning balance

     227,239       136,088  
    


 


Ending balance

   $ 201,702     $ 217,969  
    


 


 

See notes to condensed consolidated financial statements.

 

4


FISERV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Principles of Consolidation

 

The condensed consolidated financial statements for the three and nine month periods ended September 30, 2003 and 2002 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such condensed consolidated financial statements have been included. Such adjustments consisted only of normal recurring items. Interim results are not necessarily indicative of results for a full year. The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the annual consolidated financial statements and notes of Fiserv, Inc. and subsidiaries (the“Company”). Certain amounts reported in prior periods have been reclassified to conform to the 2003 presentation.

 

2. Acquisitions

 

During the nine month period ended September 30, 2003, the Company completed nine acquisitions for total cash consideration of $549.6 million. In addition to cash consideration, the Company issued, in conjunction with one of the acquisitions, approximately 310,000 shares of its common stock valued at $10.9 million. The operations of these acquisitions are included in the consolidated results of operations from the dates of acquisition.

 

Also, during the first nine months of 2003, as a result of previously acquired entities achieving their operating income targets, the Company paid additional cash consideration of $33.1 million and issued approximately 678,000 shares of its common stock valued at $20.6 million which was treated as additional purchase price. The Company may be required to pay additional cash consideration for acquisitions, including acquisitions closed in 2003 and prior years, up to maximum payments of $220.0 million through 2006, if certain of the acquired entities achieve specific escalating operating income targets.

 

3. Long-Term Debt

 

During the second quarter of 2003, the Company issued $250.0 million five-year notes due in 2008. The first note offering was for $150.0 million at a 4% fixed interest rate. The Company entered into fixed to floating interest rate swap agreements on the $150.0 million notes to manage its total ratio of fixed to floating rate long-term debt over the period of these notes. The second offering of five-year notes was for $100.0 million at a 3% fixed interest rate. The Company used the net proceeds from the offerings primarily to repay existing credit facilities and for general corporate purposes including the funding of acquisitions.

 

4. Stock-Based Compensation

 

The Company has accounted for its stock-based compensation plans in accordance with the intrinsic value provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Accordingly, the Company did not record any compensation expense in the condensed consolidated financial statements for its stock-based compensation plans. The following table illustrates the effect on net income and net income per share had compensation expense been recognized consistent with the fair value provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation.” Stock

options are typically granted in the first quarter of the year and generally vest 20% on the date of grant. As a result, the expense that would be recognized under SFAS No. 123 during the first quarter is significantly higher than the expense for the remaining quarters, representing approximately 35-40% of the full year’s expense.

 

    

Three months ended

September 30,


   

Nine months ended

September 30,


 
(In thousands, except per share data)    2003

    2002

    2003

    2002

 

Net income:

                                

As reported

   $ 80,412     $ 66,151     $ 233,038     $ 197,909  

Less: stock compensation expense—net of tax

     (3,600 )     (3,700 )     (13,400 )     (14,600 )
    


 


 


 


Pro forma

   $ 76,812     $ 62,451     $ 219,638     $ 183,309  
    


 


 


 


Reported net income per share:

                                

Basic

   $ 0.42     $ 0.34     $ 1.21     $ 1.03  

Diluted

     0.41       0.34       1.19       1.01  

Pro forma net income per share:

                                

Basic

   $ 0.40     $ 0.33     $ 1.14     $ 0.96  

Diluted

     0.39       0.32       1.12       0.94  

 

5


5. Shares Used in Computing Net Income Per Share

 

The computation of the number of shares used in calculating basic and diluted net income per common share is as follows:

 

    

Three months ended

September 30,


  

Nine months ended

September 30,


(In thousands)    2003

   2002

   2003

   2002

Weighted-average common shares outstanding

                   

used for calculation of basic net income

                   

per share

   193,626    192,048    193,019    191,379

Employee stock options

   2,902    2,977    2,676    3,838
    
  
  
  

Total shares used for calculation of diluted net income per share

   196,528    195,025    195,695    195,217
    
  
  
  

 

6. Comprehensive Income

 

Comprehensive income is comprised of net income, unrealized gains and losses on available-for-sale investment securities, foreign currency translation and fair market value adjustments on cash flow hedges. Comprehensive income for the three month periods ended September 30, 2003 and 2002 was $73.0 million and $29.5 million and for the nine month periods ended September 30, 2003 and 2002 was $219.0 million and $152.0 million, respectively.

 

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                    RESULTS OF OPERATIONS

 

Results of Operations

 

The Company is an independent provider of financial data processing systems and related information management services and products to financial institutions and other financial intermediaries. Due to the recent growth of the health plan management services of the Company, the Company changed its reportable business segments in the second quarter of 2003 to add the Health plan management services segment. The Health plan management services segment provides services to employers who self-fund their health plan, including services such as handling payments to healthcare providers, assisting with cost controls, plan design services, medical provider administration and other related services. The Company’s segments are the following: Financial institution outsourcing, systems and services (“FIS”); Health plan management services; Securities processing and trust services; and All other and corporate.

 

The table below and the following discussion exclude the revenues and expenses associated with customer reimbursements because management believes that it is not appropriate to include the customer reimbursements in analyzing the current performance of the Company as these balances offset in revenues and expenses with no impact on operating income and these amounts are not an indicator of current or future business trends. Customer reimbursements, which primarily consist of pass through expenses such as postage and data communication costs, were $84.0 million and $72.0 million for the three month periods ended September 30, 2003 and 2002 and $246.2 million and $213.5 million for the nine month periods ended September 30, 2003 and 2002, respectively.

 

    

Three months ended

September 30,


   

Nine months ended

September 30,


 
     (In thousands)     Percentage     (In thousands)     Percentage  
                 Increase                 Increase  
     2003

    2002

    (Decrease)

    2003

    2002

    (Decrease)

 

Processing and services revenues:

                                            

Financial institution outsourcing,

                                            

systems and services

   $ 541,207     $ 428,771     26 %   $ 1,517,593     $ 1,293,595     17 %

Health plan management services

     90,874       53,374     70 %     241,837       157,314     54 %

Securities processing and trust services

     55,728       59,199     (6 %)     165,913       169,957     (2 %)

All other and corporate

     24,238       22,745     7 %     70,583       67,561     4 %
    


 


 

 


 


 

Total

   $ 712,047     $ 564,089     26 %   $ 1,995,926     $ 1,688,427     18 %
    


 


 

 


 


 

Cost of revenues:

                                            

Salaries, commissions and payroll related costs

   $ 325,222     $ 269,239     21 %   $ 926,352     $ 808,477     15 %

Data processing costs and equipment rentals

     55,537       39,275     41 %     159,532       120,048     33 %

Other operating expenses

     151,324       110,055     37 %     396,039       325,407     22 %

Depreciation and amortization

     43,669       35,271     24 %     121,051       103,385     17 %
    


 


 

 


 


 

Total

   $ 575,752     $ 453,840     27 %   $ 1,602,974     $ 1,357,317     18 %
    


 


 

 


 


 

Operating income:

                                            

Financial institution outsourcing,

                                            

systems and services

   $ 119,360     $ 95,139     25 %   $ 344,213     $ 287,754     20 %

Health plan management services

     13,120       8,811     49 %     36,119       25,652     41 %

Securities processing and trust services

     5,926       8,348     (29 %)     19,685       23,320     (16 %)

All other and corporate (1)

     (2,111 )     (2,049 )           (7,065 )     (5,616 )      
    


 


 

 


 


 

Total

   $ 136,295     $ 110,249     24 %   $ 392,952     $ 331,110     19 %
    


 


 

 


 


 

 

(1) Percents are not meaningful. Amounts include corporate expenses.

 

6


    

Three months ended

September 30,


   

Nine months ended

September 30,


 
     2003

    2002

    2003

    2002

 

Cost of revenues as a percentage of total processing and services revenues:

                        

Salaries, commissions and payroll related costs

   46 %   48 %   46 %   48 %

Data processing costs and equipment rentals

   8 %   7 %   8 %   7 %

Other operating expenses

   21 %   20 %   20 %   19 %

Depreciation and amortization

   6 %   6 %   6 %   6 %
    

 

 

 

Total

   81 %   80 %   80 %   80 %
    

 

 

 

Operating margin:

                        

Financial institution outsourcing, systems and services (2)

   22 %   22 %   23 %   22 %

Health plan management services (2)

   14 %   17 %   15 %   16 %

Securities processing and trust services (2)

   11 %   14 %   12 %   14 %
    

 

 

 

Total

   19 %   20 %   20 %   20 %
    

 

 

 

 

(2) Percent of segment processing and services revenues is calculated as a percent of FIS revenues, Health plan management services revenues and Securities processing and trust services revenues.

 

Processing and Services Revenues

 

Processing and services revenues increased $148.0 million, or 26%, in the third quarter of 2003 compared to 2002 and $307.5 million, or 18%, in the first nine months of 2003 compared to 2002. Year-to-date revenue growth was positively impacted in 2003 by continued strong revenue growth of $224.0 million, or 17%, in our FIS segment and $84.5 million, or 54%, in our expanding Health plan management services segment. Internal revenue growth of approximately 3% for the first nine months of 2003 was derived from sales to new clients, cross-sales to existing clients, increases in transaction volumes from existing clients and price increases. The remaining 15% in revenue growth came from acquired businesses. In addition, our Securities processing and trust services segment continued to negatively impact year-to-date internal revenue growth by approximately 1.5%. Our Securities processing and trust services segment continued to be impacted by the weak, but improving U.S. retail securities financial market trading environment which impacts the Securities division and lower interest rates which negatively impacts both our Securities and Trust divisions.

 

Cost of Revenues

 

Total cost of revenues increased $121.9 million, or 27%, in the third quarter of 2003 compared to 2002 and $245.7 million, or 18%, in the first nine months of 2003 compared to 2002. As a percent of processing and services revenues, cost of revenues were 80% for

the nine months ended September 30, 2003 and 2002. In 2003, the make up of cost of revenues has been affected by business acquisitions and changes in the mix of the Company’s business. The Company completed the acquisition of EDS Corporation’s Consumer Network Services in December 2002, which has higher data processing costs and equipment rentals and lower salary

costs. This acquisition has contributed to an increase in data processing costs and equipment rentals and a decrease in salary costs as a percentage of revenues in 2003 compared to 2002.

 

Operating Income

 

Operating income increased $26.0 million, or 24%, in the third quarter of 2003 compared to 2002 and $61.8 million, or 19%, in the first nine months of 2003 compared to 2002. The operating income increase in 2003 was primarily derived from the FIS segment which increased $24.2 million, or 25%, in the third quarter of 2003 compared to 2002 and $56.5 million, or 20% in the first nine months of 2003 compared to 2002. Operating income in the Health plan management services segment increased $4.3 million, or 49%, in the third quarter of 2003 compared to 2002 and $10.5 million, or 41%, in the first nine months of 2003 compared to 2002. The increase in operating income was due to a number of factors including revenue growth and acquisitions.

 

Income Tax Provision

 

The effective income tax rate was 39% in 2003 and 2002.

 

Net Income

 

Net income for the third quarter increased 22% from $66.2 million in 2002 to $80.4 million in 2003. Net income for the first nine months increased 18% from $197.9 million in 2002 to $233.0 million in 2003. Net income per share-diluted for the third quarter was $0.41 in 2003 compared to $0.34 in 2002. Net income per share-diluted for the first nine months of 2003 was $1.19 compared to $1.01 in the comparable 2002 period.

 

7


Liquidity and Capital Resources

 

    

Nine months ended

September 30,


 
(In thousands)    2003

    2002

 

Net income

   $ 233,038     $ 197,909  

Deferred income taxes

     36,025       23,059  

Depreciation and amortization

     121,051       103,385  

Changes in assets and liabilities excluding Securities processing

                

receivables and payables-net

     49,015       50,084  

Securities processing receivables and payables—net

     (35,574 )     (80,599 )
    


 


Net cash provided by operating activities

   $ 403,555     $ 293,838  
    


 


 

Cash flow from operations was $403.6 million in the first nine months of 2003, which included negative cash flow from changes in securities processing receivables and payables of $35.6 million. As the changes in securities processing receivables and payables, retirement account deposits, investments and short-term borrowings generally offset, management believes it is more meaningful to analyze changes in operating cash flows before the change in securities processing receivables and payables. Cash flow from operations before securities processing receivables and payables increased 17% in the first nine months of 2003 compared to 2002,

reaching $439.1 million. The Company has historically used a significant portion of its cash flow from operations for acquisitions and capital expenditures with any remainder used to reduce long-term debt. At September 30, 2003, the Company had $659.1 million of long-term debt, while shareholders’ equity exceeded $2.1 billion.

 

Long-term debt includes $355.8 million borrowed under the Company’s $510.0 million credit and commercial paper facility, which is payable in May 2004 or earlier at the Company’s option. The Company has available $133.6 million under its credit facility at September 30, 2003. The Company must, among other requirements, maintain a minimum net worth of $720.2 million as of September 30, 2003, maintain a fixed charge coverage ratio of 1.35 to one, and limit its total debt to no more than three and one-half times the Company’s earnings before interest, taxes, depreciation and amortization. The Company was in compliance with all debt covenants as of September 30, 2003.

 

During the second quarter of 2003, the Company issued $250.0 million five-year notes due in 2008. The first note offering was for $150.0 million at a 4% fixed interest rate. The Company entered into fixed to floating interest rate swap agreements on the $150.0 million notes to manage its total ratio of fixed to floating rate long-term debt over the period of these notes. The second offering of five-year notes was for $100.0 million at a 3% fixed interest rate. The Company used the net proceeds from the offerings primarily to repay existing credit facilities and for general corporate purposes including the funding of acquisitions.

 

At September 30, 2003, cash and cash equivalents were $201.7 million, a decrease of $25.5 million from December 31, 2002, after spending $582.7 million on acquired businesses and $79.4 million on capital expenditures in the first nine months of 2003. In addition, gross software development costs for external customers capitalized in the first nine months of 2003 were $39.4 million, offset by associated amortization of $32.3 million.

 

The Company believes that its cash flow from operations together with other available sources of funds will be adequate to meet its operating requirements, debt repayments, contingent payments in connection with business acquisitions and ordinary capital spending needs. In the event the Company makes significant future acquisitions, however, it may raise funds through additional borrowings or the issuance of securities.

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

Except for the historical information contained herein, the matters discussed in this Form 10-Q are forward-looking statements that involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors affecting the Company’s operations, markets, services and related products, prices and other factors discussed in this Form 10-Q and the Company’s prior filings with the Securities and Exchange Commission. Since these statements are subject to risks and uncertainties and are subject to changes at any time, actual results could differ materially from expected results. Therefore, there can be no assurance that the forward-looking statements included in this Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and have not materially changed since that report was filed

 

8


ITEM 4.   CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures.

 

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), an evaluation was carried out with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and Senior Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure

controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Exchange Act) as of the end of the quarter ended September 30, 2003. Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Senior Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the quarter ended September 30, 2003 to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this quarterly report on Form 10-Q was being prepared.

 

Changes in internal controls over financial reporting.

 

There was not any change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

 

(a) Exhibits

 

The exhibits listed in the accompanying exhibit index are filed as part of this Quarterly Report on Form 10-Q.

 

(b) Reports on Form 8-K

 

The Company filed a report on Form 8-K under Items 7 and 9 dated July 22, 2003, reporting the announcement of the Company’s earnings for the second quarter of 2003.

 

The Company filed a report on Form 8-K under Items 5 and 7 dated September 3, 2003, reporting information identical to Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Financial Statements and Supplemental Data as the Company previously filed in its Annual Report on Form 10-K for the year ended December 31, 2002, except that such information was updated to the extent required to reflect the effects of the new reportable segments described in the Form 10-Q filed on July 22, 2003.

 

The Company filed a report on Form 8-K under Item 5 dated September 18, 2003, announcing that Kim M. Robak, Vice President for External Affairs and Corporation Secretary at the University of Nebraska, was named to serve on the Company’s Board of Directors.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       

Fiserv, Inc.

       
       

(Registrant)

 

 

Date   October 21, 2003  

by

 

/s/ Kenneth R. Jensen        


           

KENNETH R. JENSEN

Senior Executive Vice President, Chief

Financial Officer, Treasurer and Assistant

Secretary

 

 

 

9


EXHIBIT INDEX

 

Exhibit

Number


  

Exhibit Description


31.1    Certification of the Chief Executive Officer, dated October 21, 2003
31.2    Certification of the Chief Financial Officer, dated October 21, 2003
32.1    Written Statement of the Chief Executive Officer, dated October 21, 2003
32.2    Written Statement of the Chief Financial Officer, dated October 21, 2003
Certification of the Chief Executive Officer, dated October 21, 2003

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Leslie M. Muma, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Fiserv, Inc.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that ccurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  

October 21, 2003

      By:   /s/ Leslie M. Muma
             
               

LESLIE M. MUMA

                            President and Chief Executive Officer

Certification of the Chief Financial Officer, dated October 21, 2003

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Kenneth R. Jensen, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Fiserv, Inc.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date    October 21, 2003       by  

/s/ Kenneth R. Jensen  

         
               

KENNETH R. JENSEN

Senior Executive Vice President, Chief

Financial Officer, Treasurer and Assistant

               

Secretary

                 

 

Written Statement of the Chief Executive Officer, dated October 21, 2003

EXHIBIT 32.1

 

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350

 

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned President and Chief Executive Officer of Fiserv, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

by   /s/ Leslie M. Muma
 
    LESLIE M. MUMA
    October 21, 2003
Written Statement of the Chief Financial Officer, dated October 21, 2003

EXHIBIT 32.2

 

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

 

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Fiserv, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

by   /s/ Kenneth R. Jensen
 
    KENNETH R. JENSEN
    October 21, 2003