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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, 2002
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 (I. R. S. Employer
incorporation or organization) 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 ( )
As of October 14, 2002, there were 191,349,000 shares of common stock, $.01 par
value, of the Registrant outstanding.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FISERV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-------------------------- --------------------------
Revenues:
Processing and services $ 563,663 $ 476,102 $ 1,686,519 $ 1,419,620
Customer reimbursements 72,009 63,129 213,507 190,886
-------------------------- --------------------------
Total revenues 635,672 539,231 1,900,026 1,610,506
Cost of revenues:
Salaries, commissions and payroll
related costs 269,239 231,341 808,477 684,192
Customer reimbursement expenses 72,009 63,129 213,507 190,886
Data processing costs and equipment rentals 39,275 38,067 120,048 108,618
Other operating expenses 119,171 89,042 353,197 279,442
Depreciation and amortization 26,155 28,437 75,595 83,169
-------------------------- --------------------------
Total cost of revenues 525,849 450,016 1,570,824 1,346,307
-------------------------- --------------------------
Operating income 109,823 89,215 329,202 264,199
Interest expense - net (1,804) (2,501) (6,669) (9,555)
Realized gain from sale of investment 426 1,000 1,908 4,327
-------------------------- --------------------------
Income before income taxes 108,445 87,714 324,441 258,971
Income tax provision 42,294 35,085 126,532 103,588
-------------------------- --------------------------
Net income $ 66,151 $ 52,629 $ 197,909 $ 155,383
========================== ==========================
Net income per share:
Basic $ 0.34 $ 0.28 $ 1.03 $ 0.83
========================== ==========================
Diluted $ 0.34 $ 0.27 $ 1.01 $ 0.81
========================== ==========================
Shares used in computing net income per share:
Basic 192,048 186,944 191,379 186,555
========================== ==========================
Diluted 195,025 191,541 195,217 191,214
========================== ==========================
See notes to condensed consolidated financial statements.
2
FISERV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, December 31,
2002 2001
------------- ------------
ASSETS
Cash and cash equivalents $ 217,969 $ 136,088
Accounts receivable-net 287,576 311,217
Securities processing receivables 1,425,890 1,427,051
Prepaid expenses and other assets 105,128 108,003
Investments 2,053,070 1,885,063
Property and equipment-net 265,943 247,748
Intangible assets-net 1,310,255 1,207,072
------------- ------------
Total $ 5,665,831 $ 5,322,242
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 85,287 $ 83,303
Securities processing payables 1,207,719 1,289,479
Short-term borrowings 186,190 112,800
Accrued expenses 256,693 241,904
Accrued income taxes 26,818 15,373
Deferred revenues 151,485 171,101
Customer funds held and retirement account deposits 1,677,444 1,420,956
Deferred income taxes 44,156 39,407
Long-term debt 260,734 343,093
------------- ------------
Total liabilities 3,896,526 3,717,416
------------- ------------
Shareholders' equity:
Common stock issued, 192,439,000 and 190,281,000
shares, respectively 1,924 1,903
Additional paid-in capital 601,429 564,959
Accumulated other comprehensive income 30,287 76,216
Accumulated earnings 1,159,657 961,748
Treasury stock, at cost, 745,000 shares in 2002 (23,992) -
------------- ------------
Total shareholders' equity 1,769,305 1,604,826
------------- ------------
Total $ 5,665,831 $ 5,322,242
============= ============
See notes to condensed consolidated financial statements.
3
FISERV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2002 2001
-----------------------
Cash flows from operating activities:
Net income $ 197,909 $ 155,383
Adjustments to reconcile net income to net cash provided
by operating activities:
Realized gain from sale of investment (1,908) (4,327)
Deferred income taxes 23,059 12,937
Depreciation and amortization 75,595 83,169
Amortization of internally generated computer software for external customers 27,800 24,879
-----------------------
322,455 272,041
Changes in assets and liabilities, net of effects from
acquisitions of businesses:
Accounts receivable 22,357 (12,775)
Prepaid expenses and other assets 711 (2,590)
Accounts payable and accrued expenses 6,455 (4,638)
Deferred revenues (20,915) (16,774)
Accrued income taxes 41,466 49,144
Securities processing receivables and payables - net (80,599) 3,534
-----------------------
Net cash provided by operating activities 291,930 287,942
-----------------------
Cash flows from investing activities:
Capital expenditures (75,285) (46,587)
Capitalization of internally generated computer software for
external customers (30,880) (25,095)
Payment for acquisitions of businesses, net of cash acquired (103,739) (141,230)
Investments (227,241) (191,344)
-----------------------
Net cash used in investing activities (437,145) (404,256)
-----------------------
Cash flows from financing activities:
Proceeds from short-term borrowings - net 73,904 109,775
Repayment of long-term debt - net (82,517) (86,209)
Issuance of common stock 7,491 12,904
Purchases of treasury stock (23,992) -
Customer funds held and retirement account deposits 252,210 73,739
-----------------------
Net cash provided by financing activities 227,096 110,209
-----------------------
Change in cash and cash equivalents 81,881 (6,105)
Beginning balance 136,088 98,856
-----------------------
Ending balance $ 217,969 $ 92,751
=======================
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, 2002 and 2001 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such
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 2002 presentation.
2. Intangible Assets
On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS
No. 142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead be tested for impairment at least
annually. Accordingly, effective January 1, 2002, the Company discontinued the
amortization of goodwill. The Company completed its transitional impairment test
for goodwill and intangible assets with indefinite lives and determined that no
impairment exists. Pro forma net income and net income per share for the three
month and nine month periods ended September 30, 2001, adjusted to eliminate
historical amortization of goodwill and related tax effects, are as follows:
Three Nine
Months Ended Months Ended
September 30, 2001 September 30, 2001
------------------ ------------------
(In thousands)
Reported net income $ 52,629 $155,383
Add: goodwill amortization, net of tax 4,616 13,815
---------- --------
Pro forma net income $ 57,245 $169,198
========== ========
Reported net income per share:
Basic $ 0.28 $ 0.83
Diluted $ 0.27 $ 0.81
Pro forma net income per share:
Basic $ 0.31 $ 0.91
Diluted $ 0.30 $ 0.88
At September 30, 2002, intangible assets were comprised of the following (in
thousands):
Software $ 378,828
Customer base/contract rights 130,640
Trademarks 22,642
----------
532,110
Less accumulated amortization (309,843)
----------
Other intangible assets - net 222,267
Goodwill - net 1,087,988
----------
Total $1,310,255
==========
Software includes both internally generated computer software for external
customers and software acquired in conjunction with acquisitions.
The changes in the carrying amount of goodwill by business segment for the nine
months ended September 30, 2002 are as follows:
Financial Institution
Outsourcing, Securities Processing
Systems and Services and Trust Services All Other Total
--------------------- --------------------- ---------- -----------
(In thousands)
Balance, January 1, 2002 $ 884,417 $ 107,887 $ 29,830 $ 1,022,134
Goodwill additions 25,197 37,920 2,737 65,854
----------- ---------- --------- -----------
Balance, September 30, 2002 $ 909,614 $ 145,807 $ 32,567 $ 1,087,988
=========== ========== ========= ===========
5
3. Accounting Change
Effective January 1, 2002, the Company adopted Emerging Issues Task Force Issue
No. 01-14, "Income Statement Characterization of Reimbursements Received for
`Out of Pocket' Expenses Incurred ("Issue No. 01-14")," which requires that
customer reimbursements received for direct costs paid to third parties and
related expenses be characterized as revenue. Comparative financial statements
for prior periods have been reclassified to provide consistent presentation. The
Company has presented customer reimbursement revenue and expenses of $72.0
million and $63.1 million for the three months ended September 30, 2002 and
2001, respectively, and $213.5 million and $190.9 million for the nine months
ended September 30, 2002 and 2001, respectively, in accordance with Issue No.
01-14. Customer reimbursements represent direct costs paid to third parties
primarily for postage and data communication costs. In addition, processing and
services revenues and salaries/data processing expenses were increased by $9.7
million and $8.9 million for the three months ended September 30, 2002 and 2001,
respectively, and $28.4 million and $25.9 million for the nine months ended
September 30, 2002 and 2001, respectively. The adoption of Issue No. 01-14 did
not impact the Company's financial position, operating income or net income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
The following table sets forth, for the periods indicated, the relative
percentage which certain items in the Company's consolidated statements of
income bear to revenues. This table and the following discussion exclude the
revenues and expenses associated with customer reimbursements as discussed in
Note 3.
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-------------------------------------------------------------
(Percent of Revenues)
Revenues 100.0% 100.0% 100.0% 100.0%
-------------------------------------------------------------
Salaries and related costs 47.8 48.6 47.9 48.2
Data processing costs 7.0 8.0 7.1 7.6
Other operating expenses 21.1 18.7 21.0 19.7
Depreciation and amortization 4.6 6.0 4.5 5.9
----------------------------- -----------------------------
Total cost of revenues 80.5 81.3 80.5 81.4
----------------------------- -----------------------------
Operating income 19.5 18.7 19.5 18.6
============================= =============================
Processing and Services Revenues
Processing and services revenues increased $87.6 million, or 18.4%, from $476.1
million in the third quarter of 2001 to $563.7 million in the current third
quarter, and $266.9 million, or 18.8%, from $1,419.6 million in the first nine
months of 2001 to $1,686.5 million in the comparable current period. Revenue
growth was derived from sales to new clients, existing client growth,
cross-sales to existing clients, price increases and revenues from acquired
companies. The year-to-date internal revenue growth rate (excluding a business
disposition and a $12.0 million customer termination fee in 2001) was
approximately 5%. Year-to-date total revenue growth was positively impacted by
strong revenue growth of $296.0 million in the Financial institution
outsourcing, systems and services segment (which included a decrease in European
revenue of $27.3 million for the Company's international banking system
primarily related to reduced customer spending on professional services). In
addition, year-to-date total revenue growth was negatively impacted by a decline
in revenues of $23.8 million (excluding a $12.0 million customer termination fee
in 2001) in the Securities processing and trust services segment due to
continued weakness in the United States retail financial markets.
Cost of Revenues
Cost of revenues increased 17.3% from $386.9 million in the third quarter of
2001 to $453.8 million in the current third quarter, and 17.5% from $1,155.4
million in the first nine months of 2001 to $1,357.3 million in the first nine
months of 2002. The make up of cost of revenues has been affected by business
acquisitions and changes in the mix of the Company's business.
Depreciation and Amortization
Depreciation and amortization decreased $2.3 million from $28.4 million in the
third quarter of 2001 to $26.2 million in the current third quarter, and $7.6
million from $83.2 million in the first nine months of 2001 to $75.6 million in
the first nine months of 2002. The decrease was primarily attributable to the
adoption of SFAS No. 142 that resulted in a reduction of goodwill amortization
expense of approximately $18.0 million for the first nine months of 2002, offset
primarily by incremental depreciation expense from capital expenditures.
Operating Income
Operating income increased 23.1% from $89.2 million in the third quarter of 2001
to $109.8 million in the current third quarter, and increased 24.6% from $264.2
million in the first nine months of 2001 to $329.2 million in the first nine
months of 2002.
6
Realized Gain from Sale of Investment
During the first nine months of 2002 and 2001, the Company recorded a pre-tax
realized gain from sale of investment of $1.9 million and $4.3 million,
respectively.
Income Tax Provision
The effective income tax rate was 39% in 2002 and 40% in 2001. The effective
income tax rate for 2002 has declined from 2001 due to the impact of adopting
SFAS No. 142.
Net Income
Net income for the third quarter increased 25.7% from $52.6 million in 2001 to
$66.2 million in 2002. Net income for the first nine months increased 27.4% from
$155.4 million in 2001 to $197.9 million in 2002. Net income per share-diluted
(excluding realized gain from sale of investment) for the third quarter was $.34
in 2002 compared to $.27 in 2001. Net income per share-diluted (excluding
realized gain from sale of investment) for the first nine months of 2002 was
$1.01 compared to $.80 in the comparable 2001 period. The impact of adopting
SFAS No. 142 would have increased 2001 net income per share-diluted (excluding
realized gain from sale of investment) by approximately $.03 per share in the
third quarter and $.07 per share on a year-to-date basis due to the elimination
of goodwill amortization.
Business Segment Information
The Company is a leading independent provider of financial data processing
systems and related information management services and products to financial
institutions and other financial intermediaries. The Company's operations have
been classified into three business segments: Financial institution outsourcing,
systems and services; Securities processing and trust services; and All other
and corporate. Financial information for the nine months ended September 30,
2001 has been restated to reflect the transfer of one business unit representing
$10.7 million in revenue and $.8 million in operating income from the Securities
processing and trust services segment to the Financial institution outsourcing,
systems and services segment. Summarized financial information by business
segment has been restated and is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---------------------------------- -------------------------------
Processing and services revenues: (In thousands)
Financial institution outsourcing, systems
and services $482,145 $402,678 $1,450,909 $1,154,862
Securities processing and trust services 58,773 53,421 168,049 203,864
All other and corporate 22,745 20,003 67,561 60,894
------------ ------------- ------------- --------------
Total $563,663 $476,102 $1,686,519 $1,419,620
------------ ------------- ------------- --------------
Operating income:
Financial institution outsourcing, systems
and services $103,950 $83,800 $313,406 $242,510
Securities processing and trust services 7,922 7,370 21,412 27,295
All other and corporate (2,049) (1,955) (5,616) (5,606)
------------ ------------- ------------- --------------
Total $109,823 $89,215 $329,202 $264,199
------------ ------------- ------------- --------------
Processing and services revenues in the Financial institution outsourcing,
systems and services business segment increased from $402.7 million in the third
quarter of 2001 to $482.1 million in the current third quarter, and increased
from $1,154.9 million in the first nine months of 2001 to $1,450.9 million in
the comparable current period. Operating income in the Financial institution
outsourcing, systems and services business segment increased from $83.8 million
in the third quarter of 2001 to $104.0 million in the current third quarter and
increased from $242.5 million in the first nine months of 2001 to $313.4 million
in the first nine months of 2002. Year-to-date operating income was positively
impacted in 2002 by the elimination of goodwill amortization of approximately
$15.0 million.
Processing and services revenues in the Securities processing and trust services
business segment increased from $53.4 million in the third quarter of 2001 to
$58.8 million in the current third quarter, and decreased from $203.9 million in
the first nine months of 2001 to $168.0 million in the comparable current
period. The year-to-date revenue decrease in 2002 was primarily related to lower
transaction volumes in the Securities processing and trust services segment due
to prolonged weakness in the United States retail financial markets. Operating
income in this business segment increased from $7.4 million in the third quarter
of 2001 to $7.9 million in the current third quarter, and decreased from $27.3
million in the first nine months of 2001 to $21.4 million in the first nine
months of 2002.
7
Liquidity and Capital Resources
The following table summarizes the Company's primary sources (uses) of funds
from operating activities for the nine months ended September 30, 2002 and 2001:
2002 2001
------------------------------
(In thousands)
Net cash provided by operating activities before changes
in securities processing receivables and payables $372,529 $284,408
Securities processing receivables and payables - net (80,599) 3,534
-----------------------------
Cash provided by operating activities 291,930 287,942
Proceeds from short-term borrowings - net 73,904 109,775
Repayment of long-term debt - net (82,517) (86,209)
-----------------------------
Total $283,317 $311,508
=============================
The Company has historically used a significant portion of its cash flow from
operations to fund acquisitions and capital expenditures with any remainder used
to reduce long-term debt or repurchase Company stock.
The Company's strategy includes the acquisition of complementary businesses
financed by a combination of internally generated funds and borrowings from the
Company's credit facilities. The Company believes that its cash flow from
operations together with other available sources of funds will be adequate to
meet its funding requirements. In the event that the Company makes significant
future acquisitions, however, it may raise funds through additional borrowings
or the issuance of securities.
In 1999, the Company's Board of Directors authorized the repurchase of up to
4,875,000 shares of the Company's common stock. Shares purchased under the
authorization will be made through open market transactions that may occur from
time to time as market conditions warrant. As of September 30, 2002,
approximately 2,026,000 shares remained available under the repurchase plan.
Critical Accounting Policies
The Company's condensed consolidated financial statements and accompanying notes
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company's management to make estimates, judgments, and assumptions
that affect reported amounts of assets, liabilities, revenues and expenses. The
Company continually evaluates the accounting policies and estimates it uses to
prepare the consolidated financial statements. The Company bases its estimates
on historical experience and assumptions believed to be reasonable under current
facts and circumstances. Actual amounts and results could differ from these
estimates made by management.
The Company has identified that its accounting policy regarding intangible
assets and goodwill is critical to the Company's results of operations and
financial position. The Company has reviewed the carrying value of goodwill and
other intangible assets in connection with the implementation of SFAS 142 by
comparing such amounts to their fair values. The Company determined that the
carrying amounts of goodwill and other intangible assets did not exceed their
respective fair values. The Company is required to perform this comparison at
least annually or more frequently if circumstances indicate possible impairment.
When determining fair value, the Company uses various assumptions, including
projections of future cash flows. Given the significance of goodwill and other
intangible balances, an adverse change to the fair value could result in an
impairment charge, which could be material to the Company's financial
statements.
The Company does not participate in, nor has it created, any off-balance sheet
special purpose entities or other off-balance sheet financing, other than
operating leases. In addition, the Company does not enter into any derivative
financial instruments for speculative purposes and uses derivative financial
instruments primarily for managing its exposure to changes in interest rates.
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 the Company's prior
filings with the Securities and Exchange Commission. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate.
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.
8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The Company's quantitative and qualitative disclosures about market risk are
incorporated by reference in Item 7A of the Company's Annual Report on Form 10-K
for the year ended December 31, 2001 and have not materially changed since that
report was filed.
ITEM 4. CONTROLS AND PROCEDURES
Management, under the supervision and, with the participation of the Company's
principal executive officer and principal financial officer, has evaluated the
Company's disclosure controls and procedures within 90 days prior to the filing
date of this report. Based upon that evaluation, the Company's principal
executive officer and principal financial officer have concluded that such
disclosure controls and procedures are adequate and effective. There have not
been any significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
management's evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has initiated legal action against E*TRADE Securities, Inc.
("E*TRADE") as the result of E*TRADE refusing to accept delivery of a bond (with
a carrying value of $27.0 million as of September 30, 2002) in violation of the
terms of a contract between E*TRADE and a subsidiary of the Company. The Company
intends to vigorously enforce its rights under the terms of its agreement with
E*TRADE and expects to prevail and recover the carrying value of the bond.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(99.1) Written Statement of the Chief Executive Officer, dated October 21, 2002
(99.2) Written Statement of the Chief Financial Officer, dated October 21, 2002
(b) Reports on Form 8-K
On July 30, 2002, the Company filed a report on Form 8-K under Item 5 pursuant
to Securities and Exchange Commission Order No. 4-460 requiring the filing of
sworn statements of the Company's principal executive officer and principal
financial officer pursuant to Section 21(a)(1) of the Securities Exchange Act of
1934.
On September 19, 2002, the Company filed a report on Form 8-K under Item 9
announcing that Norman J. Balthasar was named to the newly created position of
Senior Executive Vice President and Chief Operating Officer of the Company
effective October 1, 2002.
SIGNATURES
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, 2002 by /s/ Kenneth R. Jensen
---------------- -----------------------------------------------
KENNETH R. JENSEN
Senior Executive Vice President, Chief
Financial Officer, Treasurer and Assistant
Secretary
9
CERTIFICATIONS
I, Leslie M. Muma, President and Chief Executive Officer of Fiserv, Inc., a
Wisconsin corporation ("Fiserv"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fiserv;
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 officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: October 21, 2002 By: /s/ Leslie M. Muma
------------------ -------------------------------------------
LESLIE M. MUMA
President and Chief Executive Officer
10
I, Kenneth R. Jensen, Senior Executive Vice President and Chief Financial
Officer of Fiserv, Inc., a Wisconsin corporation ("Fiserv"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fiserv;
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 officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: October 21, 2002 by /s/ Kenneth R. Jensen
------------------ -----------------------------------------------
KENNETH R. JENSEN
Senior Executive Vice President, Chief
Financial Officer, Treasurer and Assistant
Secretary
11
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ----------- -------------------
99.1 Written Statement of the Chief Executive Officer, dated
October 21, 2002
99.2 Written Statement of the Chief Financial Officer, dated
October 21, 2002