Fiserv (FISV) 10-K risk factor changes: FY2022 vs FY2021

[added: 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.

The [added: ongoing COVID-19] pandemic [removed: has negatively impacted] and [removed: may continue] [added: the related government actions taken] to [removed: negatively impact, transaction volumes, create] [added: prevent the spread of COVID-19 have increased] economic uncertainty and financial market [removed: volatility, reduce economic activity, increase unemployment] [added: volatility] and [removed: cause] [added: caused] a decline in consumer and business confidence, and could [removed: in the future] further negatively impact the demand for our products and services, including merchant acquiring and payment processing.

Ultimately, the extent of the adverse impact of the COVID-19 pandemic on our business, results of operations, liquidity and financial condition will depend on, among other matters, the duration and intensity of the pandemic; the level of success of global vaccination efforts; governmental and private sector responses to the pandemic and the impact of such responses on us; and the impact of the pandemic on our employees, clients, vendors, supply chain, operations and sales, all of which are uncertain, difficult to predict and may remain prevalent for a significant period of time even after the pandemic [removed: subsides, including due to a continued or prolonged recession in the U.S. or other major economies.][added: subsides.]

[removed: - Disruption] [added: We may be negatively impacted by a disruption] to our supply chain [removed: and] [added: or] third-party delivery service providers, including [removed: if:] [added: if] the factories that manufacture our point-of-sale devices, payment cards or computer chips for payment cards, or paper stock are temporarily closed or experience workforce shortages; shipping services are interrupted or delayed; there are increased lead times, shortages or higher costs for certain materials and components; or there are workforce shortages at our [removed: or] third-party customer support, software development or technology hosting [removed: facilities;][added: facilities.]

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 [removed: business] [added: products and] services or create new [removed: payment] [added: products and] services that compete with [removed: our services.][added: ours.]

The markets for our products and services are characterized by constant and rapid technological change, [added: evolving industry standards,] frequent introduction of new products and services, and increasing client expectations.

Our ability to [removed: enhance] [added: respond timely to these changes, including by enhancing] our current products and services and [removed: to develop] [added: developing] and [removed: introduce innovative] [added: introducing new] products and [removed: services] [added: services,] will significantly affect our future success.

In addition, the success of certain of our products and services rely, in part, on financial institutions, [removed: corporate] [added: business partners] and other third parties [removed: to promote] [added: promoting] the use of [added: or distributing] our products and [removed: services by their customers.][added: services.]

[removed: If we are unsuccessful in offering products or services that gain market acceptance and compete effectively, or if third parties] insufficiently promote [added: or distribute] our products and services, it would likely have a material adverse effect on our ability to retain existing clients, to attract new ones and to grow profitably.

If we are unable to renew [removed: client] contracts [removed: at] [added: on] favorable [removed: terms,] [added: terms or if contracts are terminated prematurely,] we could lose clients and our results of operations and financial condition may be adversely affected.

Further, our small merchant business clients may seek reduced fees due to pricing competition, their own financial [removed: condition,] [added: condition] or [removed: pressures] [added: pressure] from their customers.

[removed: On some occasions, these] [added: These] factors [added: could] result in lower revenue from a client than we had anticipated based on our [removed: previous] agreement with that client.

If we are not successful in achieving high [added: contract] renewal rates and favorable contract terms, [added: if contracts are terminated, or if we are prevented from performing work for these clients in the future,] our results of operations and financial condition may be materially and adversely affected.

[added: There can be no guarantee] that we will achieve growth in our merchant relationships, alliances or other distribution channels.

Any unauthorized access, intrusion, infiltration, network disruption, [added: 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.

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 [removed: the disruption caused by the COVID-19 pandemic given] increased online banking, e-commerce and other online activity.

Although we believe that we maintain a robust program of information security and controls and that none of the events that we have encountered to date have materially impacted us, we cannot be certain that the security measures and procedures we have in place to detect security incidents and protect sensitive data, including protection against unauthorized access and use by our employees, will be successful or sufficient to counter all current and emerging [removed: technological] risks and threats.

Operational failures and resulting interruptions in the [removed: implementation or] availability of our products or services could harm our business and reputation.

Our business depends heavily on the reliability of our [removed: processing and other] systems.

An operational failure [removed: and the resulting implementation delays or service] [added: that results in an] interruption [added: in the availability of our products and services] could harm our business or cause us to lose clients.

Events that could cause operational failures include, but are not limited to, hardware and software defects or malfunctions, [removed: computer] [added: ransomware,] denial-of-service [added: and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, pandemics, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events.]

[removed: A prolonged interruption of our services or network could cause us to experience data loss or a] reduction in revenue, and significantly impact our clients’ businesses and the customers they serve.

In addition, a significant [removed: implementation delay,] interruption of service or product recall could have a negative impact on our reputation and could cause our current and potential clients to choose another service provider.

As a provider of payments solutions and other financial services, clients, regulators and others may require [removed: specific] [added: enhanced] business continuity and disaster recovery plans including frequent testing of such plans.

In the event these third parties fail to provide these services adequately or in a timely manner, including as a result of errors in their systems or events beyond their control, or refuse to provide these services on terms acceptable to us or at all, and we are not able to find timely suitable alternatives, we may no longer be able to provide certain services to customers, which could expose us and our clients to information security, financial, compliance and reputational [removed: risks, among others, and have a material adverse effect on our results of operations and financial condition.][added: risks.]

[removed: In addition, if] [added: If] we are unable to renew our existing contracts with key vendors and service providers, we might not be able to replace the related product or service at all or at the same [removed: cost, which would negatively impact our results of operations.][added: cost.]

We offer merchant acquiring, processing and issuing services outside of the U.S., including in the U.K., Germany, [added: Mexico, Uruguay,] Argentina, India and Brazil.

Our facilities outside of the U.S., and those of our suppliers and vendors, including manufacturing, customer support, software development and technology hosting facilities, are subject to risks, including natural disasters, public health crises, political crises, terrorism, [removed: war,] [added: war (such as the war in Ukraine),] political instability and other events [removed: outside of our or our suppliers’ control.]

Our business [added: has been and] may [added: continue to] be adversely impacted by U.S. and global market and economic conditions.

- [removed: declining economies,] [added: inflation,] foreign currency fluctuations, [removed: inflation,] [added: 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, [removed: such as cross-border travel patterns,] on which a significant portion of our revenues are dependent;

A [added: further] weakening in the economy or competition from other retailers could also force some retailers to close, resulting in exposure to potential credit losses and declines in transactions, and reduced earnings on transactions due to a potential shift to large discount merchants.

A prolonged poor economic [removed: environment] [added: environment, including a potential recession in the U.S. or other economies in which our business operates,] could result in significant decreases in demand by current and potential clients for our products and services and in the number and dollar amount of transactions we process or accounts we service, which could have a material adverse effect on our business, results of operations and financial condition.

In Europe, we are continuing to assess the implications of the [removed: United Kingdom] [added: U.K.] leaving the [removed: European Union] [added: E.U.] (“Brexit”).

These laws and regulations are subject to [removed: frequent] change, [removed: with] [added: and] new laws, regulations and interpretations [removed: thereof being implemented.][added: are regularly adopted.]

Our Money Network Financial, LLC subsidiary [removed: 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 [removed: Network.][added: Network because it is the program manager for various prepaid card programs.]

We [removed: also have] [added: operate] businesses that are subject to credit reporting and debt collection laws and regulations in the U.S. [removed: In addition,] [added: and] certain of our subsidiaries are subject [removed: to, among others,] [added: to] privacy, anti-money laundering, debt collection, and payment institution or electronic money licensing regulations outside the U.S.

We have implemented policies and training programs to [removed: discourage such practices;] [added: 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 [removed: laws.][added: laws and any noncompliance could subject us to fines, penalties and loss of business.]

The volume and complexity of [removed: these] [added: the] regulations [added: that impact our business, directly or indirectly,] will continue to increase our cost of doing business.

Failure to comply with these laws and regulations, or changes in the regulatory environment, including changing interpretations and the implementation of new, varying or more restrictive laws and regulations by federal, state, local or foreign governments, may [added: result in significant financial penalties, reputational harm, suspension or termination of our ability to provide certain services, or change or restrict the manner in which we currently conduct our business, all of which could have a material adverse impact on our business, results of operations and financial condition.]

[removed: The rules of Nacha and the card] networks are set by their respective boards, some of which are our competitors, and the card network rules may be influenced by card issuers, some of which offer competing transaction processing services.

If we are unsuccessful in developing, marketing and selling products or services that gain market acceptance, or if third parties

We also have contracts with U.S. federal, state and local governments.

The contracts with these clients may contain terms that are not typical for non-government clients, such as the right to terminate for convenience, the right to unilaterally modify or reduce work to be provided under the contract, significant or unlimited indemnification obligations and being subject to appropriation of funds for the government contract program.

In addition, if any of our government contracts were to be terminated for default, we could be suspended or debarred from contracting with that entity in the future, which could also provide other government clients the right to terminate.

A prolonged interruption of our services or network could cause us to experience data loss or a

outside of our or our suppliers’ control.

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.

The rules of Nacha and the card

Losses due to chargebacks, refunds or returns could have a material adverse effect on our business, results of operations and financial condition.

We may be liable if our merchants or other parties that have obligations to deliver goods or services to cardholders fail to satisfy their obligations.

These disputes could arise from fraud, misuse, unintentional use, settlement delay or failure, insufficiency of funds, returns, a failure to perform a service, or other reasons.

During 2022, interest rates increased significantly and interest rates may continue to increase or remain at higher than recent historical levels in the future.

If any of the following risks

In response to the COVID-19 pandemic, the governments of many countries, states, cities and other geographic regions have taken actions to prevent the spread of COVID-19, such as imposing travel restrictions and bans, quarantines, social distancing guidelines, shelter-in-place or lock-down orders and other similar limitations.

These measures have, among other matters, negatively impacted consumer and business spending and, as a result, our operating performance, primarily within our merchant acquiring and payment-related businesses, which earn transaction-based fees.

Additional factors that could negatively impact us include:

- Sustained increases in consumer chargebacks associated with processed transactions that merchant clients have submitted but have not fulfilled as an unprecedented number of merchants have been required to suspend or terminate their operations.

Merchants may be unable to fund these chargebacks, potentially resulting in losses to us;

- Government orders or other restrictions that limit or prohibit us from providing client-facing services from regular service locations, the failure of our business continuity plans, or supply chain issues that prevent us from meeting client service levels, any of which may increase the risk of failing to meet client contractual obligations that could cause loss of revenue, contractual penalties or potential legal disputes;

- Clients may require additional time to pay us or fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts.

If clients cease operations or file for bankruptcy protection, we may experience lower revenue and earnings and have greater exposure to future transaction declines; and

- The possibility of one or more clusters of COVID-19 cases occurring at our data, call, production or operations centers, affecting our employees or affecting the systems or employees of our clients or other third parties on which we depend.

The COVID-19 pandemic has caused us to modify our business practices, including restricting travel, limiting non-essential visitors to our facilities, disinfecting facilities, providing onsite testing and personal protective equipment to employees, establishing a variety of safety protocols at facilities and requiring U.S. employees to be fully vaccinated unless they have an approved medical, religious, or state exemption.

We expect to continue such safety measures for the foreseeable future and may take further actions, or adapt these existing policies, as government authorities may require or recommend or as we may determine to be in the best interest of our employees, clients and vendors.

Such measures may impact our productivity or effectiveness, and there is no certainty that such measures will be sufficient to mitigate the risks posed by the COVID-19 pandemic.

We may not be successful in developing, marketing or selling new products and services that meet these demands or achieve market acceptance.

We must anticipate and respond to these changes in order to remain competitive within our relevant markets.

For example, our ability to provide innovative point-of-sale technology to our merchant clients could have an impact on our merchant acquiring business, and new services and technologies that we develop may be impacted by industry-wide solutions and standards related to tokenization or other safety, fraud prevention and security technologies.

If we are unable to anticipate or respond to technological changes or evolving industry standards on a timely basis, our ability to remain competitive could be materially adversely affected.

There can be no guarantee

and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, pandemics, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events.

In response to the COVID-19 pandemic, federal, state, local and foreign governments issued emergency orders and a significant number of new laws and regulations in a short period of time.

These actions have impacted our current operations, including with respect to collection and consumer credit reporting activities, and we have experienced an increased volume of client support requests because many of the new laws impact our clients.

We have been required to expend additional resources and incur additional costs to address regulatory requirements applicable to us or our clients, and there could be additional government initiatives to reduce or eliminate payments, costs or fees to merchants, or fees or other sources of revenue to financial institutions, all of which could adversely impact our business and results of operations.

result in significant financial penalties, reputational harm, suspension or termination of our ability to provide certain services, or change or restrict the manner in which we currently conduct our business, all of which could have a material adverse impact on our business, results of operations and financial condition.

following the U.K.’s exit from the E.U. Single Market and Customs Union.

Board could cause us to adjust current estimates in future periods, which could impact our earnings and have an adverse effect on our results of operations and cash flow.

Our merchants may be unable to satisfy obligations for which we may also be liable.

We are subject to the risk of our merchants being unable to satisfy obligations for which we may also be liable.

responsibilities, would increase our chargeback liability or expose us to fines or other liabilities.

support the payment of interest; limit our flexibility in planning for, or reacting to, changes in our business and our industry; and increase our vulnerability to adverse changes in general economic and industry conditions.

New Omaha Holdings L.P. may sell a substantial amount of our common stock as certain restrictions on sales expire, and these sales could cause the price of our common stock to fall.

New Omaha Holdings L.P. (“New Omaha”) owns approximately 7.5% of our outstanding shares.

New Omaha may sell its shares subject to certain limitations contained in the shareholder agreement between us and New Omaha.

Under a registration rights agreement entered into in connection with the acquisition, we have granted New Omaha registration rights, which permit, among others, underwritten offerings.

The registration rights agreement will terminate when the aggregate ownership percentage of the issued and outstanding shares of our common stock held by New Omaha and its affiliate transferees falls below 2% and such shares may be freely sold without restrictions.

New Omaha may have influence over us and its interests may conflict with other shareholders.

New Omaha owns approximately 7.5% of our issued and outstanding shares and is our largest shareholder.

Under the shareholder agreement between us and New Omaha, New Omaha may designate a director to serve on our board of directors in accordance with the terms thereof until the aggregate ownership percentage of our issued and outstanding shares of common stock held by New Omaha and its affiliate transferees first falls below 5%.

The shareholder agreement will terminate when the aggregate ownership percentage of our outstanding shares held by New Omaha and certain of its affiliates falls below 3%.

Although there are various restrictions on New Omaha’s ability to take certain actions with respect to us and our shareholders (including certain standstill provisions for so long as New Omaha’s aggregate ownership percentage of the issued and outstanding shares of our common stock remains at or above 5%), New Omaha may seek to influence, and may be able to influence, us through its appointment of a director to our board of directors and its share ownership.

This section contains background information on our company and the [removed: services and] products [added: 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.

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, [removed: 2021] [added: 2022] to the results for the year ended December 31, [removed: 2020.][added: 2021.]

[removed: Discussion] [added: Information and discussion] of results [removed: for the year ended December 31, 2020 compared] [added: pertaining] to the [removed: results for the] year ended December 31, [removed: 2019] [added: 2020] not included herein can be found in Part II, “Item 7.

[removed: Management's] [added: *Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations*”] of our Annual Report on Form 10-K for fiscal year [removed: 2020,] [added: 2021,] filed with the Securities and Exchange Commission on February [removed: 26, 2021.][added: 24, 2022.]

This section provides an analysis of our cash flows and a discussion of our outstanding debt and commitments at December 31, [removed: 2021.][added: 2022.]

We serve clients around the globe, including merchants, banks, credit unions, other financial [removed: institutions,] [added: institutions] and corporate clients.

The [added: businesses in our] Acceptance segment [removed: provides] [added: provide] a wide range of commerce-enabling solutions [removed: to] [added: and serve] merchants of all sizes [removed: and types] around the world.

These solutions include POS merchant acquiring and digital commerce services; mobile payment services; security and fraud protection [removed: products and services; CaratSM, our omnichannel commerce solution;] [added: products;] Clover, our cloud-based POS and [removed: business management platform, which includes a marketplace] [added: integrated commerce operating system] for [removed: proprietary] [added: small] and [removed: third-party business applications;] [added: mid-sized businesses (“SMBs”)] and [removed: Clover Connect, our] independent software [removed: vendor (“ISV”) platform.][added: vendors (“ISVs”); and CaratSM, our integrated operating system for large businesses.]

The [added: businesses in our] Fintech segment [removed: provides] [added: provide] financial institutions around the world with technology solutions [added: they need to run their operations, including products and services] that enable [removed: them] [added: financial institutions] to process customer deposit and loan accounts and manage [added: an institution’s] general ledger and central information [removed: files, as well as other products and services that support numerous types of financial transactions such as digital banking, financial and risk management, professional services and consulting, and item processing and source capture services.][added: files.]

[removed: Our] [added: Certain of the] businesses in [removed: this] [added: the Fintech] segment [removed: also] provide products [removed: and] [added: or] services to corporate clients to facilitate the management of financial processes and transactions.

[removed: The Payments segment primarily provides financial institutions and corporate clients with the products and services required to process digital payment transactions, including] [added: This includes] card transactions such as debit, credit and prepaid card processing and [removed: services,] [added: services;] a range of network services, security and fraud protection [removed: products,] [added: products; and] card production and print services.

In addition, [removed: our businesses in this] [added: the Payments] segment [added: businesses] offer non-card digital payment software and services, including bill payment, account-to-account transfers, person-to-person payments, electronic billing, and security and fraud protection products.

The majority of our revenue is generated from recurring account- and transaction-based fees under multi-year contracts [removed: with] [added: that generally have] high renewal rates.

Corporate and Other supports the reportable segments described above, and consists of amortization of acquisition-related intangible assets, unallocated corporate expenses and other activities that are not considered when we evaluate segment performance, such as gains or losses on sales of [removed: businesses] [added: businesses, certain assets] or [removed: investments,] [added: investments;] costs associated with acquisition and divestiture [removed: activity,] [added: activity; certain services revenue associated with various dispositions;] and our Output Solutions postage reimbursements.

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 [removed: scale;] [added: scale that enables competition and operational efficiency;] or similar considerations.

On November 15, 2021, we acquired a remaining ownership interest in NetPay Solutions Group (“NetPay”), a multi-channel payment service provider offering a range of [removed: capabilities around] onboarding, customer lifecycle, risk [removed: management,] [added: management] and settlement [added: capabilities] to businesses of all sizes.

We previously [removed: held] [added: maintained] a noncontrolling [removed: equity] interest in [removed: NetPay,] [added: Tegra118, LLC (“Tegra118”)] which was accounted for under the equity method.

On October 1, 2021, we acquired Integrity Payments, LLC (“AIP”), [removed: a business] [added: an ISO] that promotes payment processing services for merchants and is included within the Acceptance segment.

SpendLabs is included within the Payments segment and [removed: further] expands our digital capabilities across mobile and desktop devices for small and mid-sized businesses.

On May 4, 2021, we acquired Pineapple Payments Holdings, LLC (“Pineapple Payments”), an [removed: independent sales organization (“ISO”)] [added: ISO] that provides payment processing, proprietary [removed: technology,] [added: technology] and payment acceptance solutions for merchants.

On March 1, 2021, we acquired Radius8, Inc. (“Radius8”), a [added: technology] provider [removed: of a platform] that uses consumer location and other information to drive incremental merchant transactions.

On January 22, 2021, we acquired a remaining ownership interest in Ondot Systems, Inc. (“Ondot”), a [added: provider of card management and] digital experience [removed: platform provider for financial institutions.][added: technology.]

Ondot is included within the Payments segment and [removed: further] expands our digital capabilities, enhancing our suite of integrated payments, banking and merchant solutions.

We acquired these businesses for an aggregate purchase price of [removed: approximately] $882 million, net of $43 million of acquired [removed: cash and the fair value of our previously held equity interests of $36 million,] [added: cash,] and including earn-out provisions [removed: estimated] at an aggregate fair value of $34 million.

The results of operations for [removed: these] [added: the following] acquired [added: and divested] businesses are included in our consolidated results from the respective dates of [removed: acquisition.][added: acquisition and through the respective dates of disposition.]

[removed: MerchantPro] [added: NetPay] is included within the Acceptance segment and [removed: further] expands our merchant services business.

[removed: Inlet] [added: Yacaré] is included within the [removed: Payments] [added: Acceptance] segment and [removed: further] enhances our [removed: digital bill] [added: instant] payment [removed: strategy.][added: transaction capabilities.]

We acquired these businesses for an aggregate purchase price of [removed: $167] [added: approximately $994] million, net of [removed: $2] [added: $28] million of acquired cash, and including earn-out provisions estimated at a fair value of [removed: $45] [added: $6] million.

[removed: In February] [added: On April 1,] 2022, we [removed: entered into] [added: acquired] a [removed: definitive agreement to acquire the] remaining ownership interest in Finxact, Inc. (“Finxact”), a developer of cloud-native banking solutions powering digital transformation throughout [added: the] financial [removed: services, for approximately $650 million.][added: services sector.]

In connection with the transaction, we made an additional capital [removed: contribution] [added: contribution, funded under our revolving credit facility,] of $200 million into the combined entity [removed: and recognized a pre-tax gain of $28 million, with a related tax expense of $6] [added: and, in June 2021, we sold our entire ownership interest in InvestCloud for $466] million.

[removed: We aspire] [added: Our purpose is] to [removed: move money and information in a way that moves the world by delivering] [added: deliver] superior value for our clients through leading technology, targeted innovation and excellence in everything we do.

Our long-term priorities are to [removed: (i)] continue to build high-quality revenue while meeting our [removed: earnings goals; (ii) enhance] [added: financial commitments; deepen] client relationships with an emphasis on digital [added: channels] and payment solutions; [removed: (iii)] deliver innovation and integration [removed: which enables] [added: enabling] differentiated value for our clients; and [removed: (iv) deliver] [added: generate] integration [removed: value] [added: value, including cost and revenue synergies] from acquisitions.

The global payments landscape continues to evolve, with rapidly advancing technologies and a steady expansion of digital payments, e-commerce and [removed: innovation in] real-time payments infrastructure.

Because of this growth, competition also continues to [removed: evolve.][added: intensify.]

Business and consumer expectations continue to rise, with a focus on [removed: convenience] [added: speed, convenience, choice] and security.

The rapid growth in and globalization of mobile and e-commerce, driven by consumers’ desire for [removed: convenient and] [added: simpler, more] efficient shopping experiences, has created an opportunity for merchants to reach consumers [removed: in high-growth online and mobile settings,] [added: nearly anywhere, through any device,] which often requires a merchant acquiring provider to enable and optimize the acceptance of payments.

Merchants are demanding [removed: simple,] [added: simpler,] integrated and [removed: modern POS] [added: flexible] systems to [added: accept payments and] help manage their everyday business operations.

When combined with the ever-increasing ways a consumer can pay for goods and services, merchants have sought modern [removed: POS] systems to streamline [removed: this] [added: the] complexity.

Furthermore, merchants can now search, discover, compare, purchase and even install a new [removed: POS] system through direct, digital-only experiences.

This direct, digital-only channel is [removed: quickly becoming] a source of new merchant acquisition opportunities, especially with respect to smaller merchants.

This section generally discusses information and results pertaining to the years ended December 31, 2022 and 2021.

We distribute the products and services in the Acceptance segment businesses 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, and referral agreements.

Merchants, financial institutions and distribution partners in the Acceptance segment are frequently clients of our other segments.

As a complement to the core account processing functionality, the Fintech segment businesses also provide digital banking, financial and risk management, professional services and consulting, item processing and source capture, and other products and services that support numerous types of financial transactions.

Many of the products and services offered in the Fintech segment are integrated with products and services provided by our other segments.

The businesses in the Payments segment provide financial institutions, corporate clients and the public sector with the products and services required to process digital payment transactions.

Clients of the Payments segment businesses reflect a wide range of industries around the world, including merchants, distribution partners and financial institution customers in our other segments.

On December 29, 2022, we acquired OrangeData S.A. (“Yacaré”), an Argentina-based payment service provider that enables customers to transact at merchant locations using QR codes.

On December 20, 2022, we acquired Merchant One, Inc. (“Merchant One”), an independent sales organization (“ISO”) focused on acquiring merchants in the restaurant, retail and e-commerce industries using an innovative mix of direct and digital marketing strategies.

Merchant One is included within the Acceptance segment and enhances our merchant distribution and sales force channels.

On September 1, 2022, we acquired NexTable, Inc. (“NexTable”), a provider of cloud-based reservation and table management solutions for restaurants.

NexTable is included within the Acceptance segment and expands our end-to-end restaurant solutions.

On June 1, 2022, we acquired The LR2 Group, LLC (“City POS”), an ISO that promotes payment processing services and facilitates the sale of POS equipment for merchants.

City POS is included within the Acceptance segment and expands the reach of our merchant services business.

Finxact is included within the Fintech segment and advances our digital banking strategy, expanding our account processing, digital and payments solutions.

We acquired these businesses in 2022 for an aggregate purchase price of approximately $994 million, net of $28 million of acquired cash, and including earn-out provisions estimated at a fair value of $6 million.

On October 17, 2022, we sold Fiserv Costa Rica, S.A. and our Systems Integration Services (“SIS”) operations, which provides information technology engineering services in the United States (“U.S.”) and India, to a single buyer.

Fiserv Costa Rica, S.A. and SIS were reported primarily within our Fintech segment.

On September 30, 2022, we sold our Korea operations, which were reported within our Acceptance segment.

We sold these operations for total consideration of $99 million and recognized an aggregate net pre-tax loss on the sales of $83 million.

These divestitures were the result of a strategic review of our business portfolio.

We mutually agreed with a minority partner to terminate one of our merchant alliance joint ventures effective March 2022.

In conjunction with such termination, the joint venture minority partner elected to exercise its option to purchase certain merchant contracts of the joint venture for $175 million, resulting in the recognition of a pre-tax gain of $137 million.

We aspire to move money and information in a way that moves the world.

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.

*Financial Institutions and Other Financial Technology Providers*

Global macroeconomic conditions, including fluctuations in foreign currency exchange rates, inflation, disruptions in the global supply chain, the effects of the ongoing conflict between Russia and Ukraine, the continuing impact of the coronavirus (“COVID-19”) pandemic, and regulations restricting trade or that impact our ability to offer products or services, could have a material adverse effect on our business, results of operations and financial condition.

For discussion of risks related to potential impacts of supply chain, geopolitical and macroeconomic challenges on our business, results of operations and financial condition, see “Item 1A.

Risk Factors.”

other events specific to our reporting units.

Additionally, a significant change in a merchant alliance business relationship or operating performance could result in a material goodwill impairment charge.

Additional information regarding our intangible assets is included in Note 6 to the consolidated financial statements.

| Product | | | 3,277 | | | | | | 2,919 | | | | | | | | | | | | 18.5 | | % | | | | 18.0 | | % | | | | | | | | | | 358 | | | | | | 12 | | % | | | | | | | | | | | | |

| Net gain on sale of businesses and other assets | | | (54) | | | | | | — | | | | | | | | | | | | (0.3) | | % | | | | — | | % | | | | | | | | | | 54 | | | | | | n/m | | | | | | | | | | | | | | |

| 2022 | | | $ | 7,292 | | | | | | | | $ | 3,170 | | | | | | | | $ | 6,262 | | | | | | | | $ | 1,013 | | | | | | | | $ | 17,737 | | | | |

| Revenue growth | | | $ | 813 | | | | | | | | $ | 148 | | | | | | | | $ | 429 | | | | | | | | $ | 121 | | | | | | | | $ | 1,511 | | | | |

| 2022 | | | $ | 2,321 | | | | | | | | $ | 1,157 | | | | | | | | $ | 2,823 | | | | | | | | $ | (2,561) | | | | | | | | $ | 3,740 | | | | |

| Operating income growth | | | $ | 325 | | | | | | | | $ | 76 | | | | | | | | $ | 266 | | | | | | | | $ | 785 | | | | | | | | $ | 1,452 | | | | |

| 2022 | | | 31.8 | | % | | | | | | | 36.5 | | % | | | | | | | 45.1 | | % | | | | | | | | | | | | | | | | 21.1 | | % | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The consolidated financial statements include the financial results of First Data from the date of acquisition.

The businesses in the Acceptance segment are subject to a modest level of seasonality, with the first quarter generally experiencing the lowest level of revenue and the fourth quarter experiencing the highest level of revenue.

Corporate and Other also includes the historical results of our Investment Services business prior to the disposition of our controlling financial interest in February 2020, as well as certain transition services revenue associated with various dispositions.

NetPay is included within the Acceptance segment and further expands our ability to develop and deliver a wide range of customer-focused solutions and seamless payments experiences for our clients.

We previously held a noncontrolling equity interest in Ondot, which was accounted for at cost.

On March 2, 2020, we acquired MerchantPro Express LLC (“MerchantPro”), an ISO that provides processing services, POS equipment and merchant cash advances to businesses across the United States.

On March 18, 2020, we acquired Bypass Mobile, LLC (“Bypass”), an independent software vendor and innovator in enterprise POS systems for sports and entertainment venues, food service management providers and national restaurant chains.

Bypass is included within the Acceptance segment and further enhances our ability to help businesses deliver seamless physical and digital customer experiences.

On May 11, 2020, we acquired Inlet, LLC (“Inlet”), a provider of secure digital delivery solutions for enterprise and middle-market billers’ invoices and statements.

On July 29, 2019, we acquired First Data for a total purchase price of $46.5 billion by acquiring 100% of the First Data stock that was issued and outstanding as of the date of acquisition.

As a result of the acquisition, First Data stockholders received 286 million shares of common stock of Fiserv, Inc., at an exchange ratio of 0.303 shares of Fiserv, Inc. for each share of First Data common stock, with cash paid in lieu of fractional shares.

We also converted 15 million outstanding First Data equity awards into corresponding equity awards relating to common stock of Fiserv, Inc. in accordance with the exchange ratio.

In addition, concurrent with the closing of the acquisition, we made a cash payment of $16.4 billion to repay existing First Data debt.

We

funded the transaction-related expenses and the repayment of First Data debt through a combination of available cash on-hand, proceeds from the issuance of senior notes, and term loan and revolving credit facility borrowings.

The acquisition of First Data, included within the Acceptance and Payments segments, increases our footprint as a global payments and financial technology provider by expanding the portfolio of services provided to financial institutions, corporate and merchant clients and consumers.

We expect the acquisition to close in 2022, subject to customary approvals and closing conditions.

Upon closing of the acquisition, Finxact will be included within the Fintech segment.

We expect to recognize a gain on the remeasurement of our previously held equity interest to its fair value at the acquisition date.

Effective July 1, 2020, we and Bank of America (“BANA”) dissolved the Banc of America Merchant Services joint venture (“BAMS” or the “joint venture”), of which we maintained a 51% controlling ownership interest.

Upon dissolution of the joint venture’s operations, the joint venture transferred a proportionate share of value, primarily the client contracts, to each party via an agreed upon contractual separation.

The transfer of value to BANA was accounted for at fair value, resulting in the recognition of a pre-tax gain of $36 million, with a related tax expense of $13 million.

The remaining activities of the joint venture consist primarily of an orderly wind down of remaining BAMS assets and liabilities.

The revenues and expenses of the BAMS joint venture were consolidated into our financial results though the date of dissolution.

The business transferred to us continues to be operated and managed within our Acceptance segment.

We will continue to provide merchant processing and related services to former BAMS clients allocated to BANA, at BAMS pricing, through June 2023.

We will also provide processing and other support services to new BANA merchant clients pursuant to a five-year non-exclusive agreement which, after June 2023, will also apply to the former BAMS clients allocated to BANA.

In addition, both companies are entitled to certain transition services, at fair value, from each other through June 2023.

On February 18, 2020, we sold a 60% controlling interest of our Investment Services business, subsequently renamed as Tegra118, LLC (“Tegra118”), which is reported within Corporate and Other.

We received pre-tax proceeds of $578 million, net of related expenses, resulting in a pre-tax gain on the sale of $428 million, with a related tax expense of $112 million.

The revenues, expenses and cash flows of the Investment Services business were consolidated into our financial results through the date of the sale transaction, and is reported within Corporate and Other.

On February 2, 2021, Tegra118 completed a merger with a third party, resulting in a dilution of our ownership interest in the combined new entity, Wealthtech Holdings, LLC, which was subsequently renamed as InvestCloud Holdings, LLC (“InvestCloud”).

On June 30, 2021, we sold our entire ownership interest in InvestCloud for $466 million, resulting in a pre-tax gain of $33 million, with a related tax expense of $8 million.

We will continue to provide various technical and data center related services for defined periods under the terms of a pre-existing transition services agreement.

We achieve this through active portfolio management of our business, enhancing the overall value of our existing client relationships, improving operational effectiveness, being disciplined in our allocation of capital, and differentiating our products and services through innovation.

*Financial Institutions*

Examples of these solutions include electronic payments and delivery methods such as internet, mobile and tablet banking, sometimes referred to as “digital channels,” which enable financial institutions to offer their customers an industry-leading digital banking experience.

Since early 2020, the world has been, and continues to be, impacted by the coronavirus (“COVID-19”) pandemic.

The COVID-19 pandemic, and various measures imposed by the governments of many countries, states, cities and other geographic regions to prevent its spread, have, among other matters, negatively impacted consumer and business spending and, as a result, our operating performance, primarily within our merchant acquiring and payment-related businesses, which earn transaction-based fees.

We experienced a significant decrease in payments volume and transactions beginning in late March 2020 that negatively impacted our merchant acquiring and payment-related businesses as well as modest declines in other businesses.

[removed: We are exposed to] [added: Our senior management actively monitors] certain market [removed: risks,] [added: risks to which we are exposed,] primarily from fluctuations in interest rates and foreign currency exchange rates.

We had fixed- and variable-rate debt, excluding finance leases and other financing obligations, with varying maturities for an aggregate carrying amount of [removed: $17.7] [added: $16.8] billion and [removed: $2.9] [added: $4.0] billion, respectively, at December 31, [removed: 2021.][added: 2022.]

Our fixed-rate debt at December 31, [removed: 2021] [added: 2022] primarily consisted of fixed-rate senior notes with a fair value of [removed: $18.9] [added: $15.2] billion, based on matrix pricing which considers readily observable inputs of comparable securities.

Our variable-rate debt at December 31, [removed: 2021] [added: 2022] primarily consisted of outstanding [removed: borrowings on our revolving credit facility,] U.S. dollar and Euro commercial [removed: paper,] [added: paper and borrowings on our] variable rate term [removed: loan,] [added: loan and] foreign lines of [removed: credit and debt associated with the receivables securitization agreement.][added: credit.]

Based on our outstanding debt balances and interest rates at December 31, [removed: 2021,] [added: 2022,] a hypothetical 1% increase in market interest rates related to our variable-rate debt would increase annual interest expense by approximately [removed: $29] [added: $40] million.

This sensitivity analysis assumes the outstanding debt balances at December 31, [removed: 2021] [added: 2022] and the change in market interest rates is applicable for an entire year.

In connection with processing electronic payments transactions, [removed: we receive settlement] funds [removed: that] [added: received from subscribers] are invested into short-term, highly liquid investments from the time we collect the funds until payments are made to the applicable recipients.

During the year ended December 31, [removed: 2021,] [added: 2022,] the amount of such interest-related income was not material and, therefore, a hypothetical 1% decrease in market interest rates would not have a significant impact on such income.

This sensitivity analysis assumes the subscriber fund balances at December 31, [removed: 2021] [added: 2022] and the change in market interest rates is applicable for an entire year.

We manage the exposure to these risks through the use of foreign currency forward exchange [added: contracts, fixed-to-fixed cross-currency rate swap] contracts and non-derivative net investment hedges.

Approximately 14% [removed: and 13%] of our total revenue was generated outside the U.S in [removed: 2021] [added: each of 2022] and [removed: 2020, respectively.][added: 2021.]

| (In millions) | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| Argentine Peso | | | | | | | | | $ | [removed: 4] [added: 5] | | | | | $ | [removed: 3] [added: 4] | | | | | | | | | | | | | |

| Brazilian Real | | | | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 4] [added: 6] | | | | | | | | | | | | | | |

| British Pound | | | | | | | | | [removed: 5] [added: 1] | | | | | | [removed: 3] [added: 5] | | | | | | | | | | | | | | |

| Canadian Dollar | | | | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 1] [added: 4] | | | | | | | | | | | | | | |

| Euro | | | | | | | | | [removed: 16] [added: 7] | | | | | | [removed: 7] [added: 16] | | | | | | | | | | | | | | |

| Indian Rupee | | | | | | | | | [removed: 3] [added: 5] | | | | | | [removed: 2] [added: 3] | | | | | | | | | | | | | | |

| Other | | | | | | | | | [removed: 1] [added: —] | | | | | | [removed: 4] [added: 1] | | | | | | | | | | | | | | |

| Total increase or decrease | | | | | | | | | $ | [removed: 39] [added: 28] | | | | | $ | [removed: 24] [added: 39] | | | | | | | | | | | | | |

We [removed: have entered into] [added: maintain] foreign currency forward exchange contracts, [removed: which have been] designated as cash flow hedges, to hedge foreign currency exposure to [removed: our operating costs in India.][added: the Indian Rupee.]

At December 31, [removed: 2021,] [added: 2022,] the notional amount of these derivatives was [removed: approximately $341] [added: $346] million, with a [removed: positive] fair value of [removed: $6] [added: $(8)] million.

[removed: In addition, we] [added: We also] designated our [removed: foreign currency-denominated] [added: Euro- and British Pound-denominated] senior notes and Euro commercial paper notes as net investment hedges to [removed: reduce exposure to changes in the value] [added: hedge a portion] of our net [removed: investments] [added: investment] in certain [removed: foreign] subsidiaries [removed: due to changes in foreign currency exchange rates.][added: whose functional currencies are the Euro and British Pound.]

In order to limit our exposure to these risks, we may enter into derivative instruments with creditworthy institutions to hedge against changing interest rates and foreign currency rate fluctuations.

We currently utilize forward exchange contracts, fixed-to-fixed cross-currency rate swap contracts and other non-derivative hedging instruments to manage risk.

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.

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.

The remeasurement of monetary assets and liabilities resulted in foreign currency exchange losses of $52 million and $5 million during the years ended December 31, 2022 and 2021, respectively, primarily related to Argentina.

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 the Euro.

At December 31, 2022, aggregate notional cross-currency rate swaps of 400 million Euro were designated as net investment hedges.

Our senior management actively monitors these risks.

Refer to Item 1A in Part I of this Annual Report on Form 10-K for an additional discussion of risks and potential risks of the COVID-19 pandemic on our business.

We help clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale [added: (“POS”)] and business management platform.

Most of the [added: products and] services we provide are necessary for our clients to operate their businesses and are, therefore, non-discretionary in nature.

We [removed: service] [added: serve] our global client base by working among our geographic teams across various [removed: regions:] [added: regions, including] the United States and Canada; Europe, Middle East and Africa; Latin America; and Asia Pacific.

In [removed: 2021,] [added: 2022,] we had [removed: $16.2] [added: $17.7] billion in total revenue, [removed: $2.3] [added: $3.7] billion in operating income and [removed: $4.0] [added: $4.6] billion of net cash provided by operating [removed: activities from continuing operations.][added: activities.]

Processing and services revenue, which in [removed: 2021] [added: 2022] 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 millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Total revenue | | | | | | $ | [removed: 16,226] [added: 17,737] | | | | | $ | [removed: 14,852] [added: 16,226] | | | | | $ | [removed: 10,187] [added: 14,852] | |

| Domestic | | | | | | 86 | | % | | | | [removed: 87] [added: 86] | | % | | | | [removed: 88] [added: 87] | | % |

| International | | | | | | 14 | | % | | | | [removed: 13] [added: 14] | | % | | | | [removed: 12] [added: 13] | | % |

Acceptance solutions enable businesses to securely accept [removed: consumers’ electronic] payment transactions online or in-person.

Payment transactions include credit, debit, stored-value and loyalty [removed: payments, whether at] [added: payments online or through] a physical [removed: point-of-sale (“POS”) device, a] [added: POS or] mobile [removed: device] [added: device,] such as a smartphone or [removed: tablet, or an e-commerce transaction over the internet.][added: tablet.]

The services in this segment include POS merchant acquiring and digital commerce services; mobile payment services; security and fraud protection products; [removed: CaratSM, our omnichannel commerce ecosystem;] Clover, our cloud-based [removed: point-of-sale] [added: POS] and [removed: business management platform;] [added: integrated commerce operating system for small] and [removed: Clover Connect, our] [added: mid-sized businesses (“SMBs”) and] independent software [removed: vendor (“ISV”) platform.][added: vendors (“ISVs”); and Carat℠, our integrated operating system for large businesses.]

We distribute the products and services in the [removed: global] Acceptance [added: segment] businesses through a variety of channels, including direct sales teams, strategic partnerships with [removed: independent sales agents, independent] [added: agent] sales [removed: organizations (“ISOs”),] [added: forces,] ISVs, financial institutions, and other strategic partners in the form of joint venture alliances, revenue sharing alliances (“RSAs”), and referral agreements.

Carat is our [removed: global omnichannel commerce ecosystem] [added: integrated operating system for large businesses,] designed to enable [removed: large businesses] [added: clients] to accept more payments, engage more customers, and optimize commerce.

Through [removed: a single integration,] [added: this integrated operating system,] a variety of payment and commerce solutions can be accessed, including [removed: global] payment acceptance, payments optimization, [added: network routing, fraud detection, online electronic benefits transfers and digital payouts.]

[removed: By offering this] [added: This] wide variety of [removed: services,] [added: services enables] Carat [removed: helps] [added: 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.

[removed: The Clover platform includes hardware and software technology necessary] to [removed: 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.

By integrating next-generation hardware and [removed: software] [added: software-as-a-service (“SaaS”)] applications, Clover has [removed: also] become a leader in enabling omnichannel commerce solutions for [removed: SMBs,] [added: SMBs and ISVs,] with touchless commerce through QR code-based payments, online ordering solutions, [removed: or a] [added: and] virtual [removed: terminal.][added: terminals.]

[removed: Clover solutions] [added: We] also [removed: help] [added: offer] small business owners [removed: gain faster] [added: advance] access to capital through [removed: advanced access to receivables.][added: our Clover Capital cash advance program.]

Acceptance [added: segment] businesses distribute solutions and services through direct sales teams, as well as [removed: partnerships with hundreds of] indirect [removed: non-bank] sales [removed: forces, including independent] [added: channels, such as agent] sales [removed: agents, ISOs,] [added: forces,] ISVs, value-added resellers (“VARs”), and payment service providers (“PSPs”).

[removed: Partnerships with ISOs,] [added: We provide agent sales forces,] ISVs, VARs and PSPs [removed: provide] [added: with] specialized sales capabilities and integrated merchant technology solutions to [removed: support our partners,] help them grow their [removed: business] [added: businesses] and manage their portfolios.

We also provide marketing services, data analytics and other tools that enable partners to further expand their businesses through local communities, e-commerce [removed: channels,] [added: channels] and specific industry verticals.

In addition, the businesses in our Acceptance segment leverage powerful sales capabilities for [removed: hundreds of] financial institution and non-financial institution partners to distribute their products and solutions through strategic arrangements including joint venture alliances, [removed: RSAs,] [added: RSAs] and referral agreements.

As a complement to the core account processing functionality, the [removed: businesses in the global] Fintech segment [added: businesses] also provide digital banking, financial and risk management, professional services and consulting, item processing and source capture, and other products and services that support numerous types of financial transactions.

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 [removed: mobile, merchant and ATM.]

*Financial [removed: and] Risk Management Solutions*

Our Financial [removed: and] Risk Management Solutions [removed: business provides] products and services [removed: that] deliver operating efficiencies and management insight that enable our clients to protect, manage and grow their businesses.

Our Digital Efficiency solutions include [removed: Frontier™ (a reconciliation product),] Nautilus® (a content management [added: product), Frontier™ (a reconciliation] product) and Prologue™ Financials, which combines enterprise performance management and financial control offerings to deliver budgeting, planning, financial [removed: accounting,] [added: accounting] and automated reconciliation and account certification tools to our clients.

Clients may use our payment platform applications on a licensed or hosted basis, and as an add-on to existing [removed: legacy] technology or as a stand-alone comprehensive modern payments platform.

Our [added: Digital Solutions business includes Experience Digital (“XD”), our] principal [removed: digital] consumer and business digital banking [removed: platforms are AbilitiSM,] [added: platform, which includes our Abiliti℠,] Architect™, Corillian [removed: Online®,] [added: Online®] and [removed: Mobiliti™.][added: Mobiliti™ products.]

[removed: Each of these solutions allows] [added: XD is a cloud-based platform that enables] customers to [removed: complete] [added: perform] balance [removed: inquiries and] [added: inquiries,] view their transaction [removed: history,] [added: history] and [removed: enables] access [removed: to our digital ecosystem, including] electronic bill payments, person-to-person digital payments, [added: card services, account and loan originations,] funds transfer [removed: between accounts] and [removed: to other people, and] personal financial management tools.

[removed: The Originate family, including Deposit Director, Loan Director] [added: Our Originate℠ suite of products includes SecureNow™, Credit Sense℠] and [removed: Mortgage Director,] [added: LinkLive and] enables digital account opening and loan origination services [removed: supporting] [added: that support] multi-channel strategies for financial institutions.

[removed: This suite] [added: Originate] is designed to [removed: become] [added: be] a single point of origination that qualifies users across [removed: the] [added: a wide] range of digital opening and lending [removed: options.][added: opportunities.]

[removed: Our] SecureNow [removed: product] delivers real-time cybersecurity defense capability, integrating industry-leading controls into a single [removed: platform.][added: product.]

[removed: Our] Credit Sense [removed: solution] helps customers instantly access and monitor credit scores and enables digital marketing offers.

LinkLive is a [removed: unified,] cloud-based multimedia communications solution that includes video communication, online chat and secure messaging, enabling customer engagement and [removed: customer] servicing automation.

[removed: Each of these] [added: These] applications are pre-integrated with [removed: key Fiserv digital platforms, including Abiliti, Architect, Corillian, Mobiliti and other solutions,] [added: our XD platform] for rapid deployment to improve digital experiences.

The businesses in our Payments segment provide financial [removed: institutions and] [added: institutions,] corporate clients [removed: around] [added: and] the [removed: world] [added: public sector] with the products and services required to process digital payment transactions.

This includes card transactions such as debit, credit and prepaid card processing and services; a range of network [removed: services,] [added: services;] security and fraud protection products; [added: and] card production and print services.

In addition, the Payments segment businesses offer non-card digital payment software and services, including bill payment, account-to-account transfers, person-to-person payments, [added: real-time payments,] electronic billing, and security and fraud protection products.

On October 27, 2022, we announced that we plan to relocate our global headquarters location to Milwaukee, Wisconsin in 2023.

Clover is our cloud-based POS and integrated operating system for SMBs and ISVs designed to enable businesses to maximize operating effectiveness.

The Clover platform includes hardware and software technology necessary to enable SMB merchants

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.

All of these systems are available in the U.S., and the DNA and Signature platforms are also available globally.

In 2022, we acquired Finxact, Inc. (“Finxact”) to enhance our digital banking offerings.

mobile, merchant and ATM.

XD can be highly customized and integrated to multiple products and services, allowing clients to deploy new services quickly and efficiently to increase customer acquisition, engagement and insights.

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.

*Biller Solutions*

The FFIEC is a formal interagency body empowered to examine significant service providers to financial institutions.

The member agencies of the

These subsidiaries are subject to regulation and oversight in the jurisdictions in which they operate, and may be required to meet minimum capital maintenance requirements or other obligations.

There are numerous additional privacy laws and

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, fostering innovation, and promoting employee engagement, safety and well-being.

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 25,000 courses.

Internal mobility is our primary approach for filling open positions and fostering career advancement for our employees.

In an effort to further encourage internal mobility, we launched a global awareness campaign intended to create a sustainable internal talent pipeline while increasing associate retention, job satisfaction and personal and professional growth opportunities.

We have adopted a pay-for-performance philosophy that is designed to recognize performance and reward achievement of our strategic business objectives and financial results.

Total compensation consists of a competitive base pay and annual incentive opportunity delivered in a mix of cash and equity that is designed to promote retention and reward the attainment of defined performance goals.

We are committed to providing fair pay to our employees regardless of gender, race, ethnicity or any other protected characteristic, and we conduct periodic pay audits to track, measure and evaluate employee compensation.

In addition, throughout the year, we celebrate employee contributions and achievements through a peer-based global recognition program that enables recognition and financial rewards.

As of December 31, 2022, we had over 41,000 employees worldwide, approximately 41% of whom were female.

In the U.S., approximately 37% of our employees self-identified as racially/ethnically diverse.

We continue to focus on our efforts on supporting our community with several initiatives, including:

We value employee engagement and feedback.

Throughout the year, we engage with our employees through events such as lunch-and-learns, quarterly all-hands meetings, town halls, leadership meetings and other forums.

We encourage managers to meet regularly with their teams and encourage skip-level discussions.

We are committed to the safety of our workforce and maintain a global safety program that is designed to protect the safety and well-being of our employees in the workplace, minimize injury and accident frequency and severity, minimize loss to property, equipment and operational disruption, and enable greater associate satisfaction and productivity.

We are also committed to providing comprehensive and competitive benefits to our associates that are responsive to their physical, financial, social and emotional needs.

Our benefit offerings include a variety of medical and dental plan choices, mental health and counseling programs, caregiver support programs, enhanced family forming and planning resources, and paid time off.

Significantly, we have not increased the cost of health care benefits for our employees in the past two years despite the increased cost of such benefits to the company.

Investing in our associates in this way helps us retain top talent and demonstrates our commitment to our employees, our most important asset.

Carat helps clients to do everything from accepting e-commerce payments to enabling new consumer experiences such as buy online, pickup in store or online order ahead.

network routing, fraud detection, online electronic benefits transfers and digital payouts.

Built for small and mid-sized businesses (“SMBs”), our cloud-based Clover POS platform is a comprehensive business-management solution that enables businesses to maximize their operating efficiencies, while allowing their customers to pay using a debit or credit card or via mobile payment options.

Clover is one of the largest open architecture platforms of commerce-enabling solutions and applications in the world.

The DNA and Signature solutions are available both domestically and internationally.

Abiliti is our next-generation digital banking platform providing a single solution for consumers and businesses and serving as a gateway to our digital ecosystem.

It is a cloud-based platform designed to deliver continuous innovation and new functionality to increase efficiency, engagement and insights for a digital-first experience.

Architect is a premium open-architecture platform providing seamless online, mobile and tablet banking for retail and small business customers and offers extensive customizations and integrations to create unique digital experiences.

Our Corillian platform supports multiple lines of banking for consumers and businesses and is designed to be highly scalable to meet the evolving needs of banks and credit unions, allowing clients to deploy new services through integrations of digital applications.

Our Mobiliti platform provides a variety of mobile banking and payments services to our clients and their customers via mobile browser and a downloadable application for smartphones and tablets, designed for a mobile-first experience.

Enhancing our digital banking platform capabilities are our OriginateSM suite, SecureNow™, Credit SenseSM, and LinkLive.

Our risk management tools and portfolio management services are integrated with real-time fraud decisioning.

We also provide financial institutions with professional services and customer contact services, including call center solutions and back-office processing.

We provide various channels for clients to communicate, build relationships and maximize customer engagement and loyalty, while limiting costs of a personalized and integrated consumer experience.

Our Aggregation and Information Services products, including AllData® Aggregation, provide consumer-permissioned access to account and transaction data, enabling providers to build novel experiences for opening new accounts, planning for financial wellness, providing financial advice and more.

*Bill Payment Solutions*

system or customer service representative, or by paying in-person at one of the many nationwide walk-in payment locations operated by our agents.

These diverse options allow our clients’ customers to view and pay bills wherever, whenever and however they feel most comfortable.

Impact of COVID-19 Pandemic

Since early 2020, the world has been, and continues to be, impacted by the coronavirus (“COVID-19”) pandemic.

The COVID-19 pandemic, and various measures imposed by the governments of many countries, states, cities and other geographic regions to prevent its spread, have negatively impacted global economic and market conditions, including levels of consumer and business spending.

Consequently, our operating performance, primarily within our merchant acquiring and payment-related businesses, which earn transaction-based fees, has been adversely affected, and may continue to be adversely affected, by the economic impact of the COVID-19 pandemic.

Such uncertainty remains despite improving trends in global economic activity and market conditions.

Additional information regarding the impact of the COVID-19 pandemic on our business can be found under the section titled “Recent Market Conditions” included within Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Annual Report on Form 10-K and risks related to the COVID-19 pandemic can be found under Part I, Item 1A, “Risk Factors,” of this Annual Report on Form 10-K.

These subsidiaries are subject to regulation and oversight in the applicable countries, which may include, among other obligations, a requirement to maintain specified regulatory capital.

In 2021, the FTC issued a final rule amending the FTC’s GLBA Safeguards Rule that takes effect in December 2022 and applies to certain non-bank entities under FTC jurisdiction, and may require us to enhance our security measures in some of our operations.

In addition, in 2021, the Federal Banking Agencies issued a final rule requiring “computer-security incident” notifications by banking organizations and bank service providers that takes effect in May 2022 and may require that we enhance our “computer-security incident” notifications for some of our operations.

Following the U.K.’s exit from the E.U. Single Market and Customs Union on December 31, 2020, we are also subject to U.K. GDPR.

Additional regulations may be imposed in the future, including laws regulating activities with respect to current or emerging technology such as automated dialers or pre-recorded messaging or calls to cellular phones, which could impair the

collection by TRS of returned checks and those purchased under TeleCheck’s guarantee services.

Moreover, reducing or eliminating access to or the use of certain information or proscribing the maintenance or use of consumer databases could reduce the effectiveness of TeleCheck’s risk management tools or otherwise increase its costs of doing business.

As of December 31, 2021, we had over 44,000 employees worldwide, approximately 18,000 of whom were employed outside the U.S. Successful execution of our talent management strategy depends on attracting, developing and retaining highly qualified employees at all levels of our organization.

This includes creating a culture committed to diversity and inclusion and employee development, retention, engagement and well-being.

Our performance management process promotes differentiation based on contributions toward our strategic business objectives and overall success.

We provide employees with opportunities to grow, regardless of job level, within the organization including through targeted online learning, our Leading Women program designed to accelerate the professional growth of female top

talent, our Leading Fiserv program designed to develop critical leadership skills for frontline managers, and our Vision to Results leadership program focused on driving our One Fiserv approach to enterprise goals.

We also focus on internal mobility and redeployment to retain talented employees and to optimize their opportunities for success.

Our diversity and inclusion programs reflect our focus on:

We are focused on delivering a comprehensive and competitive benefits offering as part of our total rewards strategy.

We provide associates with access to a holistic suite of well-being programs and benefits focused on physical, financial, social and emotional resources.

| For the fiscal year ended: | | | December 31, [removed: 2021] [added: 2022] | | | | | |

The aggregate market value of the common stock of the registrant held by non-affiliates as of June 30, [removed: 2021] [added: 2022] (the last trading day of the second fiscal quarter) was [removed: $70,526,209,592] [added: $55,896,739,541] based on the closing price of the registrant’s common stock on the NASDAQ Global Select Market on that date.

The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at February [removed: 18, 2022] [added: 17, 2023] was [removed: 652,196,905.][added: 628,126,357.]

Part III of this report incorporates information by reference to the registrant’s proxy statement for its [removed: 2022] [added: 2023] annual meeting of shareholders, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

| Item 1. | | | [removed: [Business](#i82eec5aa49a24290a07e4a9f99c1e608_16)] [added: [Business](#idbe4e59af70d454da4673c9e2e634e04_16)] | | | [removed: [2](#i82eec5aa49a24290a07e4a9f99c1e608_16)] [added: [2](#idbe4e59af70d454da4673c9e2e634e04_16)] | | | | | |

| Item 1A. | | | [Risk [removed: Factors](#i82eec5aa49a24290a07e4a9f99c1e608_19)] [added: Factors](#idbe4e59af70d454da4673c9e2e634e04_19)] | | | [removed: [11](#i82eec5aa49a24290a07e4a9f99c1e608_19)] [added: [11](#idbe4e59af70d454da4673c9e2e634e04_19)] | | | | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i82eec5aa49a24290a07e4a9f99c1e608_22)] [added: Comments](#idbe4e59af70d454da4673c9e2e634e04_22)] | | | [removed: [23](#i82eec5aa49a24290a07e4a9f99c1e608_22)] [added: [21](#idbe4e59af70d454da4673c9e2e634e04_22)] | | | | | |

| Item 2. | | | [removed: [Properties](#i82eec5aa49a24290a07e4a9f99c1e608_25)] [added: [Properties](#idbe4e59af70d454da4673c9e2e634e04_25)] | | | [removed: [23](#i82eec5aa49a24290a07e4a9f99c1e608_25)] [added: [21](#idbe4e59af70d454da4673c9e2e634e04_25)] | | | | | |

| Item 3. | | | [Legal [removed: Proceedings](#i82eec5aa49a24290a07e4a9f99c1e608_28)] [added: Proceedings](#idbe4e59af70d454da4673c9e2e634e04_28)] | | | [removed: [23](#i82eec5aa49a24290a07e4a9f99c1e608_28)] [added: [21](#idbe4e59af70d454da4673c9e2e634e04_28)] | | | | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i82eec5aa49a24290a07e4a9f99c1e608_31)] [added: Disclosures](#idbe4e59af70d454da4673c9e2e634e04_31)] | | | [removed: [23](#i82eec5aa49a24290a07e4a9f99c1e608_31)] [added: [21](#idbe4e59af70d454da4673c9e2e634e04_31)] | | | | | |

| | | | [Information About Our Executive [removed: Officers](#i82eec5aa49a24290a07e4a9f99c1e608_34)] [added: Officers](#idbe4e59af70d454da4673c9e2e634e04_34)] | | | [removed: [24](#i82eec5aa49a24290a07e4a9f99c1e608_34)] [added: [22](#idbe4e59af70d454da4673c9e2e634e04_34)] | | | | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i82eec5aa49a24290a07e4a9f99c1e608_40)] [added: Securities](#idbe4e59af70d454da4673c9e2e634e04_40)] | | | [removed: [26](#i82eec5aa49a24290a07e4a9f99c1e608_40)] [added: [23](#idbe4e59af70d454da4673c9e2e634e04_40)] | | | | | |

| Item 6. | | | [removed: [\[Reserved\]](#i82eec5aa49a24290a07e4a9f99c1e608_1678)] [added: [\[Reserved\]](#idbe4e59af70d454da4673c9e2e634e04_43)] | | | [removed: [27](#i82eec5aa49a24290a07e4a9f99c1e608_1678)] [added: [24](#idbe4e59af70d454da4673c9e2e634e04_43)] | | | | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i82eec5aa49a24290a07e4a9f99c1e608_46)] [added: Operations](#idbe4e59af70d454da4673c9e2e634e04_49)] | | | [removed: [28](#i82eec5aa49a24290a07e4a9f99c1e608_46)] [added: [24](#idbe4e59af70d454da4673c9e2e634e04_49)] | | | | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i82eec5aa49a24290a07e4a9f99c1e608_49)] [added: Risk](#idbe4e59af70d454da4673c9e2e634e04_52)] | | | [removed: [45](#i82eec5aa49a24290a07e4a9f99c1e608_49)] [added: [40](#idbe4e59af70d454da4673c9e2e634e04_52)] | | | | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i82eec5aa49a24290a07e4a9f99c1e608_52)] [added: Data](#idbe4e59af70d454da4673c9e2e634e04_55)] | | | [removed: [47](#i82eec5aa49a24290a07e4a9f99c1e608_52)] [added: [42](#idbe4e59af70d454da4673c9e2e634e04_55)] | | | | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i82eec5aa49a24290a07e4a9f99c1e608_154)] [added: Disclosure](#idbe4e59af70d454da4673c9e2e634e04_157)] | | | [removed: [103](#i82eec5aa49a24290a07e4a9f99c1e608_154)] [added: [95](#idbe4e59af70d454da4673c9e2e634e04_157)] | | | | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i82eec5aa49a24290a07e4a9f99c1e608_157)] [added: Procedures](#idbe4e59af70d454da4673c9e2e634e04_160)] | | | [removed: [103](#i82eec5aa49a24290a07e4a9f99c1e608_157)] [added: [95](#idbe4e59af70d454da4673c9e2e634e04_160)] | | | | | |

| Item 9B. | | | [Other [removed: Information](#i82eec5aa49a24290a07e4a9f99c1e608_163)] [added: Information](#idbe4e59af70d454da4673c9e2e634e04_166)] | | | [removed: [105](#i82eec5aa49a24290a07e4a9f99c1e608_163)] [added: [97](#idbe4e59af70d454da4673c9e2e634e04_166)] | | | | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i82eec5aa49a24290a07e4a9f99c1e608_1796)] [added: Inspections](#idbe4e59af70d454da4673c9e2e634e04_169)] | | | [removed: [105](#i82eec5aa49a24290a07e4a9f99c1e608_1796)] [added: [97](#idbe4e59af70d454da4673c9e2e634e04_169)] | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i82eec5aa49a24290a07e4a9f99c1e608_169)] [added: Governance](#idbe4e59af70d454da4673c9e2e634e04_175)] | | | [removed: [105](#i82eec5aa49a24290a07e4a9f99c1e608_169)] [added: [97](#idbe4e59af70d454da4673c9e2e634e04_175)] | | | | | |

| Item 11. | | | [Executive [removed: Compensation](#i82eec5aa49a24290a07e4a9f99c1e608_172)] [added: Compensation](#idbe4e59af70d454da4673c9e2e634e04_178)] | | | [removed: [105](#i82eec5aa49a24290a07e4a9f99c1e608_172)] [added: [97](#idbe4e59af70d454da4673c9e2e634e04_178)] | | | | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i82eec5aa49a24290a07e4a9f99c1e608_175)] [added: Matters](#idbe4e59af70d454da4673c9e2e634e04_181)] | | | [removed: [105](#i82eec5aa49a24290a07e4a9f99c1e608_175)] [added: [97](#idbe4e59af70d454da4673c9e2e634e04_181)] | | | | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i82eec5aa49a24290a07e4a9f99c1e608_178)] [added: Independence](#idbe4e59af70d454da4673c9e2e634e04_184)] | | | [removed: [106](#i82eec5aa49a24290a07e4a9f99c1e608_178)] [added: [98](#idbe4e59af70d454da4673c9e2e634e04_184)] | | | | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i82eec5aa49a24290a07e4a9f99c1e608_181)] [added: Services](#idbe4e59af70d454da4673c9e2e634e04_187)] | | | [removed: [106](#i82eec5aa49a24290a07e4a9f99c1e608_181)] [added: [98](#idbe4e59af70d454da4673c9e2e634e04_187)] | | | | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i82eec5aa49a24290a07e4a9f99c1e608_187)] [added: Schedules](#idbe4e59af70d454da4673c9e2e634e04_193)] | | | [removed: [107](#i82eec5aa49a24290a07e4a9f99c1e608_187)] [added: [99](#idbe4e59af70d454da4673c9e2e634e04_193)] | | | | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i82eec5aa49a24290a07e4a9f99c1e608_193)] [added: Summary](#idbe4e59af70d454da4673c9e2e634e04_202)] | | | [removed: [111](#i82eec5aa49a24290a07e4a9f99c1e608_193)] [added: [102](#idbe4e59af70d454da4673c9e2e634e04_202)] | | | | | |

Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future development or similar expression, and can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “could,” [removed: “should”] [added: “should,”] or words of similar meaning.

The factors that may affect our results include, among others, the [removed: following, many of which are, and may continue to be, amplified by the COVID-19 pandemic: the duration and intensity of the COVID-19 pandemic including how quickly the global economy recovers from the impact of the pandemic; governmental and private sector responses to the COVID-19 pandemic and the impact of such responses on us; the impact of the COVID-19 pandemic on our employees, clients, vendors, supply chain, operations and sales;] [added: following:] our ability to compete effectively against new and existing competitors and to continue to introduce competitive new products and services on a timely, cost-effective basis; changes in customer demand for our products and services; the ability of our technology to keep pace with a rapidly evolving marketplace; the success of our merchant alliances, some of which we do not control; the [added: continuing] impact of [added: the COVID-19 pandemic on our employees, clients, vendors, supply chain, operations and sales; the impact of] a security breach or operational failure on our business including disruptions caused by other participants in the global financial system; [added: losses due to chargebacks, refunds or returns as a result of fraud or] the failure of our vendors and merchants to satisfy their obligations; [removed: the successful management of credit and fraud risks in our business and merchant alliances;] changes in local, regional, national and international economic or political [removed: conditions] [added: conditions, including those resulting from heightened inflation, rising interest rates, a recession, or intensified international hostilities,] and the impact they may have on us and our customers; the effect of proposed and enacted legislative and regulatory actions affecting us or the financial services industry as a whole; our ability to comply with government regulations and applicable card association and network rules; the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; our ability to successfully identify, complete and integrate acquisitions, and to realize the anticipated benefits associated with the same; [removed: the impact of] our [removed: strategic initiatives; our] ability to attract and retain key personnel; volatility and disruptions in financial markets that may impact our ability to access preferred sources of financing and the terms on which we are able to obtain financing or increase our [removed: cost] [added: costs] of borrowing; adverse impacts from currency exchange rates or currency controls; changes in corporate tax and interest rates; and other factors identified in this Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] and in other documents that we file with the Securities and Exchange Commission.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [Signatures](#idbe4e59af70d454da4673c9e2e634e04_205) | | | [103](#idbe4e59af70d454da4673c9e2e634e04_205) | | | | | |

| | | | [Signatures](#i82eec5aa49a24290a07e4a9f99c1e608_196) | | | [112](#i82eec5aa49a24290a07e4a9f99c1e608_196) | | | | | |

At December 31, [removed: 2021,] [added: 2022,] we owned [removed: 20 properties] [added: 19] and leased [removed: 158] [added: 141] properties globally.

The names of our executive officers as of February [removed: 24, 2022,] [added: 23, 2023,] together with their ages, positions and business experience are described below:

| Frank J. Bisignano | | | [removed: 62] [added: 63] | | | [added: Chairman,] President and Chief Executive Officer | | |

| Guy Chiarello | | | [removed: 62] [added: 63] | | | Chief Operating Officer | | |

| Christopher M. Foskett | | | [removed: 64] [added: 65] | | | Chief Revenue Officer | | |

| Robert W. Hau | | | [removed: 56] [added: 57] | | | Chief Financial Officer | | |

| Suzan Kereere | | | [removed: 56] [added: 57] | | | Executive Vice President, Head of Global Business Solutions | | |

| Adam L. Rosman | | | [removed: 56] [added: 57] | | | Chief Administrative Officer and Chief Legal Officer | | |

*Mr. Bisignano* has served as [added: Chairman of the Board since May 2022,] Chief Executive Officer since 2020 and a director and President since 2019.

Mr. Bisignano joined Fiserv as part of the acquisition of First Data [removed: Corporation,] [added: Corporation in 2019,] where he served as chief executive officer since 2013 and chairman since 2014.

*Mr. Chiarello* has served as Chief Operating Officer since [removed: June] 2021 and previously served as Chief Administrative Officer since 2019.

Mr. Chiarello joined Fiserv as part of the acquisition of First Data [removed: Corporation,] [added: Corporation in 2019,] where he served as president since 2013.

From [removed: 2008] [added: 2007] to 2013, he served as chief information officer of JPMorgan Chase & Co., a global financial services firm.

From 1985 to [removed: 2008,] [added: 2007,] Mr. Chiarello served in various technology and leadership roles including chief information officer at Morgan Stanley, a global financial services firm.

*Mr. Foskett* has served as Chief Revenue Officer since [removed: July] 2021 and previously served as Executive Vice President, Global Sales since 2019.

Mr. Foskett joined Fiserv as part of the acquisition of First Data [removed: Corporation,] [added: Corporation in 2019,] where he served as executive vice president, head of corporate and business development since 2015 and co-head of global financial services since 2018.

*Ms. Kereere* has served as Executive Vice President, Head of Global Business Solutions since December 2021 [removed: and previously served] [added: after joining the company] as [added: its] Chief Growth Officer [removed: since] [added: in] June 2021.

*Mr. Rosman* has served as Chief Administrative Officer and Chief Legal Officer since [removed: July] 2021.

Prior to joining Fiserv, Mr. Rosman was general counsel of OneMain Financial, a consumer lender, from 2020 to [removed: July] 2021.

| Byron C. Vielehr | | | 58 | | | Chief Digital and Data Officer | | |

*Mr. Vielehr* has served as Chief Digital and Data Officer since January 2021.

He previously served as Executive Vice President, Senior Group President from 2019 to January 2021, Chief Administrative Officer from 2018 to 2019, and as Group President, Depository Institution Services Group from 2013 to 2018.

Prior to joining Fiserv, from 2005 to 2013, Mr. Vielehr served in a succession of senior executive positions with The Dun & Bradstreet Corporation, a provider of commercial information and business insight solutions, most recently as president of international and global operations.

Mr. Vielehr has more than 25 years of experience in the financial services and technology industries, including a variety of executive leadership roles at Merrill Lynch & Co., Strong Capital Management and Northstar Systems International, Inc.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “FISV.” At December 31, [removed: 2021,] [added: 2022,] our common stock was held by [removed: 1,627] [added: 1,591] shareholders of record and by a significantly greater number of shareholders who hold shares in nominee or street name accounts with brokers.

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, [removed: 2021:][added: 2022:]

(1)On November 19, [removed: 2020,] [added: 2020 and February 22, 2023,] our board of directors authorized the purchase of up to 60.0 million [added: and 75.0 million] shares of our common [removed: stock.][added: stock, respectively.]

The following graph compares the cumulative total shareholder return on our common stock for the five years ended December 31, [removed: 2021] [added: 2022] with the S&P 500 Index and the NASDAQ US Benchmark Transaction Processing Services Index (the “Index”).

The Index, as renamed, is identical to the NASDAQ US Benchmark Financial Administration Index prior to its name change on [removed: September 21, 2020.]

The graph assumes that $100 was invested on December 31, [removed: 2016] [added: 2017] in our common stock and each index and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| NASDAQ US Benchmark Transaction Processing Services Index | | | 100 | | | | | | [removed: 135] [added: 107] | | | | | | [removed: 144] [added: 149] | | | | | | [removed: 201] [added: 199] | | | | | | [removed: 270] [added: 190] | | | | | | [removed: 257] [added: 148] | | |

| October 1-31, 2022 | | | | | | 2,582,723 | | | | | | $ | 96.80 | | | | | 2,582,723 | | | | | | 21,910,039 | | |

| November 1-30, 2022 | | | | | | 3,030,000 | | | | | | 99.94 | | | | | | 3,030,000 | | | | | | 18,880,039 | | |

| December 1-31, 2022 | | | | | | 1,949,510 | | | | | | 101.14 | | | | | | 1,949,510 | | | | | | 16,930,529 | | |

| Total | | | | | | 7,562,233 | | | | | | | | | | | | 7,562,233 | | | | | | | | |

These authorizations do not expire.

In connection with the vesting of restricted stock awards, shares of common stock are delivered to the Company by employees to satisfy tax withholding obligations.

The following table summarizes such purchases of common stock during the three months ended December 31, 2022:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| October 1-31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| November 1-30, 2022 | | | | | | 67 | | | (1) | | | 100.99 | | | | | | — | | | | | | — | | |

| December 1-31, 2022 | | | | | | 7 | | | (1) | | | 102.08 | | | | | | — | | | | | | — | | |

| Total | | | | | | 74 | | | | | | | | | | | | — | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)Shares surrendered to us to satisfy tax withholding obligations in connection with the vesting of restricted stock awards issued to employees.

September 21, 2020.

| Fiserv, Inc. | | | $ | 100 | | | | | $ | 112 | | | | | $ | 176 | | | | | $ | 174 | | | | | $ | 158 | | | | | $ | 154 | |

| S&P 500 Index | | | 100 | | | | | | 96 | | | | | | 126 | | | | | | 149 | | | | | | 192 | | | | | | 157 | | |

| October 1-31, 2021 | | | | | | 7,700 | | | | | | $ | 94.76 | | | | | 7,700 | | | | | | 52,249,600 | | |

| November 1-30, 2021 | | | | | | 5,703,300 | | | | | | 99.49 | | | | | | 5,703,300 | | | | | | 46,546,300 | | |

| December 1-31, 2021 | | | | | | 4,202,400 | | | | | | 102.80 | | | | | | 4,202,400 | | | | | | 42,343,900 | | |

| Total | | | | | | 9,913,400 | | | | | | | | | | | | 9,913,400 | | | | | | | | |

This authorization does not expire.

| Fiserv, Inc. | | | $ | 100 | | | | | $ | 123 | | | | | $ | 138 | | | | | $ | 218 | | | | | $ | 214 | | | | | $ | 195 | |

| S&P 500 Index | | | 100 | | | | | | 122 | | | | | | 116 | | | | | | 153 | | | | | | 181 | | | | | | 233 | | |

| [Consolidated Statements of [removed: Income](#i82eec5aa49a24290a07e4a9f99c1e608_55)] [added: Income](#idbe4e59af70d454da4673c9e2e634e04_58)] | | | [removed: [48](#i82eec5aa49a24290a07e4a9f99c1e608_55)] [added: [43](#idbe4e59af70d454da4673c9e2e634e04_58)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i82eec5aa49a24290a07e4a9f99c1e608_58)] [added: Income](#idbe4e59af70d454da4673c9e2e634e04_61)] | | | [removed: [49](#i82eec5aa49a24290a07e4a9f99c1e608_58)] [added: [44](#idbe4e59af70d454da4673c9e2e634e04_61)] | | |

| [Consolidated Balance [removed: Sheets](#i82eec5aa49a24290a07e4a9f99c1e608_61)] [added: Sheets](#idbe4e59af70d454da4673c9e2e634e04_64)] | | | [removed: [50](#i82eec5aa49a24290a07e4a9f99c1e608_61)] [added: [45](#idbe4e59af70d454da4673c9e2e634e04_64)] | | |

| [Consolidated Statements of [removed: Equity](#i82eec5aa49a24290a07e4a9f99c1e608_64)] [added: Equity](#idbe4e59af70d454da4673c9e2e634e04_67)] | | | [removed: [51](#i82eec5aa49a24290a07e4a9f99c1e608_64)] [added: [46](#idbe4e59af70d454da4673c9e2e634e04_67)] | | |

[removed: | [Consolidated] [added: Consolidated] Statements of Cash [removed: Flows](#i82eec5aa49a24290a07e4a9f99c1e608_67) | | | [52](#i82eec5aa49a24290a07e4a9f99c1e608_67) | | |][added: Flows]

| [Notes to Consolidated Financial [removed: Statements](#i82eec5aa49a24290a07e4a9f99c1e608_70)] [added: Statements](#idbe4e59af70d454da4673c9e2e634e04_73)] | | | [removed: [53](#i82eec5aa49a24290a07e4a9f99c1e608_70)] [added: [48](#idbe4e59af70d454da4673c9e2e634e04_73)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i82eec5aa49a24290a07e4a9f99c1e608_148)] [added: Accounts](#idbe4e59af70d454da4673c9e2e634e04_151)] | | | [removed: [99](#i82eec5aa49a24290a07e4a9f99c1e608_148)] [added: [91](#idbe4e59af70d454da4673c9e2e634e04_151)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i82eec5aa49a24290a07e4a9f99c1e608_151)] [added: Firm](#idbe4e59af70d454da4673c9e2e634e04_154)] (PCAOB ID No. 34) | | | [removed: [100](#i82eec5aa49a24290a07e4a9f99c1e608_151)] [added: [92](#idbe4e59af70d454da4673c9e2e634e04_154)] | | |

| [removed: In] [added: (In] millions, except per share [removed: data] [added: data)] | | | | | | | | | | | | | | | | | | | | |

| Year Ended December 31, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Processing and services (1) | | | | | | $ | [removed: 13,307] [added: 14,460] | | | | | $ | [removed: 12,215] [added: 13,307] | | | | | $ | [removed: 8,573] [added: 12,215] | |

| Product | | | | | | [removed: 2,919] [added: 3,277] | | | | | | [removed: 2,637] [added: 2,919] | | | | | | [removed: 1,614] [added: 2,637] | | |

| Total revenue | | | | | | [removed: 16,226] [added: 17,737] | | | | | | [removed: 14,852] [added: 16,226] | | | | | | [removed: 10,187] [added: 14,852] | | |

| Cost of processing and services | | | | | | [removed: 6,084] [added: 5,771] | | | | | | [removed: 5,841] [added: 6,084] | | | | | | [removed: 4,016] [added: 5,841] | | |

| Cost of product | | | | | | [removed: 2,044] [added: 2,221] | | | | | | [removed: 1,971] [added: 2,044] | | | | | | [removed: 1,293] [added: 1,971] | | |

| Selling, general and administrative | | | | | | [removed: 5,810] [added: 6,059] | | | | | | [removed: 5,652] [added: 5,810] | | | | | | [removed: 3,284] [added: 5,652] | | |

| [removed: Gain] [added: Net gain] on sale of businesses [added: and other assets] | | | | | | [removed: —] [added: (54)] | | | | | | [removed: (464)] [added: —] | | | | | | [removed: (15)] [added: (464)] | | |

| Total expenses | | | | | | [removed: 13,938] [added: 13,997] | | | | | | [removed: 13,000] [added: 13,938] | | | | | | [removed: 8,578] [added: 13,000] | | |

| Operating income | | | | | | [removed: 2,288] [added: 3,740] | | | | | | [removed: 1,852] [added: 2,288] | | | | | | [removed: 1,609] [added: 1,852] | | |

| Interest expense, net | | | | | | [removed: (693)] [added: (733)] | | | | | | [removed: (709)] [added: (693)] | | | | | | [removed: (473)] [added: (709)] | | |

| [removed: Debt] [added: Other] financing activities | | | | | | [removed: —] [added: 36] | | | | | | [removed: —] [added: (2)] | | | | | | [removed: (47)] [added: 22] | | |

| Other [removed: income] (expense) [added: income] | | | | | | [removed: 71] [added: (94)] | | | | | | [removed: 28] [added: 71] | | | | | | [removed: (6)] [added: 28] | | |

| Income before income taxes and income from investments in unconsolidated affiliates | | | | | | [removed: 1,666] [added: 2,913] | | | | | | [removed: 1,171] [added: 1,666] | | | | | | [removed: 1,083] [added: 1,171] | | |

| Income tax provision | | | | | | [removed: (363)] [added: (551)] | | | | | | [removed: (196)] [added: (363)] | | | | | | [removed: (198)] [added: (196)] | | |

| Income from investments in unconsolidated affiliates | | | | | | [removed: 100] [added: 220] | | | | | | [removed: —] [added: 100] | | | | | | [removed: 29] [added: —] | | |

| Net income | | | | | | [removed: 1,403] [added: 2,582] | | | | | | [removed: 975] [added: 1,403] | | | | | | [removed: 914] [added: 975] | | |

| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | [removed: 69] [added: 52] | | | | | | [removed: 17] [added: 69] | | | | | | [removed: 21] [added: 17] | | |

| Net income attributable to Fiserv, Inc. | | | | | | $ | [removed: 1,334] [added: 2,530] | | | | | $ | [removed: 958] [added: 1,334] | | | | | $ | [removed: 893] [added: 958] | |

| Net income attributable to Fiserv, Inc. per share – basic | | | | | | $ | [removed: 2.01] [added: 3.94] | | | | | $ | [removed: 1.42] [added: 2.01] | | | | | $ | [removed: 1.74] [added: 1.42] | |

| Net income attributable to Fiserv, Inc. per share – diluted | | | | | | $ | [removed: 1.99] [added: 3.91] | | | | | $ | [removed: 1.40] [added: 1.99] | | | | | $ | [removed: 1.71] [added: 1.40] | |

| Basic | | | | | | [removed: 662.6] [added: 642.3] | | | | | | [removed: 672.1] [added: 662.6] | | | | | | [removed: 512.3] [added: 672.1] | | |

| Diluted | | | | | | [removed: 671.6] [added: 647.9] | | | | | | [removed: 683.4] [added: 671.6] | | | | | | [removed: 522.6] [added: 683.4] | | |

[removed: (1)Includes] [added: (1)Includes] processing and other fees charged to related party investments accounted for under the equity method of [removed: $203] [added: $201] million, [removed: $236] [added: $203] million and [removed: $112] [added: $236] million for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively (see Note [removed: 20).][added: 19).]

| [removed: In millions | | | | | |] [added: (In millions)] | | | | | | | | | | | | | | |

| Net income | | | | | | $ | [removed: 1,403] [added: 2,582] | | | | | $ | [removed: 975] [added: 1,403] | | | | | $ | [removed: 914] [added: 975] | |

| Fair market value adjustment on cash flow [removed: hedges, net of income tax (provision) benefit of ($2 million), ($2 million) and $46 million] [added: hedges] | | | | | | [removed: 6] [added: (15)] | | | | | | [removed: 5] [added: 8] | | | | | | [removed: (134)] [added: 7] | | |

| Reclassification adjustment for net realized [removed: gains] [added: losses (gains)] on cash flow hedges included in cost of processing and [removed: services, net of income tax provision of $2 million, $0 million and $0 million] [added: services] | | | | | | [removed: (8)] [added: 2] | | | | | | [removed: (1)] [added: (10)] | | | | | | (1) | | |

| Reclassification adjustment for net realized losses on cash flow hedges included in net interest [removed: expense, net of income tax benefit of $5 million, $5 million and $3 million] [added: expense] | | | | | | [removed: 16] [added: 19] | | | | | | [removed: 16] [added: 21] | | | | | | [removed: 10] [added: 21] | | |

| Unrealized [removed: gains] (losses) [added: gains] on defined benefit pension [removed: plans, net of income tax (provision) benefit of ($17 million), $2 million and $1 million] [added: plans] | | | | | | [removed: 50] [added: (78)] | | | | | | [removed: (6)] [added: 67] | | | | | | [removed: (4)] [added: (8)] | | |

| [removed: Foreign] [added: Tax impacts of foreign] currency translation, net [removed: of income tax] (see Note [removed: 14)] [added: 13)] | | | | | | [removed: (461)] [added: (73)] | | | | | | [removed: (186)] [added: 36] | | | | | | [removed: 8] [added: —] | | |

| Tax impacts of cash flow hedges, net | | | | | | (2) | | | | | | (5) | | | | | | (7) | | |

| Tax impacts of defined benefit pension plans, net | | | | | | 18 | | | | | | (17) | | | | | | 2 | | |

| Reclassification adjustment for accumulated foreign currency translation impacts from the sale of a foreign entity included in loss on sale of business | | | | | | 56 | | | | | | — | | | | | | — | | |

| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | 52 | | | | | | 69 | | | | | | 17 | | |

| December 31, | | | | | | 2022 | | | | | | 2021 | | |

| Capital contribution from noncontrolling interest | | | | | | | | | | | | | | | | | | | | | | | | | | | 13 | | | 13 | | |

| Balance at December 31, 2022 | | | 784 | | | 154 | | | | | | $ | 8 | | $ | 23,011 | | $ | (1,189) | | $ | 17,376 | | $ | (8,378) | | $ | 699 | | $ | 31,527 | |

| Net income | | | | | | $ | 2,582 | | | | | $ | 1,403 | | | | | $ | 975 | |

| Net gain on sale of businesses and other assets | | | | | | (54) | | | | | | — | | | | | | (464) | | |

| Debt repayments, including debt financing costs | | | | | | (3,325) | | | | | | (7,881) | | | | | | (10,934) | | |

The Company has determined, however, that there have been no material changes to the estimates and assumptions within its consolidated financial statements to date as a result of the COVID-19 pandemic.

The Company will continue to monitor any future developments.

The Company offers merchants advance access to capital through its Clover Capital cash advance program.

Under this program, merchants sell fixed amounts of their future credit card receivables to the Company in exchange for an up-front purchase price payment.

Future credit card receivables purchased by the Company under the Clover Capital program were $164 million and $77 million at December 31, 2022 and 2021, respectively.

The Company maintained a reserve of $7 million at both December 31, 2022 and 2021, based on an estimate of uncollectible amounts.

However, in the event the Company is not able to collect the refunded

| | | | | | | | | | 4,166 | | | | | | 3,234 | | |

establishment of a product’s technological feasibility are also expensed as incurred.

When determining the fair value measurements for assets and liabilities, the Company uses the hierarchy prescribed in Accounting

| (In millions) | | | | | | 2022 | | | | | | 2021 | | |

Financial statements of subsidiaries located in highly inflationary economies outside of the U.S. 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.

The remeasurement of monetary assets and liabilities resulted in foreign currency exchange losses of $52 million and $5 million during the years ended December 31, 2022 and 2021, respectively, primarily related to Argentina.

Foreign currency exchange losses resulting from the remeasurement of monetary assets and liabilities were nominal during the year ended December 31, 2020.

To reduce exposure to changes in the value of the Company’s net investments in certain of its foreign currency-denominated subsidiaries due to changes in foreign currency exchange rates, the Company uses fixed-to-fixed cross-currency rate swap contracts and foreign currency-denominated debt as economic hedges of its net investments in such foreign currency-denominated subsidiaries (see Note 13).

If the derivative is designated as a net investment hedge, changes in the fair value of the derivative, net of tax, are recorded in the foreign currency translation component of other comprehensive income (loss) until the sale or complete liquidation of the underlying net investment.

If the derivative is

designated as a fair value hedge, changes in the fair value of the derivative are recorded in the same line item as the changes in the fair value of the hedged item and recognized in the consolidated statements of income.

To the extent a derivative is not designated as a hedge, changes in fair value are recognized in the consolidated statements of income.

The Company adopted ASU 2021-10, with prospective application of the additional disclosures to the transactions reflected in its consolidated financial statements, for the year ending December 31, 2022.

The adoption was not material and therefore did not have an impact on the Company’s financial statement disclosures.

In 2022, the FASB issued ASU No. 2022-03, *Fair Value Measurement (Topic 820)*: *Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions* (“ASU 2022-03”), which clarifies the guidance in ASC Topic 820, *Fair Value Measurement*, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with ASC Topic 820.

The provisions within ASU 2022-03 are to be applied prospectively with any adjustments from the adoption recognized in earnings and disclosed on the date of adoption.

In 2022, the FASB issued ASU No. 2022-02, *Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures* (“ASU 2022-02”), which requires that entities disclose current period gross write-offs by year of origination for financing receivables and net investments in leases.

The Company will adopt ASU 2022-02 and will include the additional disclosures, as applicable, for any write-offs reflected in its consolidated financial statements effective for the year ending December 31, 2023.

| Processing | | | $ | 6,226 | | | | | $ | 1,608 | | | | | $ | 4,709 | | | | | $ | 22 | | | | | $ | 12,565 | |

| Professional services | | | 21 | | | | | | 484 | | | | | | 278 | | | | | | — | | | | | | 783 | | |

| Software maintenance | | | — | | | | | | 553 | | | | | | 24 | | | | | | — | | | | | | 577 | | |

| Other | | | 58 | | | | | | 231 | | | | | | 101 | | | | | | 2 | | | | | | 392 | | |

| Total Revenue | | | $ | 7,292 | | | | | $ | 3,170 | | | | | $ | 6,262 | | | | | $ | 1,013 | | | | | $ | 17,737 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2019 | | | 791 | | | 399 | | | | | | $ | 8 | | $ | 1,057 | | $ | (67) | | $ | 11,635 | | $ | (10,340) | | $ | — | | $ | 2,293 | |

| Net income (1) | | | | | | | | | | | | | | | | | | | | | 893 | | | | | | 4 | | | 897 | | |

| Shares issued to acquire First Data (see Note 4) | | | | | | (286) | | | | | | | | | 22,582 | | | | | | | | | 7,478 | | | 1,731 | | | 31,791 | | |

In addition, the total distributions presented in the consolidated statements of equity for the years ended December 31, 2021 and 2020 exclude $13 million and $25 million, respectively, in distributions related to the Banc of America Merchant Services Joint Venture (see Note 4) not included in equity.

| Net foreign currency gain on financing activities | | | | | | — | | | | | | — | | | | | | (50) | | |

| Settlement of interest rate hedge contracts | | | | | | — | | | | | | — | | | | | | (183) | | |

| Other investing activities | | | | | | — | | | | | | — | | | | | | 5 | | |

| Debt repayments | | | | | | (7,881) | | | | | | (10,918) | | | | | | (5,043) | | |

| Payments of debt financing, redemption and other costs | | | | | | — | | | | | | (16) | | | | | | (247) | | |

| Other financing activities | | | | | | (2) | | | | | | 22 | | | | | | (13) | | |

| Net cash flows from discontinued operations | | | | | | — | | | | | | — | | | | | | 133 | | |

| Discontinued operations cash flow information: | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by investing activities | | | | | | — | | | | | | — | | | | | | 133 | | |

| Net change in cash and cash equivalents from discontinued operations | | | | | | $ | — | | | | | $ | — | | | | | $ | 133 | |

The company revised the 2020 and 2019 presentation for comparable purposes.

Additional information is included in Note 1.

On July 29, 2019, the Company acquired First Data Corporation (“First Data”), a global leader in commerce-enabling technology and solutions for merchants, financial institutions and card issuers, by acquiring 100% of the First Data stock that was issued and outstanding as of the date of acquisition for a total purchase price of $46.5 billion (see Note 4).

The consolidated financial statements include the financial results of First Data from the date of acquisition.

Risks and Uncertainties

Since early 2020, the world has been, and continues to be, impacted by the coronavirus (“COVID-19”) pandemic.

The extent of the impact of the COVID-19 pandemic on the Company’s future operational and financial performance will depend on, among other matters, the duration and intensity of the pandemic; the level of success of global vaccination efforts; governmental and private sector responses to the pandemic and the impact of such responses on the Company; and the impact of the pandemic on the Company’s employees, clients, vendors, supply chain, operations and sales, all of which are uncertain and difficult to predict.

These changing conditions may also affect the estimates and assumptions made by management.

Such estimates and assumptions affect, among other things, the valuations of the Company’s long-lived assets, definite-lived intangible assets and equity method investments; the impairment assessment

of goodwill; the Company’s deferred tax assets and related valuation allowances; the estimate of current expected credit losses; and certain pension plan assumptions.

It is reasonably possible that changes in any assumptions used may result in an impairment or other charge that, if incurred, could have a material adverse impact on the Company’s results of operations, total assets and total equity in the period recognized.

Events and changes in circumstances arising subsequent to December 31, 2021, including those resulting from the impacts of the COVID-19 pandemic, will be reflected in management’s estimates for future periods.

| Cash and cash equivalents on the consolidated balance sheets | | | $ | 835 | | | | | $ | 906 | | | | | $ | 893 | | | | |

| Total cash and cash equivalents on the consolidated statements of cash flows | | | $ | 3,205 | | | | | $ | 2,569 | | | | | $ | 2,178 | | | | |

The Company revised the consolidated statements of cash flows for the years ended December 31, 2020 and 2019, respectively, to reflect settlement cash and cash equivalents within settlement assets as a component of total cash and cash equivalents on the consolidated statements of cash flows.

The components of settlement assets were revised to reflect the settlement cash and cash equivalents held by partner banks of $175 million and $411 million as settlement receivables as of December 31, 2020 and 2019, respectively.

The consolidated statement of cash flows for the year ended December 31, 2019 reflects the impact of $922 million of acquired settlement cash and cash equivalents relating to the First Data acquisition with the offsetting change included in cash flows from investing activities.

Prepaid Expenses

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | 3,234 | | | | | | 2,911 | | |

respective carrying values.

measurement date.

not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or

Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on management’s assessment, our management believes that, as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting was effective based on those criteria.

There was no change in [removed: our] internal control over financial reporting that occurred during the [removed: quarter] [added: three months] ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Fiserv, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion on those financial statements.

February 23, 2023

February 24, 2022

Except for information concerning our executive officers included in Part I of this Form 10-K under the caption “Information About Our Executive Officers,” which is incorporated by reference herein, and the information regarding our Code of Conduct below, the information required by Item 10 is incorporated by reference to the information set forth under the captions “Our Board of Directors – Who We Are,” “Our Board of Directors – How We Are Selected, Elected and Evaluated,” and “Our Board of Directors – How We Are Organized – Our Committees – Audit Committee” in our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by Item 11 is incorporated by reference to the information set forth under the captions “Our Board of Directors – How We Are Paid,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Executive Compensation,” and “Pay Ratio” in our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information set forth under the caption “Our Shareholders – Common Stock Ownership” in our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021,] [added: 2022,] is incorporated by reference herein.

The table below sets forth information with respect to compensation plans under which equity securities are authorized for issuance as of December 31, [removed: 2021.][added: 2022.]

(1)Columns (a) and (c) of the table above do not include [removed: 4,286,216] [added: 5,359,961] unvested restricted stock units outstanding under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”) or [removed: 23,755,229] [added: 23,280,806] shares authorized for issuance under the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan.

(2)Consists of options outstanding under the Incentive Plan; [removed: 1,089,148] [added: 3,156,682] shares subject to performance share units at the target award level under the Incentive Plan; and [removed: 230,524] [added: 166,867] shares subject to non-employee director deferred compensation notional units under the Incentive Plan.

(5)This table does not include [removed: 3,161,082] [added: 1,860,693] options outstanding under the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates (the “2007 First Data Plan”) and the First Data Corporation 2015 Omnibus Incentive Plan (the “2015 First Data Plan” and together with the 2007 First Data Plan, the “First Data Plans”) as of December 31, [removed: 2021] [added: 2022] at a weighted-average exercise price of [removed: $44.43.][added: $48.34.]

We assumed the First Data Plans in connection with our acquisition of First Data Corporation on July 29, 2019 and converted certain outstanding First Data equity awards into corresponding equity awards relating to common stock of Fiserv, Inc. in accordance with an exchange ratio in the merger [removed: agreement as further described in Note 4 to the accompanying consolidated financial statements.][added: agreement.]

This table also does not include [removed: 860,406] [added: 89,851] shares of restricted stock and restricted stock units outstanding under the 2015 First Data Plan, as of December 31, [removed: 2021.][added: 2022.]

| Equity compensation plans approved by our shareholders (1) | | | 7,798,417 (2) | | | 68.97 (3) | | | 22,016,049 (4) | | |

| Total (5) | | | 7,798,417 (2) | | | 68.97 (3) | | | 22,016,049 (4) | | |

| Equity compensation plans approved by our shareholders (1) | | | 8,387,513 (2) | | | 61.69 (3) | | | 27,547,435 (4) | | |

| Total (5) | | | 8,387,513 (2) | | | 61.69 (3) | | | 27,547,435 (4) | | |

The information required by Item 13 is incorporated by reference to the information set forth under the captions “Our Board of Directors – How We Are Organized – Our Independence,” and “Our Board of Directors – How We Govern – Review, Approval or Ratification of Transactions with Related Persons,” in our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by Item 14 is incorporated by reference to the information set forth under the captions “Independent Registered Public Accounting Firm and Fees” and “Audit Committee Pre-Approval Policy” in our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

| | | | 3.2 | | | [Amended and Restated By-laws [removed: (2)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312522050253/d270501dex31.htm)] [added: (2)](https://www.sec.gov/Archives/edgar/data/798354/000119312522290040/d606620dex31.htm)] | | |

| | | | [removed: 4.2] [added: 4.18] | | | [removed: [Third Amended and Restated] [added: [Term Loan] Credit Agreement, dated as of [removed: September 19, 2018,] [added: February 15, 2019,] among Fiserv, Inc. and the financial institutions party thereto [removed: (4)](http://www.sec.gov/Archives/edgar/data/798354/000119312518278050/d621931dex41.htm)] [added: (1](http://www.sec.gov/Archives/edgar/data/798354/000079835419000005/ex41312312018.htm)[0](http://www.sec.gov/Archives/edgar/data/798354/000079835419000005/ex41312312018.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000079835419000005/ex41312312018.htm)] | | |

| | | | [removed: 4.3] [added: 10.33] | | | [removed: [Amendment No. 1 to Third Amended and Restated Credit] [added: [Credit] Agreement, dated as of [removed: February 6, 2019,] [added: June 16, 2022,] among Fiserv, [removed: Inc.] [added: Inc., JPMorgan Chase Bank, N.A., as administrative agent,] and the financial institutions party thereto [removed: (5)](http://www.sec.gov/Archives/edgar/data/798354/000119312519029907/d686781dex41.htm)] [added: (2](http://www.sec.gov/Archives/edgar/data/798354/000119312522177734/d369546dex101.htm)[5](http://www.sec.gov/Archives/edgar/data/798354/000119312522177734/d369546dex101.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312522177734/d369546dex101.htm)] | | |

| | | | [removed: 4.5] [added: 4.19] | | | [Amendment No. [removed: 3] [added: 1] to [removed: Revolving] [added: Term Loan] Credit Agreement, dated as of July 26, [removed: 2019, among Fiserv, Inc. and the financial institutions party thereto (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519205574/d780843dex42.htm)] [added: 2019 (](http://www.sec.gov/Archives/edgar/data/798354/000119312519205574/d780843dex41.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000119312519205574/d780843dex41.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000119312519205574/d780843dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519205574/d780843dex41.htm)] | | |

| | | | [removed: 4.6] [added: 4.2] | | | [Indenture, dated as of November 20, 2007, by and among Fiserv, Inc., the guarantors named therein and U.S. Bank National Association [removed: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312507244247/dex48.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312507244247/dex48.htm)[4](http://www.sec.gov/Archives/edgar/data/798354/000119312507244247/dex48.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312507244247/dex48.htm)] | | |

| | | | 4.7 | | | [removed: [Tenth] [added: [Seventeenth] Supplemental Indenture, dated as of [removed: September 25, 2012, among] [added: June 24, 2019, between] Fiserv, [removed: Inc., the guarantors named therein] [added: Inc.] and U.S. Bank National Association [removed: (9)](http://www.sec.gov/Archives/edgar/data/798354/000119312512403033/d417262dex41.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)[7](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)] | | |

| | | | [removed: 4.8] [added: 4.3] | | | [Thirteenth Supplemental Indenture, dated as of May 22, 2015, between Fiserv, Inc. and U.S. Bank National Association [removed: (10)](http://www.sec.gov/Archives/edgar/data/798354/000119312515198024/d932504dex42.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312515198024/d932504dex42.htm)[5](http://www.sec.gov/Archives/edgar/data/798354/000119312515198024/d932504dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312515198024/d932504dex42.htm)] | | |

| | | | [removed: 4.9] [added: 4.4] | | | [Fourteenth Supplemental Indenture, dated as of September 25, 2018, between Fiserv, Inc. and U.S. Bank National Association [removed: (11)](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex41.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex41.htm)[6](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex41.htm)] | | |

| | | | [removed: 4.10] [added: 4.5] | | | [Fifteenth Supplemental Indenture, dated as of September 25, 2018, between Fiserv, Inc. and U.S. Bank National Association [removed: (11)](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex42.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex42.htm)[6](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex42.htm)] | | |

| | | | [removed: 4.11] [added: 4.6] | | | [Sixteenth Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (12)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex41.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex41.htm)[7](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex41.htm)] | | |

| | | | [removed: 4.12] [added: 4.8] | | | [removed: [Seventeenth] [added: [Eighteenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (12)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)[7](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)] | | |

| | | | [removed: 4.13] [added: 4.9] | | | [removed: [Eighteenth] [added: [Nineteenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (12)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)[7](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)] | | |

| | | | 4.14 | | | [removed: [Nineteenth] [added: [Twenty-Fourth] Supplemental Indenture, dated as of [removed: June 24,] [added: July 1,] 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (12)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)] | | |

| | | | [removed: 4.15] [added: 4.10] | | | [Twentieth Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (13)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex41.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex41.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex41.htm)] | | |

| | | | [removed: 4.16] [added: 4.11] | | | [Twenty-First Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (13)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)] | | |

| | | | [removed: 4.17] [added: 4.12] | | | [Twenty-Second Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (13)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)] | | |

| | | | [removed: 4.18] [added: 4.13] | | | [Twenty-Third Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (13)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)] | | |

| | | | [removed: 4.19] [added: 4.15] | | | [removed: [Twenty-Fourth] [added: [Twenty-Fifth] Supplemental Indenture, dated as of [removed: July 1, 2019,] [added: May 13, 2020,] between Fiserv, Inc. and U.S. Bank National Association [removed: (13)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)[9](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)] | | |

| | | | [removed: 4.20] [added: 4.16] | | | [removed: [Twenty-Fifth] [added: [Twenty-Sixth] Supplemental Indenture, dated as of May 13, 2020, between Fiserv, Inc. and U.S. Bank National Association [removed: (14)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)[9](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)] | | |

| | | | [removed: 4.22] [added: 4.17] | | | [Agency Agreement, dated as of July 1, 2019, by and among Fiserv, Inc., Elavon Financial Services DAC, UK Branch, and U.S. Bank National Association [removed: (13)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex46.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex46.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex46.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex46.htm)] | | |

| | | | 10.1 | | | [Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[17)*](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[2](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)] | | |

| | | | 10.2 | | | [\- Form of Restricted Stock Unit Agreement (Non-Employee Director) [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[18)*](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[3](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)] | | |

| | | | 10.3 | | | [\- Form of Restricted Stock Unit Agreement (Employee-E) [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10512312016.htm)[19)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10512312016.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10512312016.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10512312016.htm)[4](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10512312016.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10512312016.htm)] | | |

| | | | 10.4 | | | [\- Form of Restricted Stock Unit Agreement [removed: (Employee-SO) (](https://www.sec.gov/Archives/edgar/data/798354/000079835420000006/ex10712312019.htm)[3)*](https://www.sec.gov/Archives/edgar/data/798354/000079835420000006/ex10712312019.htm)] [added: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex104rsuagreementsenioroff.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex104rsuagreementsenioroff.htm)] | | |

| | | | 10.5 | | | [\- Form of Restricted Stock Unit Agreement [removed: (Employee-ST) (](https://www.sec.gov/Archives/edgar/data/798354/000079835420000006/ex10812312019.htm)[3)*](https://www.sec.gov/Archives/edgar/data/798354/000079835420000006/ex10812312019.htm)] [added: (Employee-ST)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex105rsuagreementstandard-.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex105rsuagreementstandard-.htm)] | | |

| | | | [removed: 10.6] [added: 10.7] | | | [\- Form of Non-Qualified Stock Option Agreement (Non-Employee Director-LE) [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[18)*](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[3](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)] | | |

| | | | [removed: 10.7] [added: 10.8] | | | [\- Form of First Amendment to Non-Qualified Stock Option Agreement (Non-Employee Director - LE) [removed: (20)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)[5](http://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)] | | |

| | | | [removed: 10.8] [added: 10.9] | | | [\- Form of Non-Qualified Stock Option Agreement (Non-Employee Director - EE) [removed: (](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[20)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[5](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)] | | |

| | | | [removed: 10.9] [added: 10.10] | | | [\- Form of Second Amendment to Non-Qualified Stock Option Agreement (Non-Employee Director - LE/EE) [removed: (](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[21)*](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[6](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)] | | |