Fiserv (FISV) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A29 rewritten16 added20 removed240 unchanged
All filing items1,080 rewritten513 added427 removed1,898 unchanged
Summary
counted, not written
- Item 1A lists 31 risk factor headings: 0 new, 2 reworded and 29 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 513 added, 427 removed, 1,080 rewritten and 1,898 unchanged across 19 items that differ.
- New this year: Item 1C. Cybersecurity.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2022.
Removed Item 1A headings (1)
- The ongoing COVID-19 pandemic has had, and may continue to have, adverse impacts on our business and may amplify many of our other known risks.
Reworded Item 1A headings (2)
- If we fail to keep pace with technological change, [added: including as a result of artificial intelligence,] we could lose clients or have trouble attracting new clients, and our ability to grow may be limited.
- Our business
[removed: has been and may continue to be adversely][added: is] impacted by U.S. and global market and economic conditions.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
29 rewritten, 16 added, 20 removed, 240 unchanged
[removed: In addition, participants in the financial services, payments and technology industries may merge, create joint ventures or engage in other] business combinations, alliances and consolidations that may strengthen their existing products and services or create new products and services that compete with ours.
If we fail to keep pace with technological change, [added: including as a result of artificial intelligence,] we could lose clients or have trouble attracting new clients, and our ability to grow may be limited.
If we are unsuccessful in developing, marketing and selling products or services that gain market acceptance, or if third parties [added: insufficiently promote 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.]
Merchant contracts may be contributed to the alliance by us and/or the bank or [removed: institution.]
In addition, we [added: have invested and] expect to continue to invest significant resources to maintain and enhance our information security and controls or to investigate and [removed: remediate any] [added: mitigate] security vulnerabilities.
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 [removed: impacted] [added: affected] us, we cannot be certain that the security measures and procedures we have in place to detect security incidents and protect sensitive data, [removed: including protection against unauthorized access and use by our employees,] will be successful or sufficient to counter all current and emerging risks and threats.
[removed: In the event of operational failures or damage or disruption to our business due to these occurrences,] we may not be able to successfully or quickly recover all of our critical business functions, assets and data through our business continuity program.
A prolonged interruption of our services or network could cause us to experience data loss or a [added: reduction in revenue, and significantly impact our clients’ businesses and the customers they serve.]
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 (such as the war in Ukraine),] [added: war,] political instability and other events [added: outside of our or our suppliers’ control.]
Our business [removed: has been and may continue to be adversely] [added: is] impacted by U.S. and global market and economic conditions.
A [removed: further] weakening in the economy or competition from other retailers could [removed: 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.
If the U.S. administration imposes additional tariffs, or if additional tariffs or trade restrictions are implemented by the U.S. or [removed: other countries, our hardware devices produced in China could be impacted.]
If we or third parties with whom we partner or contract fail to comply with [removed: laws and regulations] applicable [removed: to our business, including state and federal payment, cybersecurity, consumer protection, trade and data privacy] laws and regulations, we could be exposed to litigation or regulatory proceedings, our client relationships and reputation could be harmed, [removed: and] our ability to obtain new clients could be inhibited, [added: we could be required to change the manner in] which [added: we conduct our business or suspend or terminate certain services, and we] could [added: incur significant fines, penalties, or losses, all of which could] have a material adverse impact on our business, results of operations and financial condition.
[removed: We operate] [added: Our] businesses [removed: that] are subject to [removed: credit reporting] [added: state, federal,] and [removed: debt collection] [added: foreign] laws and [removed: regulations in the U.S. and certain of our subsidiaries are subject to] [added: regulations, including payment, cybersecurity, consumer protection, money transmission, data] privacy, anti-money laundering, [removed: debt collection,] [added: economic] and [added: trade sanctions,] payment [removed: institution or] [added: institution,] electronic money [removed: licensing regulations outside the U.S.][added: licensing, credit reporting and debt collection laws and regulations.]
In addition, we are subject to Nacha rules relating to payment transactions processed by us using the ACH network and to various federal and state laws regarding such operations, including laws pertaining to electronic [added: fund transfer and electronic] benefits transactions, as well as the Payment Card Industry Data Security Standard enforced by the major card brands.
[added: 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.
Since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection [removed: Act (“Dodd-Frank Act”),] [added: Act,] a number of substantial regulations affecting the supervision and operation of the financial services industry within the U.S. have been adopted, including those that [removed: establish the Consumer Financial Protection Bureau (“CFPB”).]
The CFPB has issued [added: regulations and] guidance [added: under U.S. consumer financial protection laws] that [removed: applies] [added: apply] to, and conducts direct examinations of, “supervised banks and nonbanks” as well as “supervised service providers” like us.
[removed: Together with our vendors and clients, we have been directly impacted by this decision, and our ability to transfer data outside the E.U. may be further impacted by determinations made by regulators in the E.U.] We are also subject to U.K. GDPR following the U.K.’s exit from the E.U. Single Market and Customs Union.
In addition, U.S. [removed: banking agencies] [added: regulators, including the U.S. Federal Banking Agencies and the U.S. Federal Trade Commission] have adopted or proposed enhanced cyber [removed: risk management] [added: and privacy security] standards that [removed: would] apply to us and our financial institution clients and [removed: that would] address cyber risk governance and management, management of internal and external dependencies, and incident response, cyber resilience and situational awareness.
Unfavorable resolution of tax contingencies could adversely affect our results of operations and cash flows from [removed: operations.][added: operations]
[removed: Our products] and [removed: services require sophisticated knowledge of the financial services industry, applicable regulatory and industry requirements, computer systems, and] software applications, and if we cannot hire or retain the necessary skilled personnel, we could suffer delays in new product development, experience difficulty complying with applicable requirements or otherwise fail to satisfy our clients’ demands.
[removed: These risks may arise for a number of reasons: we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition for acquisitions from other potential acquirers;] [added: In addition,] we may [removed: need to borrow money or sell equity or debt securities to the public] [added: fail] to [removed: finance acquisitions and] [added: accurately forecast] the [removed: terms] [added: financial impact] of [removed: these financings may be adverse to us; changes in accounting, tax, securities] [added: an acquisition] or other [removed: regulations could increase the difficulty or cost for us to complete acquisitions;] [added: strategic transaction, including tax and accounting charges;] we may incur unforeseen obligations or liabilities in connection with acquisitions; we may need to devote unanticipated financial and management resources to an acquired business; we may not realize expected operating efficiencies or product integration benefits from an acquisition; we could enter markets where we have minimal prior experience; and we may experience decreases in earnings as a result of non-cash impairment charges.
Our balance sheet includes goodwill and intangible assets that represent [removed: 59%] [added: 53%] of our total assets at December 31, [removed: 2022.][added: 2023.]
At December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $21.4] [added: $23.1] billion of debt.
[removed: During] [added: Beginning in] 2022, [added: and continuing through mid-2023,] interest rates increased significantly and interest rates may continue to increase or remain at higher than recent historical levels in the future.
At December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $4.0] [added: $2.3] billion in variable rate debt, which includes [removed: $200 million on our term loan, $233] [added: $516] million drawn on our revolving credit facility and foreign lines of credit, and an aggregate amount of [removed: $3.5] [added: $1.7] billion outstanding under our U.S. dollar and Euro commercial paper programs.
Based on outstanding debt balances and interest rates at December 31, [removed: 2022,] [added: 2023,] a 1% increase in variable interest rates would result in an increase to annual interest expense of [removed: $40] [added: $23] million.
From time to time, we utilize foreign currency forward contracts and other hedging instruments to mitigate the market value risks associated with [removed: foreign currency-denominated transactions and investments.]
In addition, participants in the financial services, payments and technology industries may merge, create joint ventures or engage in other
We believe that data, and the insights enabled by data, can be used to create or enhance the products and services that we offer to our clients.
As a result, we are using, and expect to continue to expand our use of, artificial intelligence and machine learning.
However, legislation that would govern the development or use of artificial intelligence is under consideration in the U.S. at the state and local level, as well as abroad.
As a result, the ability to use artificial intelligence and machine learning may be constrained by current or future laws, regulatory or self-regulatory requirements.
institution.
In the event of operational failures or damage or disruption to our business due to these occurrences,
other countries, our hardware devices produced in China could be impacted.
establish the Consumer Financial Protection Bureau (“CFPB”).
Changes to applicable financial services laws or regulations could adversely impact our debit network business and other businesses.
In addition, use of AI tools may result in the release of confidential or proprietary information which could limit our ability to protect, or prevent us from protecting, our intellectual property rights.
Our products and services require sophisticated knowledge of the financial services industry, applicable regulatory and industry requirements, computer systems,
These risks may arise for a number of reasons: we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition for acquisitions from other potential acquirers; we may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete acquisitions; we may discover liabilities, deficiencies, or other claims associated with the companies or assets we acquire that were not identified in advance, which may result in significant unanticipated costs; the effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements
and disclosures made or actions taken by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed.
foreign currency-denominated transactions and investments.
In addition, we may incur material foreign currency exchange losses due to the remeasurement of monetary assets and liabilities in highly inflationary economies.
insufficiently promote 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.
The ongoing COVID-19 pandemic has had, and may continue to have, adverse impacts on our business and may amplify many of our other known risks.
The ongoing COVID-19 pandemic and the related government actions taken to prevent the spread of COVID-19 have increased economic uncertainty and financial market volatility and caused a decline in consumer and business confidence, and could 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 subsides.
These and other potential negative impacts relating to the COVID-19 pandemic may also heighten or exacerbate the other risk factors described in this Annual Report on Form 10-K.
reduction in revenue, and significantly impact our clients’ businesses and the customers they serve.
outside of our or our suppliers’ control.
In Europe, we are continuing to assess the implications of the U.K. leaving the E.U. (“Brexit”).
We cannot predict the impact that Brexit, including any future trade agreements, divergence in law or currency fluctuations, will have on our business and our clients, and it is possible that it may adversely affect our operations and financial results.
Certain of our subsidiaries are licensed as money transmitters and are required, among other matters, to demonstrate and maintain certain levels of net worth and liquidity and to file periodic reports.
Our direct-to-consumer payments businesses are subject to state and federal regulations in the U.S., including state money transmission regulations, anti-money laundering regulations, economic and trade sanctions administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) and certain privacy regulations, such as the U.S. Gramm-Leach-Bliley Act.
Our Money Network Financial, LLC subsidiary must meet the requirements of the Financial Crimes Enforcement Network because it is the program manager for various prepaid card programs.
We are also subject to certain economic and trade sanctions programs, including those that are administered by OFAC, which prohibit or restrict transactions to or from, or dealings with, specified countries, their governments, individuals and entities that are specially-designated nationals of those countries, narcotics traffickers and terrorists or terrorist organizations.
Similar anti-money laundering, counter terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified in lists equivalent to OFAC lists in several other countries and require specific data retention obligations to be observed by intermediaries in the payment process.
Our businesses in those jurisdictions are subject to those data retention obligations.
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 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.
The rules of Nacha and the card
Changes to the Dodd-Frank Act or regulations could adversely impact our debit network business.
For example, in 2020, the Court of Justice of the E.U. issued a decision that invalidated the European Commission’s adequacy decision for the E.U.-U.S. Privacy Shield Framework and placed additional safeguards necessary for transfers of personal data to the U.S., requiring companies and regulators to conduct case-by-case analyses to determine whether foreign protections concerning government access to transferred data meet E.U. standards.
Several states also have adopted or proposed new privacy and cybersecurity laws targeting these issues.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
195 rewritten, 134 added, 91 removed, 231 unchanged
This section generally discusses information and results pertaining to the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
Information and discussion of results pertaining to the year ended December 31, [removed: 2020] [added: 2021] not included herein can be found in Part II, “Item 7.
*Management's Discussion and Analysis of Financial Condition and Results of Operations*” of our Annual Report on Form 10-K for fiscal year [removed: 2021,] [added: 2022,] filed with the Securities and Exchange Commission on February [removed: 24, 2022.][added: 23, 2023.]
[removed: In addition, all of our significant accounting policies, including] [added: Our] critical accounting [removed: policies,] [added: policies] are [added: also] summarized in Note 1 to the accompanying consolidated financial statements.
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: 2022] [added: 2023] to the results for the year ended December 31, [removed: 2021.][added: 2022.]
This section provides an analysis of our cash flows and a discussion of our outstanding debt and commitments at December 31, [removed: 2022.][added: 2023.]
These solutions include [removed: POS] merchant acquiring and digital commerce services; mobile payment services; security and fraud protection products; Clover, our cloud-based POS and integrated commerce operating system for small and mid-sized businesses (“SMBs”) and independent software vendors (“ISVs”); and CaratSM, our integrated operating system for large businesses.
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 [removed: institutions,] [added: institutions] and other strategic partners in the form of joint venture alliances, revenue sharing [removed: alliances,] [added: alliances] and referral agreements.
The businesses in our Fintech segment provide financial institutions around the world with [added: the] technology solutions they need to run their operations, including products and services that enable financial institutions to process customer deposit and loan accounts and manage an institution’s general ledger and central information files.
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, [removed: item processing and source capture,] [added: check processing,] and other products and services that support numerous types of financial transactions.
The businesses in [removed: the] [added: our] Payments segment provide financial [removed: institutions,] [added: institutions and] corporate [removed: clients] and [removed: the] public sector [added: clients] 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; and card production and print services.
We frequently review our [removed: portfolio] [added: businesses] to ensure we have the necessary [removed: business] assets to execute our strategy.
We expect to divest businesses that are not in line with our market, product or financial [removed: strategies.]
[removed: *Acquisitions*][added: *Acquisitions of Businesses*]
City POS is included within the Acceptance segment and expands [removed: the reach of] our merchant services business.
On April 1, 2022, we acquired [removed: a] [added: the] remaining [added: majority controlling] ownership interest in Finxact, Inc. (“Finxact”), a developer of cloud-native banking solutions powering digital transformation throughout the financial services sector.
We acquired these businesses in 2022 for an aggregate purchase price of [removed: approximately] $994 million, net of $28 million of acquired cash, and including earn-out provisions estimated at a fair value of $6 million.
[removed: BentoBox] [added: Sled] is included within the Acceptance segment and expands our [removed: Clover dining solutions and commerce and business management] [added: direct payment service] capabilities.
[removed: NetPay] [added: Skytef] is included within the Acceptance segment and expands our [removed: merchant services business.][added: distribution network and POS applications.]
We acquired these businesses in [removed: 2021] [added: 2022] for an aggregate purchase price of [removed: $882] [added: $994] million, net of [removed: $43] [added: $28] million of acquired cash, and including earn-out provisions [added: estimated] at [removed: an aggregate] [added: a] fair value of [removed: $34] [added: $6] million.
[removed: *Dispositions*][added: *Dispositions of Businesses*]
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 [added: of America] (“U.S.”) and India, to a single buyer.
Fiserv Costa Rica, S.A. and SIS were reported primarily within [removed: our] [added: the] Fintech segment.
On September 30, 2022, we sold our Korea operations, which were reported within [removed: our] [added: the] Acceptance segment.
We sold these operations [added: in 2022] for total consideration of $99 million and recognized an aggregate net pre-tax loss on the sales of $83 million.
[removed: We] [added: Effective March 2022, we] mutually agreed with a minority partner to terminate one of our merchant alliance joint [removed: ventures effective March 2022.][added: ventures.]
In conjunction with such termination, the joint venture minority partner elected to exercise its option to purchase certain [added: additional] merchant contracts of the joint venture for $175 million, resulting in the recognition of a pre-tax gain of $137 [removed: million.][added: million during the year ended December 31, 2022.]
Our long-term priorities are to [added: meet our financial commitments;] continue to build high-quality [removed: revenue while meeting our financial commitments;] [added: revenue;] deepen client relationships with an emphasis on digital [removed: channels] [added: solutions] and [removed: payment solutions;] [added: value-added services;] deliver innovation [removed: and integration enabling differentiated value for our clients; and generate integration value, including cost and revenue synergies from acquisitions.]
Merchants are demanding simpler, integrated and flexible systems to [removed: accept payments] [added: enable them to serve customers] and help manage [removed: their] [added: cash flow and] everyday business operations.
When combined with the ever-increasing ways a consumer can pay for goods and services, merchants have sought modern [removed: systems] [added: end-to-end solutions throughout their growth lifecycle] to streamline the complexity.
Additionally, there are numerous software-as-a-service (“SaaS”) solution providers in the industry, many of which have chosen to integrate merchant acquiring into their software as a way to [removed: further monetize their] [added: generate revenue from existing] client relationships.
Such providers are [added: independent software vendors,] typically referred to as ISVs, and we believe there are thousands of these potential distribution partnership opportunities [added: to cross-sell multiple value-added solutions] available to us.
We believe that our merchant acquiring products and solutions create compelling value propositions for merchant clients of all sizes, from small and mid-sized businesses to medium-sized regional businesses to global enterprise [removed: merchants, and across all verticals.][added: merchants.]
[removed: Furthermore, we] [added: We] believe that our sizable and diverse client base, combined with [removed: valued partnerships with merchant acquiring businesses] [added: our position as a leading provider] of [removed: financial] [added: non-discretionary, recurring revenue-based products] and [removed: non-financial institutions of all sizes,] [added: services,] gives us a solid foundation for growth.
These conditions are driving heightened interest in solutions that help financial institutions win and retain customers, generate [removed: incremental] revenue, comply with regulations and enhance operating efficiency.
We expect that financial institutions and other financial technology providers will continue to invest significant capital [removed: and human resources] to process transactions, manage information, maintain regulatory compliance and offer innovative new services to their customers in this rapidly evolving and competitive [removed: environment.][added: environmental shift from traditional to digital banking.]
Our focus on long-term client relationships and recurring, transaction-oriented products and services has [removed: also] reduced the impact that consolidation in the financial services industry has had on us.
Global macroeconomic conditions, including [removed: fluctuations in foreign currency exchange] [added: rising interest] rates, inflation, [added: bank failures,] disruptions in the global supply chain, [added: changes in consumer spending,] the effects of [removed: the ongoing conflict between Russia and Ukraine, the continuing impact of the coronavirus (“COVID-19”) pandemic,] [added: international hostilities] and regulations restricting trade or [removed: that impact] [added: impacting] our ability to offer products or services, could have a material adverse effect on our business, results of operations and financial condition.
In addition, [removed: since 2021,] [added: in recent years,] we have observed increased shortages and delays in the global supply chain for components and inputs necessary to our businesses, such as [added: point-of-sale devices,] semiconductors, paper and plastic, and may experience difficulty procuring those components and inputs in the future on a timely basis or at historical prices.
We are effecting changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution clients.
As a result, we expect to realign our reportable segments to correspond with these organizational changes, which we expect to be completed effective for the quarter ending March 31, 2024.
We continue to allocate resources and assess performance based on the current reportable segment structure.
strategies.
On October 9, 2023, we acquired Skytef Solucões em Captura de Transações Ltda (“Skytef”), a distributor for ISV partners and merchants of our Electronic Funds Transfer payments software.
On November 1, 2023, we acquired Sled S.A. (“Sled”), a provider of instant payment solutions.
We acquired these businesses in Latin America for an aggregate purchase price, including hold-backs, of approximately $17 million.
On July 25, 2023, we sold our financial reconciliation business, which was reported within the Fintech segment, for cash proceeds of $235 million.
We recognized a pre-tax gain of $172 million on the sale during the year ended December 31, 2023.
During the year ended December 31, 2023, we recognized a pre-tax loss of $3 million associated with final working capital adjustments related to the disposition of Fiserv Costa Rica, S.A.
*Other Transactions*
On September 25, 2023, we acquired the remaining 49% ownership interest in European Merchant Services B.V., a Netherlands-based merchant acceptance business, for $56 million.
We previously held a majority controlling financial interest in this subsidiary, which continues to be consolidated and reported within the Acceptance segment.
and integration enabling differentiated value for our clients; and generate integration value, including cost and revenue synergies from acquisitions.
The depth and breadth of our omnichannel solutions, and flexibility to serve clients across various channels and geographies, drives higher product attach rates with new and existing clients across all verticals.
Furthermore, we believe that our strength in distribution, our progress growing software and services, and our value-based pricing as we continue to invest in our operating systems, gives us a solid foundation for growth.
Financial institutions must now be able to serve their customers with tailored solutions, delivered how and when those customers want.
This requires financial institutions to not only process their transactions, but to integrate their products and services to give customers easy access to such integrated solutions, when they need it.
Financial institutions are striving for this single, integrated view of a customer’s activity.
We have invested in integrating our platforms and value-added solutions to make it easy for a client to buy across our full product suite.
While bank failures in early 2023 created uncertainty in the global financial markets, they did not have a material impact on our operating results.
However, future bank failures could impact our receivable collections and cash flows or affect our ability to find merchant alliance partners.
Personal consumption and consumer savings growth in the U.S. are expected to be lower in 2024, which may also negatively impact our business and financial results.
We actively monitor and manage our business in response to these unpredictable geopolitical and market conditions, as they may adversely impact our operations and financial results.
In addition, our operating results in certain foreign countries in which we operate may be adversely impacted by fluctuations in exchange rates for currencies other than the U.S. dollar, including the Euro, British Pound Sterling and Argentine Peso.
The strengthening of the U.S. dollar against certain foreign currencies in countries in which we operate would negatively impact our revenue and earnings.
We also have exposure to risks related to currency devaluation in certain countries, which may negatively impact our international operating results if there is a prolonged devaluation of local currencies relative to the U.S. dollar or if the economic conditions in these countries decline.
While the majority of our revenue is earned domestically, we actively monitor the foreign exchange rate environment in an effort to manage these risks.
The operations of our Argentina subsidiary are experiencing higher interest rates and higher inflation as compared to historical averages.
We expect the anticipated benefits in 2024 of higher transitory revenue from above-average interest and inflation may be offset in whole or in part by foreign currency exchange losses related to a significant devaluation of the Argentine Peso.
Item 1A.
Risk Factors.” For management’s assessment of market risks, including interest rate and foreign currency risks, see “Part II.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.”
We are also required to estimate the useful lives of
period of recognition for each identified performance obligation.
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| Product | | | 3,463 | | | | | | 3,277 | | | | | | | | | | | | 18.1 | | % | | | | 18.5 | | % | | | | | | | | | | 186 | | | | | | 6 | | % | | | | | | | | | |
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The majority of our revenue is generated from recurring account- and transaction-based fees under multi-year contracts that generally have high renewal rates.
Most of the services we provide within our segments are necessary for our clients to operate their businesses and are, therefore, non-discretionary in nature.
On November 22, 2021, we acquired BentoBox CMS, Inc. (“BentoBox”), a digital marketing and commerce platform that helps restaurants connect with their guests.
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 onboarding, customer lifecycle, risk management and settlement capabilities to businesses of all sizes.
On October 1, 2021, we acquired Integrity Payments, LLC (“AIP”), an ISO that promotes payment processing services for merchants and is included within the Acceptance segment.
On June 14, 2021, we acquired Spend Labs Inc. (“SpendLabs”), a mobile-native, cloud-based software provider of commercial card payment solutions.
SpendLabs is included within the Payments segment and 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 ISO that provides payment processing, proprietary technology and payment acceptance solutions for merchants.
Pineapple Payments is included within the Acceptance segment and expands the reach of our payment solutions through its technology- and relationship-led distribution channels.
On March 1, 2021, we acquired Radius8, Inc. (“Radius8”), a technology provider that uses consumer location and other information to drive incremental merchant transactions.
Radius8 is included within the Acceptance segment and enhances our ability to help merchants increase sales, expand mobile application registration and improve one-to-one target marketing.
On January 22, 2021, we acquired a remaining ownership interest in Ondot Systems, Inc. (“Ondot”), a provider of card management and digital experience technology.
Ondot is included within the Payments segment and expands our digital capabilities, enhancing our suite of integrated payments, banking and merchant solutions.
These divestitures were the result of a strategic review of our business portfolio.
We anticipate that we will benefit over the long term from the trend of financial institutions moving from in-house technology to outsourced solutions as they seek to remain current on technology changes in an evolving marketplace.
The number of financial institutions in the United States has declined at a relatively steady rate, primarily as a result of voluntary mergers and acquisitions.
These fees can vary from period to period with the variance depending on the quantum of financial institution merger activity in a given period and whether or not our clients are involved in the activity.
Furthermore, we believe that our sizable and diverse client base, combined with our position as a leading provider of non-discretionary, recurring revenue-based products and services, gives us a solid foundation for growth.
Risk Factors.”
other events specific to our reporting units.
believe is more likely than not to be realized on settlement with the relevant taxing authority.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Product | | | 3,277 | | | | | | 2,919 | | | | | | | | | | | | 18.5 | | % | | | | 18.0 | | % | | | | | | | | | | 358 | | | | | | 12 | | % | | | | | | | | | | | | |
| Other (expense) income | | | (94) | | | | | | 71 | | | | | | | | | | | | (0.5) | | % | | | | 0.4 | | % | | | | | | | | | | (165) | | | | | | n/m | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | | 6,479 | | | | | | | | | 3,022 | | | | | | | | | 5,833 | | | | | | | | | 892 | | | | | | | | | 16,226 | | | | | |
| Revenue growth | | | $ | 813 | | | | | | | | $ | 148 | | | | | | | | $ | 429 | | | | | | | | $ | 121 | | | | | | | | $ | 1,511 | | | | |
| 2021 | | | 1,996 | | | | | | | | | 1,081 | | | | | | | | | 2,557 | | | | | | | | | (3,346) | | | | | | | | | 2,288 | | | | | |
| Operating income growth | | | $ | 325 | | | | | | | | $ | 76 | | | | | | | | $ | 266 | | | | | | | | $ | 785 | | | | | | | | $ | 1,452 | | | | |
| 2021 | | | 30.8 | | % | | | | | | | 35.8 | | % | | | | | | | 43.8 | | % | | | | | | | | | | | | | | | | 14.1 | | % | | | |
The revenue growth of our Clover and Carat operating systems were above pre-COVID-19 pandemic levels and contributed 5% and 1%, respectively, to Acceptance segment growth.
The remaining revenue growth in our Acceptance segment was attributable to higher merchant acquiring payment and transaction volumes across our other merchant acquiring platforms.
The revenue increase was driven by both higher processing revenue and license and termination fee revenue across our Fintech businesses, with each contributing approximately 2% to Fintech revenue growth.
Revenue in our Payments segment increased $429 million, or 7%, in 2022 compared to 2021.
Total expenses in 2022 were relatively consistent compared to 2021.
Cost of processing and services as a percentage of processing and services revenue was favorably impacted in 2022 by approximately 330 basis points from a reduction in acquisition and integration related expenses, as well as strong operating leverage across our businesses, and partially offset by an increase in severance costs of approximately 50 basis points in 2022.
The cost of product as a percentage of product revenue improved in 2022 as a result of higher margin revenue growth.
An excerpt. Shown here: 40 of 195 rewritten, 40 of 134 added and 40 of 91 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
19 rewritten, 13 added, 10 removed, 14 unchanged
[removed: *Interest] [added: Interest] Rate [removed: Risk*][added: Risk]
We had fixed- and variable-rate debt, excluding finance leases and other financing obligations, with varying maturities for an aggregate carrying amount of [removed: $16.8] [added: $20.0] billion and [removed: $4.0] [added: $2.3] billion, respectively, at December 31, [removed: 2022.][added: 2023.]
Our fixed-rate debt at December 31, [removed: 2022] [added: 2023] primarily consisted of fixed-rate senior notes with a fair value of [removed: $15.2] [added: $19.3] billion, based on matrix pricing which considers readily observable inputs of comparable securities.
Our variable-rate debt at December 31, [removed: 2022] [added: 2023] primarily consisted of outstanding U.S. dollar and Euro commercial paper and borrowings on our variable rate [removed: term loan and] foreign lines of credit.
Based on our outstanding debt balances and interest rates at December 31, [removed: 2022,] [added: 2023,] a hypothetical 1% increase in market interest rates related to our variable-rate debt would increase annual interest expense by approximately [removed: $40] [added: $23] million.
This sensitivity analysis assumes the outstanding debt balances at December 31, [removed: 2022] [added: 2023] and the change in market interest rates is applicable for an entire year.
During the year ended December 31, [removed: 2022, the amount of such interest-related income was not material and, therefore,] [added: 2023,] a hypothetical 1% decrease in market interest rates would [removed: not have a significant impact on such income.][added: decrease the annual interest-related income by approximately $34 million.]
This sensitivity analysis [removed: assumes] [added: uses] the [added: average] subscriber fund [added: and intermediary settlement cash] balances [removed: at] [added: during the year ended] December 31, [removed: 2022] [added: 2023] and [added: assumes] the change in market interest rates is applicable for an entire year.
[removed: *Foreign] [added: Foreign] Currency [removed: Risk*][added: Risk]
The remeasurement of monetary assets and liabilities [added: of our Argentina subsidiary] resulted in [added: net pre-tax] foreign currency exchange losses of [removed: $52] [added: $164] million and [removed: $5] [added: $52] million during the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021, respectively, primarily related to Argentina.][added: 2022, respectively.]
Our exposure to foreign currency exchange risks generally arise from our [removed: non-U.S.] [added: international] operations to the extent they are conducted in local currency.
The major currencies to which our revenues are exposed are the Argentine Peso, Brazilian Real, British Pound, [removed: Canadian Dollar,] Euro and Indian Rupee.
A strengthening or weakening of the U.S. [removed: dollar] [added: dollar,] relative to the currencies in which our [removed: revenue and profits are denominated] [added: income is denominated,] by 10% would have resulted in a decrease or increase, respectively, in our reported [removed: pre-tax] [added: operating] income as [removed: follows at December 31:][added: follows:]
| [removed: (In millions)] [added: (In millions)] | | | [added: 2023] | | | | | | 2022 | | | [removed: | | | 2021 | | | | | | | | | | | | | | |]
| Total increase or decrease | | | [removed: | | | | | |] $ | [removed: 28] [added: 52] | | | | | $ | [removed: 39 | | | | | | | | | | | |] [added: 15] | |
At December 31, [removed: 2022,] [added: 2023,] the notional amount of these derivatives was [removed: $346] [added: $443] million, with a fair value of [removed: $(8)] [added: $2] million.
In addition, we maintain fixed-to-fixed cross-currency rate swap contracts to hedge a portion of our net investment in certain subsidiaries whose functional currencies are [added: in] the [removed: Euro.][added: Euro and Singapore Dollar.]
At December 31, [removed: 2022,] [added: 2023,] aggregate notional [added: fixed-to-fixed] cross-currency rate swaps of 400 million [removed: Euro] [added: Euros and 751 million Singapore Dollars] were designated as net investment hedges.
We also designated [added: certain of] our Euro- and British Pound-denominated senior notes and Euro commercial paper notes as net investment hedges to hedge a portion of our net investment in certain subsidiaries whose functional currencies are the Euro and British Pound.
We also earn interest on intermediary settlement cash balances received from agents, payment networks, bank partners, merchants or direct consumers that we hold on behalf of merchants until the funding becomes due to the merchants or payees.
Subscriber funds and intermediary settlement cash balances earning interest averaged $3.4 billion during the year ended December 31, 2023.
The interest earned on subscriber funds and intermediary settlement cash is recorded as a component of total revenue in the consolidated statements of income.
Our risk with regard to interest rate fluctuations is largely mitigated by the offsetting impacts associated with our variable-rate debt and interest earning liquid investments associated with subscriber funds and intermediary settlement cash.
Approximately 15% of our total revenue was generated internationally in 2023.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Year Ended December 31, | | | | | | | | |
| EMEA (Europe, Middle East and Africa) | | | $ | 1 | | | | | $ | 5 | |
| APAC (Asia-Pacific) | | | — | | | | | | 1 | | |
| LATAM (Latin America) | | | 51 | | | | | | 9 | | |
| | | | | | | | | | | | |
Additionally, we maintain fixed-to-fixed cross-currency swap contracts, designated as fair value hedges, to mitigate the spot foreign exchange rate risk on the principal amount of certain foreign currency denominated debt.
Approximately 14% of our total revenue was generated outside the U.S in each of 2022 and 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Argentine Peso | | | | | | | | | $ | 5 | | | | | $ | 4 | | | | | | | | | | | | | |
| Brazilian Real | | | | | | | | | 5 | | | | | | 6 | | | | | | | | | | | | | | |
| British Pound | | | | | | | | | 1 | | | | | | 5 | | | | | | | | | | | | | | |
| Canadian Dollar | | | | | | | | | 5 | | | | | | 4 | | | | | | | | | | | | | | |
| Euro | | | | | | | | | 7 | | | | | | 16 | | | | | | | | | | | | | | |
| Indian Rupee | | | | | | | | | 5 | | | | | | 3 | | | | | | | | | | | | | | |
| Other | | | | | | | | | — | | | | | | 1 | | | | | | | | | | | | | | |
Item 1. Business
69 rewritten, 26 added, 21 removed, 193 unchanged
We are publicly traded on the [removed: NASDAQ Global Select Market] [added: New York Stock Exchange] and part of the S&P 500 Index.
We serve our global client base by working among our geographic teams across various regions, including the United States [added: of America (“U.S.”)] and Canada; Europe, Middle East and Africa; Latin America; and Asia Pacific.
In [removed: 2022,] [added: 2023,] we had [removed: $17.7] [added: $19.1] billion in total revenue, [removed: $3.7] [added: $5.0] billion in operating income and [removed: $4.6] [added: $5.2] billion of net cash provided by operating activities.
Processing and services revenue, which in [removed: 2022] [added: 2023] represented 82% of our total revenue, is primarily generated from account- and transaction-based fees under multi-year contracts that generally have high renewal rates.
| (In millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Total revenue | | | | | | $ | [removed: 17,737] [added: 19,093] | | | | | $ | [removed: 16,226] [added: 17,737] | | | | | $ | [removed: 14,852] [added: 16,226] | |
| Domestic | | | | | | [removed: 86] [added: 85] | | % | | | | 86 | | % | | | | [removed: 87] [added: 86] | | % |
| International [added: (1)] | | | | | | [removed: 14] [added: 15] | | % | | | | 14 | | % | | | | [removed: 13] [added: 14] | | % |
We have grown our business organically and through [removed: acquisitions,] [added: acquisitions] by signing new clients, expanding the products and services we provide to existing clients, offering new and enhanced products and services developed through innovation and acquisition, and extending our capabilities geographically, all of which have enabled us to deliver a wide range of [removed: integrated] products and services and created new opportunities for growth.
The [removed: services] [added: solutions] in this segment include [removed: POS] merchant acquiring and digital commerce services; mobile payment services; security and fraud protection products; Clover, our cloud-based POS and integrated commerce operating system for small and mid-sized businesses (“SMBs”) and independent software vendors (“ISVs”); and Carat℠, our integrated operating system for large businesses.
[removed: We] [added: The businesses in our Acceptance segment] distribute [removed: the] products and services [removed: 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 (“RSAs”), and referral agreements.
Clover is our cloud-based POS and integrated [added: commerce] operating system for SMBs and ISVs designed [removed: to enable businesses to maximize operating effectiveness.][added: for business management.]
The Clover platform includes hardware and software technology necessary to enable SMB merchants [added: 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 software-as-a-service (“SaaS”) applications, [added: along with value-added solutions,] Clover has become a leader in enabling omnichannel commerce solutions for SMBs and ISVs, with touchless commerce through QR code-based payments, online ordering solutions, and virtual terminals.
We also offer small business owners [removed: advance] access to capital through our Clover Capital cash advance program.
Through this integrated operating system, [removed: a variety of] [added: numerous] payment and commerce solutions can be accessed, including payment acceptance, payments optimization, network routing, fraud detection, online electronic benefits transfers and digital payouts.
We also provide marketing services, data analytics and other tools that enable partners to further expand their businesses [removed: through] [added: in] local communities, [removed: e-commerce channels and] specific industry [removed: verticals.][added: verticals, and through e-commerce channels.]
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, [removed: item processing and source capture,] [added: check processing,] and other products and services that support numerous types of financial transactions.
[removed: *Account Processing*][added: *Core Account Processing Solutions*]
These solutions also include security, report generation and other features that financial institutions need to process transactions for their [removed: customers, as well as to facilitate compliance with applicable regulations.][added: customers.]
The principal account processing solutions used by our depository institution clients are [added: Finxact,] Cleartouch®, DNA®, Precision®, Premier®, Signature® and Portico®.
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 [added: mobile, merchant and ATM.]
[removed: *Financial Risk Management] [added: *Digital Financial] Solutions*
Our [removed: Deposit Liquidity] [added: deposit liquidity] solutions enable our clients to retain, monetize and grow their deposit account base while analyzing customer demand and [removed: providing for] [added: enabling] customer short-term liquidity.
Our [removed: commercial payments] [added: enterprise payment] solutions [removed: provide] [added: products and services enable operating efficiencies and management insight by providing] financial institutions with the infrastructure they need to process, route and settle non-card-based electronic payments, including Automated Clearing House (“ACH”), wire and instant payments, and to efficiently manage associated information flows.
Our [removed: Digital Efficiency] [added: decision management] solutions include [removed: Nautilus® (a] [added: Nautilus®, a] content management [removed: product), Frontier™ (a reconciliation product)] [added: 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 [added: legacy] technology or as a stand-alone comprehensive modern payments platform.
Our [removed: Digital Solutions] [added: digital financial solutions] business includes Experience Digital (“XD”), our principal consumer and business digital banking platform, which includes our [removed: Abiliti℠,] [added: Configure™,] Architect™, Corillian [removed: Online® and] [added: Online®,] Mobiliti™ [added: and Create™] products.
The businesses in our Payments segment provide financial [removed: institutions,] [added: institutions and] corporate [removed: clients] and [removed: the] public sector [added: clients] 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 such as funds access, debit payments, cardless ATM access and surcharge-free ATM networks;] security and fraud protection products; 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, [removed: real-time payments,] electronic billing, and security and fraud protection products.
Clients of the Payments segment businesses [removed: represent] [added: reflect] a wide range of [removed: industries around the world,] [added: industries,] including merchants, [removed: financial institutions and] distribution partners [added: and financial institutions customers] in our other segments.
[removed: *Network] [added: *Debit] and [removed: Debit] [added: Network] Processing*
Our [removed: network and] debit [added: and network] processing business [removed: is a leader in electronic funds transfer services and] provides a comprehensive payments solution through a variety of products and services.
Our debit processing also provides [removed: a range of] security, risk and fraud management solutions, which incorporate machine-learning-based predictive technology, that help financial institutions securely operate and grow their business by preventing fraud.
[removed: In 2021, we introduced] Credit Choice, a fully managed credit card issuing-as-a-service [removed: solution which] [added: solution,] allows community financial institutions to offer their customers a branded credit card that is [removed: fully] integrated into their debit solutions without the operational burden of managing their own credit card portfolio.
Our VisionPLUS® software is used [removed: globally] [added: outside of the U.S.] as both a processing solution and a licensed software solution that enables some clients to process transactions on their own.
[removed: Account holders] of the Money Network Electronic Payroll Delivery Service have access to a Money Network Card, Money Network Checks and a robust mobile app to manage their account anytime, anywhere.
Financial Institution Regulations. Because a number of our businesses provide services to regulated financial institutions, we are [added: a significant service provider under the Bank Service Company Act and as such we are] subject to examination by the U.S. Federal [removed: Financial Institutions Examination Council (“FFIEC”).][added: Banking Agencies, which is comprised of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency.]
The FFIEC is a formal interagency body empowered to [removed: examine significant service providers to] [added: standardize and promote uniformity in supervision of] financial institutions.
We have operations and offices located both within the U.S. and Canada, and internationally.
Revenue from products and services as a percentage of total revenue were as follows:
| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |
(1) Represents revenue in the following international regions: EMEA (Europe, Middle East and Africa), LATAM (Latin America) and APAC (Asia-Pacific).
We are relocating our global headquarters location to Milwaukee, Wisconsin in March 2024.
*Enterprise Payment Solutions*
Our enterprise payment solutions business includes our Payments Exchange platform, which provides multiple payment capabilities, including domestic and international wire transfers and real time payments connection to the FedNow Service and RTP Network.
Enterprise Payments Platform is a multi-entity, multi-country, multi-currency, multi-clearings, single payments platform processing all payment types, connecting financial institutions to clearings and correspondents wherever they operate.
PEP+ is another enterprise payment solutions offering, which is a mainframe system that allows financial institutions to automatically receive and originate electronic payments through the ACH network in a straight-through processing manner.
We own and operate the Accel®, STAR® and MoneyPass® networks, which provide access to funds for debit card purchases through any physical and online channel, with or without a PIN/signature; and support transactions at ATMs, with or without a surcharge, including CardFree Cash℠.
These networks are available to all issuers and merchants in the U.S.
In addition, CashFlow Central℠, an integrated digital payment and cash flow management experience, enables financial institutions to better meet the payments needs of small businesses.
Account holders
Segment Realignment
We are effecting changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution clients.
As a result, we expect to realign our reportable segments to correspond with these organizational changes, which we expect to be completed effective for the quarter ending March 31, 2024.
We continue to allocate resources and assess performance based on the current reportable segment structure.
In addition, we use our data and artificial intelligence (“AI”) to help us create new products and services and to enhance existing ones.
We currently use AI in a variety of ways, including to enable higher quality customer service experiences, platform analytics, and fraud mitigation across a number of solutions.
We are regulated based on the uniform principles, standards, and guidance created by the Federal Financial Institutions Examination Council (“FFIEC”).
We are also subject to the
There are also additional obligations that apply to us by virtue of the fact that we provide services in the financial services industry or are considered to be providing critical infrastructure to our clients.
Examples of these are the SOCI Act in Australia, the EBA Outsourcing Requirements in the E.U. and the CERT-In obligations in India.
In 2023, 92% of our associates participated in our engagement survey.
Among other positive outcomes, we received a score of 87% favorable on “trust,” which is the highest ranked item on the survey, and scores within the top decile across benchmarks.
We also continue to score above average on our benchmark with respect to associates’ belief that Fiserv has created an inclusive environment where people of diverse backgrounds can succeed.
We have operations and offices located both within the United States (the “U.S.” or “domestic”) and outside of the U.S. (“international”) with revenues from domestic and international products and services as a percentage of total revenue as follows for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | |
On October 27, 2022, we announced that we plan to relocate our global headquarters location to Milwaukee, Wisconsin in 2023.
to accept payments, process transactions, provide online ordering, maintain an e-commerce presence, and generate consumer loyalty through Clover’s customer engagement tools.
In 2022, we acquired Finxact, Inc. (“Finxact”) to enhance our digital banking offerings.
mobile, merchant and ATM.
Our Financial Risk Management Solutions products and services deliver operating efficiencies and management insight that enable our clients to protect, manage and grow their businesses.
*Digital Solutions*
Our Originate℠ suite of products includes SecureNow™, Credit Sense℠ and LinkLive and enables digital account opening and loan origination services that support multi-channel strategies for financial institutions.
Originate is designed to be a single point of origination that qualifies users across a wide range of digital opening and lending opportunities.
SecureNow delivers real-time cybersecurity defense capability, integrating industry-leading controls into a single product.
Credit Sense helps customers instantly access and monitor credit scores and enables digital marketing offers.
LinkLive is a cloud-based multimedia communications solution that includes video communication, online chat and secure messaging, enabling customer engagement and servicing automation.
These applications are pre-integrated with our XD platform for rapid deployment to improve digital experiences.
We own and operate the Accel®, MoneyPass® and STAR® networks, which provide access to funds at the point-of-sale and ATMs using CardFree Cash℠ and chip and traditional magnetic stripe cards.
Our networks’ POS support delivers comprehensive coverage of PIN and PIN-less authentication support at physical and e-commerce merchants domestically.
The member agencies of the
We are also subject to examination by the first three of these agencies which refer to themselves as the Federal Banking Agencies when acting together.
We also have a subsidiary that engages in trust activities and is subject to regulation, examination and oversight by the Division of Banking of the Colorado Department of Regulatory Agencies.
We are also subject to the separate security breach notification laws of each of the 50 states, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands.
There are numerous additional privacy laws and
An excerpt. Shown here: 40 of 69 rewritten, all 26 added and all 21 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2023 filing and the FY2022 filing.
Cover and table of contents
34 rewritten, 4 added, 2 removed, 95 unchanged
| For the fiscal year ended: | | | December 31, [removed: 2022] [added: 2023] | | | | | |
| Common Stock, par value $0.01 per share | | | | | | [removed: FISV] [added: FI] | | | | | | The [removed: NASDAQ] [added: New York] Stock [removed: Market LLC] [added: Exchange] | | |
| 1.125% Senior Notes due 2027 | | | | | | [removed: FISV27] [added: FI27] | | | | | | The [removed: NASDAQ] [added: New York] Stock [removed: Market LLC] [added: Exchange] | | |
| 1.625% Senior Notes due 2030 | | | | | | [removed: FISV30] [added: FI30] | | | | | | The [removed: NASDAQ] [added: New York] Stock [removed: Market LLC] [added: Exchange] | | |
| 2.250% Senior Notes due 2025 | | | | | | [removed: FISV25] [added: FI25] | | | | | | The [removed: NASDAQ] [added: New York] Stock [removed: Market LLC] [added: Exchange] | | |
| 3.000% Senior Notes due 2031 | | | | | | [removed: FISV31] [added: FI31] | | | | | | The [removed: NASDAQ] [added: New York] Stock [removed: Market LLC] [added: Exchange] | | |
The aggregate market value of the common stock of the registrant held by non-affiliates as of June 30, [removed: 2022] [added: 2023] (the last trading day of the second fiscal quarter) was [removed: $55,896,739,541] [added: $76,750,418,162] 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: 17, 2023] [added: 16, 2024] was [removed: 628,126,357.][added: 590,402,536.]
Part III of this report incorporates information by reference to the registrant’s proxy statement for its [removed: 2023] [added: 2024] 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: 2022.][added: 2023.]
| Item 1. | | | [removed: [Business](#idbe4e59af70d454da4673c9e2e634e04_16)] [added: [Business](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_16)] | | | [removed: [2](#idbe4e59af70d454da4673c9e2e634e04_16)] [added: [2](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_16)] | | | | | |
| Item 1A. | | | [Risk [removed: Factors](#idbe4e59af70d454da4673c9e2e634e04_19)] [added: Factors](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_19)] | | | [removed: [11](#idbe4e59af70d454da4673c9e2e634e04_19)] [added: [11](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_19)] | | | | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#idbe4e59af70d454da4673c9e2e634e04_22)] [added: Comments](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_22)] | | | [removed: [21](#idbe4e59af70d454da4673c9e2e634e04_22)] [added: [21](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_22)] | | | | | |
| Item 2. | | | [removed: [Properties](#idbe4e59af70d454da4673c9e2e634e04_25)] [added: [Properties](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_25)] | | | [removed: [21](#idbe4e59af70d454da4673c9e2e634e04_25)] [added: [22](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_25)] | | | | | |
| Item 3. | | | [Legal [removed: Proceedings](#idbe4e59af70d454da4673c9e2e634e04_28)] [added: Proceedings](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_28)] | | | [removed: [21](#idbe4e59af70d454da4673c9e2e634e04_28)] [added: [22](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_28)] | | | | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#idbe4e59af70d454da4673c9e2e634e04_31)] [added: Disclosures](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_31)] | | | [removed: [21](#idbe4e59af70d454da4673c9e2e634e04_31)] [added: [23](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_31)] | | | | | |
| | | | [Information About Our Executive [removed: Officers](#idbe4e59af70d454da4673c9e2e634e04_34)] [added: Officers](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_34)] | | | [removed: [22](#idbe4e59af70d454da4673c9e2e634e04_34)] [added: [24](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_34)] | | | | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idbe4e59af70d454da4673c9e2e634e04_40)] [added: Securities](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_40)] | | | [removed: [23](#idbe4e59af70d454da4673c9e2e634e04_40)] [added: [25](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_40)] | | | | | |
| Item 6. | | | [removed: [\[Reserved\]](#idbe4e59af70d454da4673c9e2e634e04_43)] [added: [\[Reserved\]](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_43)] | | | [removed: [24](#idbe4e59af70d454da4673c9e2e634e04_43)] [added: [26](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_43)] | | | | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idbe4e59af70d454da4673c9e2e634e04_49)] [added: Operations](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_49)] | | | [removed: [24](#idbe4e59af70d454da4673c9e2e634e04_49)] [added: [26](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_49)] | | | | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idbe4e59af70d454da4673c9e2e634e04_52)] [added: Risk](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_94)] | | | [removed: [40](#idbe4e59af70d454da4673c9e2e634e04_52)] [added: [43](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_94)] | | | | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idbe4e59af70d454da4673c9e2e634e04_55)] [added: Data](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_97)] | | | [removed: [42](#idbe4e59af70d454da4673c9e2e634e04_55)] [added: [45](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_97)] | | | | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idbe4e59af70d454da4673c9e2e634e04_157)] [added: Disclosure](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_196)] | | | [removed: [95](#idbe4e59af70d454da4673c9e2e634e04_157)] [added: [96](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_196)] | | | | | |
| Item 9A. | | | [Controls and [removed: Procedures](#idbe4e59af70d454da4673c9e2e634e04_160)] [added: Procedures](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_199)] | | | [removed: [95](#idbe4e59af70d454da4673c9e2e634e04_160)] [added: [96](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_199)] | | | | | |
| Item 9B. | | | [Other [removed: Information](#idbe4e59af70d454da4673c9e2e634e04_166)] [added: Information](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_205)] | | | [removed: [97](#idbe4e59af70d454da4673c9e2e634e04_166)] [added: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_205)] | | | | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idbe4e59af70d454da4673c9e2e634e04_169)] [added: Inspections](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_208)] | | | [removed: [97](#idbe4e59af70d454da4673c9e2e634e04_169)] [added: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_208)] | | | | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idbe4e59af70d454da4673c9e2e634e04_175)] [added: Governance](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_214)] | | | [removed: [97](#idbe4e59af70d454da4673c9e2e634e04_175)] [added: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_214)] | | | | | |
| Item 11. | | | [Executive [removed: Compensation](#idbe4e59af70d454da4673c9e2e634e04_178)] [added: Compensation](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_217)] | | | [removed: [97](#idbe4e59af70d454da4673c9e2e634e04_178)] [added: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_217)] | | | | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idbe4e59af70d454da4673c9e2e634e04_181)] [added: Matters](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_220)] | | | [removed: [97](#idbe4e59af70d454da4673c9e2e634e04_181)] [added: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_220)] | | | | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idbe4e59af70d454da4673c9e2e634e04_184)] [added: Independence](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_223)] | | | [removed: [98](#idbe4e59af70d454da4673c9e2e634e04_184)] [added: [99](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_223)] | | | | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#idbe4e59af70d454da4673c9e2e634e04_187)] [added: Services](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_226)] | | | [removed: [98](#idbe4e59af70d454da4673c9e2e634e04_187)] [added: [99](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_226)] | | | | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#idbe4e59af70d454da4673c9e2e634e04_193)] [added: Schedules](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_232)] | | | [removed: [99](#idbe4e59af70d454da4673c9e2e634e04_193)] [added: [100](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_232)] | | | | | |
| Item 16. | | | [Form 10-K [removed: Summary](#idbe4e59af70d454da4673c9e2e634e04_202)] [added: Summary](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_241)] | | | [removed: [102](#idbe4e59af70d454da4673c9e2e634e04_202)] [added: [103](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_241)] | | | | | |
Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future [removed: development] [added: development, outlook,] or similar expression, and can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “could,” “should,” [added: “confident,” “likely,” “plan,”] or words of similar meaning.
The factors that may affect our results include, among others, the 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 [removed: continuing] impact of [removed: 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 [removed: business] [added: business,] including disruptions caused by other participants in the global financial system; losses due to chargebacks, refunds or returns as a result of fraud or the failure of our vendors and merchants to satisfy their obligations; changes in local, regional, national and international economic or political conditions, including those resulting from heightened inflation, rising interest rates, a recession, [added: bank failures,] or intensified international hostilities, and the impact they may have on us and our [removed: customers;] [added: employees, clients, vendors, supply chain, operations and sales;] 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; [added: the impact of] our [added: 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 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: 2022] [added: 2023] and in other documents that we file with the Securities and Exchange [removed: Commission.][added: Commission, which are available at http://www.sec.gov.]
| 4.500% Senior Notes due 2031 | | | | | | FI31A | | | | | | The New York Stock Exchange | | |
| Item 1C. | | | [Cybersecurity](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_2297) | | | [21](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_22) | | | | | |
| | | | | | | | | | | | |
| | | | [Signatures](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_244) | | | [104](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_244) | | | | | |
| 0.375% Senior Notes due 2023 | | | | | | FISV23 | | | | | | The NASDAQ Stock Market LLC | | |
| | | | [Signatures](#idbe4e59af70d454da4673c9e2e634e04_205) | | | [103](#idbe4e59af70d454da4673c9e2e634e04_205) | | | | | |
Item 1C. Cybersecurity
0 rewritten, 42 added, 0 removed, 0 unchanged
New section this year
Enterprise Risk Management
We maintain an enterprise risk management (“ERM”) program designed to systematically identify and manage risk including risk from cybersecurity threats.
The risk committee of the board of directors oversees our ERM program and it is reviewed annually by both the risk and audit committees of the board of directors.
The risk committee also monitors and reports to the board regarding issues arising with respect to the risk governance structure and performance of the risk management function.
The board, as a whole and through its committees, regularly engages with the Chief Risk Officer, management and outside advisors to identify, assess and manage risks of the company and to ensure the risk management function has the appropriate resources and authority to fulfill its responsibilities.
An executive risk committee, comprised of senior leaders of our lines of business and corporate functions, provides executive level accountability for the ERM program.
On an ongoing basis, we identify, categorize, assess, monitor and respond to business risks.
We consider the various ways in which risks may affect our business by measuring the impact of those risks against a consistent set of criteria, which include the potential impact to our operations, financial performance, clients, technology, reputation, business strategy and regulatory environment.
The risk committee of the board of directors reviews and approves a list of top enterprise risks and the risk appetite relating to such risks.
Among the top risks included in our ERM program is cybersecurity risk.
Response plans are developed, tracked and implemented for residual risks that are above the acceptable tolerance level.
Cybersecurity Risk
Management’s Role in Cybersecurity
Our global cybersecurity services team is responsible for assessing our technology environment, identifying emerging cybersecurity threats and evolving cybersecurity threat capabilities, and implementing business processes and technical defenses to safeguard our technology environment and services.
Our management has established a cybersecurity and technology risk committee focused on managing cybersecurity and technology risk and implementing cybersecurity and technology plans, strategies and objectives.
The committee is chaired by the Deputy Chief Information Security Officer, who reports to the Chief Operating Officer through our Chief Information Security Officer, and is comprised of senior business, cybersecurity, and technology leaders responsible for delivering our products and services.
Our cybersecurity program is designed to enable us to detect and respond to cybersecurity incidents, continually improve the effectiveness of our cybersecurity controls, and dynamically respond to the evolving threat landscape.
Our cybersecurity operation center monitors our environment to detect cybersecurity incidents, identifies suspicious activities or unusual behaviors, and responds with the objective of minimizing potential impact to operations.
We use various security technologies and controls and modern analytics designed to detect, prevent and respond to cybersecurity threats.
Our global cybersecurity services team collects intelligence from the private and public sector related to cybersecurity threats, emerging adversarial campaigns and vulnerabilities.
The global cybersecurity services team uses this information, along with internal intelligence and analytics, to evaluate the potential cybersecurity threats and develop security strategies to reduce risk and improve response.
We maintain a global cybersecurity policy that incorporates recognized industry standards from the National Institute of Standards and Technology including the Cybersecurity Framework and Special Publication 800-53 Security and Privacy Controls for Information Systems and Organizations as well as various security certifications.
Our employees play a vital role in protecting our and our clients’ data.
We provide regular, mandatory training for our employees regarding cybersecurity threats to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
The traditional requirement for associate cybersecurity training is complemented by frequent security education and awareness campaigns.
Each month, we feature a different security topic such as data loss prevention, phishing and ransomware.
We also maintain a third-party risk management program to identify, assess, mitigate and monitor risks associated with third parties’ software and services that we utilize.
Our Chief Information Security Officer has served in various senior roles in information technology and information security, in both the public and private sector, for over two decades and maintains a Certified Chief Information Security Officer professional certification.
Similarly, the other members of our global cybersecurity services team have cybersecurity training and experience in both the public, including military and law enforcement, and private sectors and maintain various certifications in relevant subjects.
Board Oversight
The board of directors maintains primary oversight of the company’s strategic, operational and financial risks, including cybersecurity risks.
The risk committee of the board of directors assists the board in its oversight of such risks and is primarily responsible for oversight of cybersecurity risks.
The risk committee regularly reviews and discusses with management the current cybersecurity threat landscape, emerging trends and developments, and the company’s guidelines, policies and processes for monitoring, managing, and mitigating cybersecurity risks.
The board and the risk committee receive regular presentations and reports from management as well as outside experts on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technology trends and information security considerations arising with respect to our peers and third parties.
On an annual basis, the board and the risk committee discuss our approach to cybersecurity risk management with our Chief Risk Officer, Chief Compliance Officer and Chief Information Officer, among others.
The board and the risk committee receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.
Impact of Cybersecurity Threats
Our results of operations and financial condition have not been materially affected by cybersecurity threats or incidents to date.
However, to assess, identify, and manage material risks from cybersecurity threats, including as a result of previous cybersecurity incidents, we have invested and expect to continue to invest significant resources to maintain and enhance our information security and controls or to investigate and mitigate security vulnerabilities.
As a result, cybersecurity threats and other technological risks involving our systems have materially affected our business strategy and processes.
An excerpt. Shown here: all 0 rewritten, 40 of 42 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. Cybersecurity in the FY2023 filing.
Item 2. Properties
2 rewritten, 0 added, 0 removed, 3 unchanged
At December 31, [removed: 2022,] [added: 2023,] we owned [removed: 19] [added: 18] and leased [removed: 141] [added: 117] properties globally.
These locations are used for operational, [added: data center,] sales, management and administrative purposes.
Item 4. Mine Safety Disclosures
10 rewritten, 9 added, 12 removed, 22 unchanged
The names of our executive officers as of February [removed: 23, 2023,] [added: 22, 2024,] together with their ages, positions and business experience are described below:
| Frank J. Bisignano | | | [removed: 63] [added: 64] | | | Chairman, President and Chief Executive Officer | | |
| Guy Chiarello | | | [removed: 63] [added: 64] | | | Chief Operating Officer | | |
| Robert W. Hau | | | [removed: 57] [added: 58] | | | Chief Financial Officer | | |
| Adam L. Rosman | | | [removed: 57] [added: 58] | | | Chief Administrative Officer and Chief Legal Officer | | |
*Mr. Bisignano* has served as Chairman of the Board since [removed: May] 2022, Chief Executive Officer since 2020 and a director and President since 2019.
*Mr. Chiarello* has served as Chief Operating Officer since 2021 and previously served as Chief Administrative Officer [removed: since 2019.][added: from 2019 to 2021.]
[removed: Prior to] [added: Before] joining Fiserv, Mr. Rosman was general counsel of OneMain Financial, a consumer lender, from 2020 to 2021.
Before joining First [removed: Data,] [added: Data Corporation,] Mr. Rosman was group general counsel of Willis Group Holdings plc, a multinational risk advisor, insurance [removed: brokerage] [added: brokerage,] and reinsurance brokerage company, from 2012 to [removed: 2014] [added: 2014,] and deputy general counsel from 2009 to 2012.
Mr. Rosman also previously served as an assistant [removed: United States] [added: U.S.] attorney and as deputy assistant to the president and deputy staff secretary for President William J.
| John Gibbons | | | 64 | | | Head of Financial Institutions Group | | |
| Jennifer LaClair | | | 52 | | | Head of Global Business Solutions | | |
| | | | | | | | | |
*Mr. Gibbons* has served as Head of the Financial Institutions Group since October 2023, and previously served as Co-Head of the Financial Institutions Group since March 2023 and Head of the Europe, Middle East, and Africa (EMEA) region since joining Fiserv in 2019 as a part of the acquisition of First Data Corporation, where he served as Head of the EMEA region since 2018.
Before joining First Data Corporation, Mr. Gibbons led global transaction banking at Deutsche Bank, a global financial services firm, from 2016 to 2018, and served in various leadership roles at JPMorgan Chase & Co., a global financial services firm, from 2011 to 2016, including as regional executive for EMEA and global head of banks and broker dealers for treasury services.
*Ms. LaClair* has served as Head of Global Business Solutions since January 2024 and previously served as Chief Revenue Officer since July 2023.
Before joining Fiserv, Ms. LaClair served as chief financial officer of Ally Financial, a digital-only bank and national retail auto lender, from 2017 to 2022.
From 2007 to 2017, Ms. LaClair held multiple leadership roles at PNC Financial Services, including chief financial officer for all businesses spanning consumer, commercial and corporate banking, mortgage, and asset management, and head of PNC’s business bank, including merchant services.
Prior to that, from 2001 to 2007, Ms. LaClair worked at McKinsey & Company, where she was a strategy consultant and practice manager for the North America operations practice.
| Christopher M. Foskett | | | 65 | | | Chief Revenue Officer | | |
| Suzan Kereere | | | 57 | | | Executive Vice President, Head of Global Business Solutions | | |
*Mr. Foskett* has served as Chief Revenue Officer since 2021 and previously served as Executive Vice President, Global Sales since 2019.
Mr. Foskett joined Fiserv as part of the acquisition of First Data 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.
He joined First Data Corporation in 2014 as head of global, strategic and national accounts.
From 2011 to 2014, Mr. Foskett served as managing director, head of North American treasury services and global head of sales for treasury services at JPMorgan Chase & Co., a global financial services firm.
From 2009 to 2011, he was managing director, global head of financial institutions at National Australia Bank, an Australian financial institution.
From 1991 to 2008, Mr. Foskett was managing director in Citigroup’s Corporate & Investment Bank leading several global businesses.
Prior to that, he was employed by Goldman Sachs & Co. and Merrill Lynch & Co. focusing on mergers and acquisitions.
*Ms. Kereere* has served as Executive Vice President, Head of Global Business Solutions since December 2021 after joining the company as its Chief Growth Officer in June 2021.
Prior to joining Fiserv, Ms. Kereere held several senior management roles at Visa Inc., a global payments technology company, including global head of merchant sales and acquiring from 2018 to 2021, head of Europe merchant sales and acquiring from 2017 to 2018 and head of the global merchant client group from 2016 to 2017.
From 1996 to 2016, Ms. Kereere held various leadership positions at American Express Company, a global integrated payments company, including head of U.S. national merchant business and head of global network business.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
9 rewritten, 10 added, 18 removed, 16 unchanged
[removed: Our common stock is traded on the NASDAQ Global Select Market under the symbol “FISV.”] At December 31, [removed: 2022,] [added: 2023,] our common stock was held by [removed: 1,591] [added: 1,538] 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: 2022:][added: 2023:]
(1)On [removed: November 19, 2020 and] February 22, 2023, our board of directors authorized the purchase of up to [removed: 60.0 million and] 75.0 million shares of our common [removed: stock, respectively.][added: stock.]
The following graph compares the cumulative total shareholder return on our common stock for the five years ended December 31, [removed: 2022] [added: 2023] with the S&P 500 [added: Index, the S&P 500 Financials] 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 [added: September 21, 2020.]
The graph assumes that $100 was invested on December 31, [removed: 2017] [added: 2018] in our common stock and each index and that all dividends were reinvested.
[removed: ][added: ]
| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |
| NASDAQ US Benchmark Transaction Processing Services Index | | | 100 | | | | | | [removed: 107] [added: 139] | | | | | | [removed: 149] [added: 187] | | | | | | [removed: 199] [added: 178] | | | | | | [removed: 190] [added: 139] | | | | | | [removed: 148] [added: 169] | | |
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “FI.” On June 7, 2023, we transferred the listing of our common stock to the NYSE from the NASDAQ Global Select Market, where it had previously traded under the symbol “FISV”.
| October 1-31, 2023 | | | | | | 3,300,000 | | | | | | $ | 113.22 | | | | | 3,300,000 | | | | | | 57,243,104 | | |
| November 1-30, 2023 | | | | | | 2,330,468 | | | | | | 122.71 | | | | | | 2,330,468 | | | | | | 54,912,636 | | |
| December 1-31, 2023 | | | | | | 2,933,402 | | | | | | 133.08 | | | | | | 2,933,402 | | | | | | 51,979,234 | | |
| Total | | | | | | 8,563,870 | | | | | | | | | | | | 8,563,870 | | | | | | | | |
This authorization does not expire.
In connection with the transfer of the listing of our common stock to the New York Stock Exchange from the NASDAQ Global Select Market in 2023, we believe the S&P 500 Financials Index is a more appropriate published industry index for comparison purposes going forward as it contains a number of our peers.
| Fiserv, Inc. | | | $ | 100 | | | | | $ | 157 | | | | | $ | 155 | | | | | $ | 141 | | | | | $ | 138 | | | | | $ | 181 | |
| S&P 500 Index | | | 100 | | | | | | 131 | | | | | | 156 | | | | | | 200 | | | | | | 164 | | | | | | 207 | | |
| S&P 500 Financials Index | | | 100 | | | | | | 132 | | | | | | 130 | | | | | | 175 | | | | | | 157 | | | | | | 176 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | |
Item 8. Financial Statements and Supplementary Data
622 rewritten, 237 added, 242 removed, 951 unchanged
| [Consolidated Statements of [removed: Income](#idbe4e59af70d454da4673c9e2e634e04_58)] [added: Income](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_100)] | | | [removed: [43](#idbe4e59af70d454da4673c9e2e634e04_58)] [added: [46](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_100)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#idbe4e59af70d454da4673c9e2e634e04_61)] [added: Income](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_103)] | | | [removed: [44](#idbe4e59af70d454da4673c9e2e634e04_61)] [added: [47](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_103)] | | |
| [Consolidated Balance [removed: Sheets](#idbe4e59af70d454da4673c9e2e634e04_64)] [added: Sheets](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_109)] | | | [removed: [45](#idbe4e59af70d454da4673c9e2e634e04_64)] [added: [48](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_109)] | | |
| [Consolidated Statements of [removed: Equity](#idbe4e59af70d454da4673c9e2e634e04_67)] [added: Equity](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_112)] | | | [removed: [46](#idbe4e59af70d454da4673c9e2e634e04_67)] [added: [49](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_112)] | | |
| [Consolidated Statements of Cash [removed: Flows](#idbe4e59af70d454da4673c9e2e634e04_70)] [added: Flows](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_115)] | | | [removed: [47](#idbe4e59af70d454da4673c9e2e634e04_70)] [added: [50](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_115)] | | |
| [Notes to Consolidated Financial [removed: Statements](#idbe4e59af70d454da4673c9e2e634e04_73)] [added: Statements](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_118)] | | | [removed: [48](#idbe4e59af70d454da4673c9e2e634e04_73)] [added: [51](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_118)] | | |
| [Schedule II - Valuation and Qualifying [removed: Accounts](#idbe4e59af70d454da4673c9e2e634e04_151)] [added: Accounts](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_190)] | | | [removed: [91](#idbe4e59af70d454da4673c9e2e634e04_151)] [added: [92](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_190)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#idbe4e59af70d454da4673c9e2e634e04_154)] [added: Firm](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_193)] (PCAOB ID No. 34) | | | [removed: [92](#idbe4e59af70d454da4673c9e2e634e04_154)] [added: [93](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_193)] | | |
[removed: | (In] [added: (In] millions, except per share [removed: data) | | | | | | | | | | | | | | | | | | | | |][added: data)]
| Year Ended December [removed: 31,] [added: 31, 2022] | | | | | | [removed: 2022] | | | | | | [removed: 2021] | | | | | | [removed: 2020] | | | [added: | | | | | |]
| Processing and services (1) | | | | | | $ | [removed: 14,460] [added: 15,630] | | | | | $ | [removed: 13,307] [added: 14,460] | | | | | $ | [removed: 12,215] [added: 13,307] | |
| Product | | | | | | [removed: 3,277] [added: 3,463] | | | | | | [removed: 2,919] [added: 3,277] | | | | | | [removed: 2,637] [added: 2,919] | | |
| Total revenue | | | | | | [removed: 17,737] [added: 19,093] | | | | | | [removed: 16,226] [added: 17,737] | | | | | | [removed: 14,852] [added: 16,226] | | |
| Cost of processing and services | | | | | | [removed: 5,771] [added: 5,332] | | | | | | [removed: 6,084] [added: 5,771] | | | | | | [removed: 5,841] [added: 6,084] | | |
| Cost of product | | | | | | [removed: 2,221] [added: 2,338] | | | | | | [removed: 2,044] [added: 2,221] | | | | | | [removed: 1,971] [added: 2,044] | | |
| Selling, general and administrative | | | | | | [removed: 6,059] [added: 6,576] | | | | | | [removed: 5,810] [added: 6,059] | | | | | | [removed: 5,652] [added: 5,810] | | |
| Net gain on sale of businesses and other assets | | | | | | [removed: (54)] [added: (167)] | | | | | | [removed: —] [added: (54)] | | | | | | [removed: (464)] [added: —] | | |
| Total expenses | | | | | | [removed: 13,997] [added: 14,079] | | | | | | [removed: 13,938] [added: 13,997] | | | | | | [removed: 13,000] [added: 13,938] | | |
| Operating income | | | | | | [removed: 3,740] [added: 5,014] | | | | | | [removed: 2,288] [added: 3,740] | | | | | | [removed: 1,852] [added: 2,288] | | |
| Interest expense, net | | | | | | [removed: (733)] [added: (976)] | | | | | | [removed: (693)] [added: (733)] | | | | | | [removed: (709)] [added: (693)] | | |
| Other (expense) [removed: income] [added: income, net] | | | | | | [removed: (94)] [added: (140)] | | | | | | [removed: 71] [added: (94)] | | | | | | [removed: 28] [added: 71] | | |
| Income before income taxes and [added: (loss)] income from investments in unconsolidated affiliates | | | | | | [removed: 2,913] [added: 3,898] | | | | | | [removed: 1,666] [added: 2,913] | | | | | | [removed: 1,171] [added: 1,666] | | |
| Income tax provision | | | | | | [removed: (551)] [added: (754)] | | | | | | [removed: (363)] [added: (551)] | | | | | | [removed: (196)] [added: (363)] | | |
| [removed: Income] [added: (Loss) income] from investments in unconsolidated affiliates | | | | | | [removed: 220] [added: (15)] | | | | | | [removed: 100] [added: 220] | | | | | | [removed: —] [added: 100] | | |
| Net income | | | | | | [removed: 2,582] [added: 3,129] | | | | | | [removed: 1,403] [added: 2,582] | | | | | | [removed: 975] [added: 1,403] | | |
| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | [removed: 52] [added: 61] | | | | | | [removed: 69] [added: 52] | | | | | | [removed: 17] [added: 69] | | |
| Net income attributable to Fiserv, Inc. | | | | | | $ | [removed: 2,530] [added: 3,068] | | | | | $ | [removed: 1,334] [added: 2,530] | | | | | $ | [removed: 958] [added: 1,334] | |
| Net income attributable to Fiserv, Inc. per [removed: share – basic] [added: share:] | | | | | | [removed: $] | [removed: 3.94] | | | | | [removed: $] | [removed: 2.01] | | | | | [removed: $] | [removed: 1.42] | |
| Basic | | | | | | [removed: 642.3] [added: 611.7] | | | | | | [removed: 662.6] [added: 642.3] | | | | | | [removed: 672.1] [added: 662.6] | | |
| Diluted | | | | | | [removed: 647.9] [added: 615.9] | | | | | | [removed: 671.6] [added: 647.9] | | | | | | [removed: 683.4] [added: 671.6] | | |
(1)Includes processing and other fees charged to related party investments accounted for under the equity method of [removed: $201] [added: $178] million, [removed: $203] [added: $201] million and [removed: $236] [added: $203] million for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively (see Note 19).
[removed: | (In millions) | | | | | | | | | | | | | | | | | | | | |][added: (In millions)]
| Net income | | | | | | $ | [removed: 2,582] [added: 3,129] | | | | | $ | [removed: 1,403] [added: 2,582] | | | | | $ | [removed: 975] [added: 1,403] | |
| Fair market value adjustment on [removed: cash flow hedges] [added: derivatives] | | | | | | [removed: (15)] [added: 14] | | | | | | [removed: 8] [added: (15)] | | | | | | [removed: 7] [added: 8] | | |
| Reclassification adjustment for net realized losses (gains) on cash flow hedges included in cost of processing and services | | | | | | [removed: 2] [added: 4] | | | | | | [removed: (10)] [added: 2] | | | | | | [removed: (1)] [added: (10)] | | |
| Reclassification adjustment for net realized losses on cash flow hedges included in net interest expense | | | | | | [removed: 19] [added: 15] | | | | | | [removed: 21] [added: 19] | | | | | | 21 | | |
| Unrealized [removed: (losses) gains] [added: gain (loss)] on defined benefit pension plans | | | | | | [removed: (78)] [added: 7] | | | | | | [removed: 67] [added: (78)] | | | | | | [removed: (8)] [added: 67] | | |
| Tax impacts of defined benefit pension [removed: plans, net] [added: plans] | | | | | | [removed: 18] [added: (2)] | | | | | | [removed: (17)] [added: 18] | | | | | | [removed: 2] [added: (17)] | | |
| Foreign currency translation | | | | | | [removed: (421)] [added: 288] | | | | | | [removed: (497)] [added: (421)] | | | | | | [removed: (186)] [added: (497)] | | |
| Reclassification adjustment for accumulated foreign currency translation impacts from the sale of [removed: a] foreign [removed: entity] [added: entities] included in [removed: loss] [added: net gain] on sale of [removed: business] [added: businesses and other assets] | | | | | | [removed: 56] [added: 10] | | | | | | [removed: —] [added: 56] | | | | | | — | | |
| Basic | | | | | | $ | 5.02 | | | | | $ | 3.94 | | | | | $ | 2.01 | |
| Diluted | | | | | | $ | 4.98 | | | | | $ | 3.91 | | | | | $ | 1.99 | |
| Tax impacts of derivatives | | | | | | (8) | | | | | | (2) | | | | | | (5) | | |
| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | 61 | | | | | | 52 | | | | | | 69 | | |
| | | | | | | December 31, | | | | | | | | |
| Net income (1) | | | | | | | | | | | | | | | | | | | | | 3,068 | | | | | | 35 | | | 3,103 | | |
| Acquisition of noncontrolling interest of consolidated subsidiary (3) | | | | | | | | | | | | | | | 6 | | | | | | | | | | | | (65) | | | (59) | | |
| Balance at December 31, 2023 | | | 784 | | | 190 | | | | | | $ | 8 | | $ | 23,103 | | $ | (783) | | $ | 20,444 | | $ | (12,915) | | $ | 651 | | $ | 30,508 | |
(3)The Company acquired the remaining 49% ownership interest in European Merchant Services B.V., a Netherlands-based merchant acceptance business, during the year ended December 31, 2023.
The Company previously held a majority controlling financial interest in this consolidated subsidiary.
| Net income | | | | | | $ | 3,129 | | | | | $ | 2,582 | | | | | $ | 1,403 | |
| Net gain on sale of businesses and other assets | | | | | | (167) | | | | | | (54) | | | | | | — | | |
| Other investing activities | | | | | | (3) | | | | | | — | | | | | | — | | |
| Debt repayments | | | | | | (3,015) | | | | | | (3,315) | | | | | | (7,881) | | |
| Payments of debt financing costs | | | | | | (38) | | | | | | (10) | | | | | | — | | |
| Payment to acquire noncontrolling interest of consolidated subsidiary | | | | | | (56) | | | | | | — | | | | | | — | | |
| | | | December 31, | | | | | | | | | | | | | | | | | |
Other current assets, including net income tax receivables, Clover Capital cash advances and settlement advance cash payments, totaled $1,921 million and $1,144 million at December 31, 2023 and 2022, respectively.
The net income tax receivable balance, including receivables associated with transferable federal tax credits (see Note 17), was $534 million at December 31, 2023.
The Company also offers merchants within its international operations advance access to capital by providing them the opportunity to receive settlement cash payments in advance in exchange for their receivables from card issuers, including when the cardholders have elected to pay over time in installments.
The Company maintains short-term lines of credit with foreign banks and alliance partners to fund such anticipated settlement activity (see Note 12).
These local currency denominated arrangements are primarily associated with the Company’s operations in Latin America, the most significant of which are denominated in Argentine Peso and Brazilian Real.
The Company’s outstanding cash advances from card issuers related to this settlement funding activity were $381 million and $264 million at December 31, 2023 and 2022, respectively.
As a processor, the Company facilitates the clearing and settlement activity for the merchant and records settlement assets and obligations upon processing a payment transaction.
networks, bank partners, merchants or direct consumers.
| | | | | | | | | | December 31, | | | | | | | | |
| | | | | | | | | | 4,844 | | | | | | 4,166 | | |
line method over their estimated useful lives, generally four to ten years.
Additionally, a significant change in a merchant alliance business relationship or operating performance could result in a material goodwill impairment charge.
The estimated fair values of the Company’s investments in unconsolidated merchant alliances assume a continuation beyond the existing contractual term.
A renewal of certain of the merchant alliance agreements beyond the current contractual term is not solely within the Company’s control.
A significant change in a merchant alliance business relationship could result in a material impairment charge to the carrying value of the equity method investment in such unconsolidated affiliate.
| | | | | | | December 31, | | | | | | | | |
| (In millions) | | | | | | 2023 | | | | | | 2022 | | |
| Transferable federal tax credits (see Note 17) | | | | | | 804 | | | | | | — | | |
| Accrued payment network fees | | | | | | 232 | | | | | | 219 | | |
| Accrued professional fees | | | | | | 96 | | | | | | 108 | | |
Certain of these frozen defined benefit pension plans were terminated effective September 30, 2023.
Additional information regarding the Company’s income taxes is included in Note 17 to the consolidated financial statements.
outstanding during the year.
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income attributable to Fiserv, Inc. per share – diluted | | | | | | $ | 3.91 | | | | | $ | 1.99 | | | | | $ | 1.40 | |
| Tax impacts of cash flow hedges, net | | | | | | (2) | | | | | | (5) | | | | | | (7) | | |
| | | | | | | | | | | | | | | |
| Balance at January 1, 2020 | | | 791 | | | 112 | | | | | | $ | 8 | | $ | 23,741 | | $ | (180) | | $ | 12,528 | | $ | (3,118) | | $ | 1,616 | | $ | 34,595 | |
| Net income (loss) (1) | | | | | | | | | | | | | | | | | | | | | 958 | | | | | | (22) | | | 936 | | |
| Measurement period adjustments related to First Data acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | (126) | | | (126) | | |
| Net adjustment to noncontrolling interests from dissolution (see Note 4) | | | | | | | | | | | | | | | (36) | | | | | | | | | | | | (726) | | | (762) | | |
| Retirement of treasury stock (see Note 19) | | | (2) | | | (2) | | | | | | | | | (200) | | | | | | | | | 200 | | | | | | — | | |
| Cumulative-effect adjustment of ASU 2016-13 adoption | | | | | | | | | | | | | | | | | | | | | (45) | | | | | | | | | (45) | | |
| Debt repayments, including debt financing costs | | | | | | (3,325) | | | | | | (7,881) | | | | | | (10,934) | | |
The Company serves clients around the globe, including merchants, banks, credit unions, other financial institutions and corporate clients.
Since the onset of the coronavirus (“COVID-19”) pandemic in early 2020, global economic and market conditions have been negatively impacted, including levels of consumer and business spending.
The Company’s operating performance, primarily within its merchant acquiring and payment-related businesses, which earn transaction-based fees, was adversely affected by the economic impact of the COVID-19 pandemic.
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.
amounts from the merchants, the Company may be liable for the reversed charges.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | 4,166 | | | | | | 3,234 | | |
establishment of a product’s technological feasibility are also expensed as incurred.
Standards Codification (“ASC”) 820, *Fair Value Measurements* (“ASC Topic 820”), and considers the principal or most advantageous market and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.
Foreign currency exchange losses resulting from the remeasurement of monetary assets and liabilities were nominal during the year ended December 31, 2020.
If the derivative is
| Distribution of nonmonetary assets (see Note 4) | | | | | | — | | | | | | — | | | | | | 726 | | |
In 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, *Government Assistance (Topic 832)* (“ASU 2021-10”), which requires that an entity provide certain disclosures in its annual financial statements about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.
ASU 2021-10 is effective for all business entities for annual periods beginning after December 15, 2021 and may be applied either prospectively or retrospectively to the transactions reflected in the financial statements at the date of initial application.
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.
In 2021, the FASB issued ASU No. 2021-08, *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers* (“ASU 2021-08”), which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, *Revenue from Contracts with Customers* (“ASC 606”).
Generally, this should result in recognition and measurement of contract assets and contract liabilities at carryover value consistent with how they were recognized and measured in the acquired company’s financial statements, providing consistent recognition and enhanced comparability with revenue contracts with customers not acquired in a business combination.
Prior to adoption of ASU 2021-08, an acquirer generally recognized contract assets and contract liabilities acquired in a business combination at fair value on the acquisition date.
Early adoption is permitted, including adoption in an interim period.
Entities are required to apply a prospective transition approach upon adoption, unless early adoption occurs in an interim period.
In 2021, the FASB issued ASU No. 2021-05, *Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments* (“ASU 2021-05”), which amends the lease classification requirements for lessors with certain leases containing variable payments.
A lessor is to classify and account for a lease with variable lease payments that do not depend on an index or a rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss.
Entities that have adopted ASC Topic 842, *Leases* (“ASC Topic 842”), prior to the issuance of ASU 2021-05 may apply this update either retrospectively to leases that commenced or were modified on or after the adoption of ASC Topic 842 or prospectively to leases that commence or are modified on or after the date the entity first applies ASU 2021-05.
The Company adopted ASU 2021-05 effective January 1, 2022, with prospective application to leases commencing or modified thereafter, and the adoption did not have a material impact on its consolidated financial statements.
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.
An excerpt. Shown here: 40 of 622 rewritten, 40 of 237 added and 40 of 242 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2023 filing and the FY2022 filing.
Item 9A. Controls and Procedures
7 rewritten, 1 added, 1 removed, 32 unchanged
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: 2022.][added: 2023.]
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Based on management’s assessment, our management believes that, as of December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting was effective based on those criteria.
There was no change in internal control over financial reporting that occurred during the three months ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on those financial statements.
February 22, 2024
February 23, 2023
Item 9B. Other Information
0 rewritten, 3 added, 1 removed, 0 unchanged
(b) Except as set forth below, during the three months ended December 31, 2023, none of the Company’s directors or Section 16 officers adopted or terminated a Rule 10b5-1 Trading Plan or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
On December 15, 2023, Guy Chiarello, Chief Operating Officer of the Company, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).
Mr. Chiarello’s Rule 10b5-1 Trading Plan provides for the exercise of up to 143,929 employee stock options and sale of the underlying shares of common stock pursuant to one or more limit orders until August 30, 2024.
None.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 4 unchanged
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,” [removed: and] “Our Board of Directors – How We Are Organized – Our Committees – Audit Committee” [added: and “Delinquent Section 16(a) Reports”] in our definitive proxy statement for our [removed: 2023] [added: 2024] 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: 2022.][added: 2023.]
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2023] [added: 2024] 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: 2022.][added: 2023.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
6 rewritten, 2 added, 2 removed, 10 unchanged
The information set forth under the caption “Our Shareholders – Common Stock Ownership” in our definitive proxy statement for our [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]
(1)Columns (a) and (c) of the table above do not include [removed: 5,359,961] [added: 5,241,872] unvested restricted stock units outstanding under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”) or [removed: 23,280,806] [added: 22,934,827] 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: 3,156,682] [added: 3,219,338] shares subject to performance share units at the target award level under the Incentive Plan; and [removed: 166,867] [added: 175,296] shares subject to non-employee director deferred compensation notional units under the Incentive Plan.
(5)This table does not include [removed: 1,860,693] [added: 1,206,637] 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: 2022] [added: 2023] at a weighted-average exercise price of [removed: $48.34.][added: $48.61.]
This table also does not include [removed: 89,851] [added: 1,492] shares of restricted stock and restricted stock units outstanding under the 2015 First Data Plan, as of December 31, [removed: 2022.][added: 2023.]
| Equity compensation plans approved by our shareholders (1) | | | 6,052,880 (2) | | | 83.14 (3) | | | 19,724,910 (4) | | |
| Total (5) | | | 6,052,880 (2) | | | 83.14 (3) | | | 19,724,910 (4) | | |
| 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) | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2023] [added: 2024] 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: 2022.][added: 2023.]
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 2023] [added: 2024] 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: 2022.][added: 2023.]
Item 15. Exhibits, Financial Statement Schedules
72 rewritten, 7 added, 5 removed, 36 unchanged
| | | | 4.1 | | | [Description of Securities of the [removed: Registrant (3)](https://www.sec.gov/Archives/edgar/data/798354/000079835420000006/ex4112312019.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex41descriptionofsecuritie.htm)] | | |
| | | | 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: (](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)] [added: (4)](http://www.sec.gov/Archives/edgar/data/798354/000119312507244247/dex48.htm)] | | |
| | | | 4.3 | | | [Thirteenth Supplemental Indenture, dated as of May 22, 2015, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (5)](http://www.sec.gov/Archives/edgar/data/798354/000119312515198024/d932504dex42.htm)] | | |
| | | | 4.4 | | | [removed: [Fourteenth] [added: [Fifteenth] Supplemental Indenture, dated as of September 25, 2018, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (6)](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex42.htm)] | | |
| | | | 4.5 | | | [removed: [Fifteenth] [added: [Sixteenth] Supplemental Indenture, dated as of [removed: September 25, 2018,] [added: June 24, 2019,] between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex41.htm)] | | |
| | | | 4.6 | | | [removed: [Sixteenth] [added: [Seventeenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)] | | |
| | | | 4.7 | | | [removed: [Seventeenth] [added: [Eighteenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)] | | |
| | | | 4.8 | | | [removed: [Eighteenth] [added: [Nineteenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)] | | |
| | | | 4.9 | | | [removed: [Nineteenth] [added: [Twenty-First] Supplemental Indenture, dated as of [removed: June 24,] [added: July 1,] 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)] | | |
| | | | 4.10 | | | [removed: [Twentieth] [added: [Twenty-Second] Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)] | | |
| | | | 4.11 | | | [removed: [Twenty-First] [added: [Twenty-Third] Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)] | | |
| | | | 4.12 | | | [removed: [Twenty-Second] [added: [Twenty-Fourth] Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)] | | |
| | | | 4.13 | | | [removed: [Twenty-Third] [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: (](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)] [added: (9)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)] | | |
| | | | 4.14 | | | [removed: [Twenty-Fourth] [added: [Twenty-Sixth] Supplemental Indenture, dated as of [removed: July 1, 2019,] [added: May 13, 2020,] between Fiserv, Inc. and U.S. Bank National Association [removed: (](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)] [added: (9)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)] | | |
| | | | 4.15 | | | [removed: [Twenty-Fifth] [added: [Twenty-Seventh] Supplemental Indenture, dated as of [removed: May 13, 2020,] [added: March 2, 2023,] between Fiserv, Inc. and U.S. Bank [added: Trust Company,] National [removed: Association (](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)] [added: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex41.htm) (10)] | | |
| | | | 4.16 | | | [removed: [Twenty-Sixth] [added: [Twenty-Eighth] Supplemental Indenture, dated as of [removed: May 13, 2020,] [added: March 2, 2023,] between Fiserv, Inc. and U.S. Bank [added: Trust Company,] National [removed: Association (](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)] [added: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex42.htm) (10)] | | |
| | | | [removed: 4.17] [added: 4.20] | | | [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: (](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)] [added: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex46.htm)] | | |
| | | | [removed: 4.18] [added: 4.22] | | | [Term Loan Credit Agreement, dated as of February 15, 2019, among Fiserv, Inc. and the financial institutions party [removed: thereto (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)] [added: thereto](https://www.sec.gov/Archives/edgar/data/798354/000079835419000005/ex41312312018.htm) (13)] | | |
| | | | [removed: 4.19] [added: 4.23] | | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of July 26, [removed: 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)] [added: 2019](https://www.sec.gov/Archives/edgar/data/798354/000119312519205574/d780843dex41.htm) (14)] | | |
| | | | 10.1 | | | [Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan [removed: (](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)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[5](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)[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)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[6](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 [removed: (Employee-E) (](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)] [added: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex103rsuagreementsenioroff.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex103rsuagreementsenioroff.htm)] | | |
| | | | 10.4 | | | [\- Form of Restricted Stock Unit Agreement [removed: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex104rsuagreementsenioroff.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex104rsuagreementsenioroff.htm)] [added: (Employee-ST)](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex104rsuagreementstandard-.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex104rsuagreementstandard-.htm)] | | |
| | | | 10.5 | | | [\- Form of Restricted Stock Unit Agreement [removed: (Employee-ST)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex105rsuagreementstandard-.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex105rsuagreementstandard-.htm)] [added: (Employee-N)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm) [(1](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)[7)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)] | | |
| | | | [removed: 10.6] [added: 10.13] | | | [\- Form of [removed: Restricted] Stock [removed: Unit] [added: Option] Agreement [removed: (Employee-](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)[N](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)] [added: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm) [](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)[(17)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)] | | |
| | | | [removed: 10.7] [added: 10.6] | | | [\- Form of Non-Qualified Stock Option Agreement (Non-Employee Director-LE) [removed: (](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)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[6](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)] | | |
| | | | [removed: 10.8] [added: 10.7] | | | [\- Form of First Amendment to Non-Qualified Stock Option Agreement (Non-Employee Director - LE) [removed: (](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)] [added: (1](http://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)] | | |
| | | | [removed: 10.9] [added: 10.8] | | | [\- Form of Non-Qualified Stock Option Agreement (Non-Employee Director - EE) [removed: (](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)] [added: (1](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[8](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)] | | |
| | | | [removed: 10.10] [added: 10.9] | | | [\- 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)[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)] [added: (1](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[9](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)] | | |
| | | | [removed: 10.11] [added: 10.10] | | | [\- Form of Stock Option Agreement (Employee-F) [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[4](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[2](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[0](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)] | | |
| | | | [removed: 10.12] [added: 10.11] | | | [\- Form of Amendment to Stock Option Agreement (Employee-F) [removed: (](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[7](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[21](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)] | | |
| | | | [removed: 10.13] [added: 10.12] | | | [\- Form of Stock Option Agreement [removed: (Employee-E) (](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm)[4](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm)] [added: (Employee-E)](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm) [(](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm)20[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm)] | | |
| | | | 10.14 | | | [\- Form of Stock Option Agreement [removed: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)] [added: (Employee-ST)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1015optionagreementstand.htm) [(17)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1015optionagreementstand.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1015optionagreementstand.htm)] | | |
| | | | 10.15 | | | [\- Form of [removed: Stock Option] [added: Performance Share Unit] Agreement [removed: (Employee-ST)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1015optionagreementstand.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1015optionagreementstand.htm)] [added: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex1015psuagreementseniorof.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex1015psuagreementseniorof.htm)] | | |
| | | | 10.16 | | | [\- Form of Performance Share Unit Agreement [removed: (Employee-](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1016psuagreementseniorof.htm)[SO](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1016psuagreementseniorof.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1016psuagreementseniorof.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1016psuagreementseniorof.htm)] [added: (Employee-ST)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm) [(17)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm)] | | |
| | | | [removed: 10.17] [added: 10.27] | | | [removed: [\- Form] [added: [Form] of [removed: Performance Share Unit] [added: Non-Employee Director Indemnity] Agreement [removed: (Employee-](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm)[ST](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm)] [added: (2](https://www.sec.gov/Archives/edgar/data/798354/000119312508041891/dex1037.htm)[6](https://www.sec.gov/Archives/edgar/data/798354/000119312508041891/dex1037.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312508041891/dex1037.htm)] | | |
| | | | [removed: 10.18] [added: 10.17] | | | [2007 Stock Incentive Plan for Key Employees of First Data Corporation and its [removed: Affiliates (](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)[18](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)] [added: Affiliates](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm) [(](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)22[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)] | | |
| | | | [removed: 10.19] [added: 10.18] | | | [\- Form of Stock Option Agreement for Executive Committee Members [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10409302019.htm)[19](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10409302019.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10409302019.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10409302019.htm)[23](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10409302019.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10409302019.htm)] | | |
| | | | [removed: 10.20] [added: 10.19] | | | [\- Form of Stock Option Agreement for U.S. Employees effective for grants in or after January 2014 [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10509302019.htm)[19](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10509302019.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10509302019.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10509302019.htm)[23](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10509302019.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex10509302019.htm)] | | |
| | | | [removed: 10.21] [added: 10.20] | | | [First Data Corporation 2015 Omnibus Incentive Plan [removed: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex992.htm)[1](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex992.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex992.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex992.htm)] [added: (](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex992.htm)[22](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex992.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex992.htm)] | | |
| | | | 4.17 | | | [Twenty-Ninth Supplemental Indenture, dated as of May 24, 2023, between Fiserv, Inc. and U.S. Bank and Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523153026/d504361dex41.htm) (11) | | |
| | | | 4.18 | | | [Thirtieth Supplemental Indenture, dated as of August 21, 2023, between Fiserv, Inc. and U.S. Bank and Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523217069/d521991dex41.htm) (12) | | |
| | | | 4.19 | | | [Thirty-First Supplemental Indenture, dated as of August 21, 2023, between Fiserv, Inc. and U.S. Bank Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523217069/d521991dex42.htm) (12) | | |
| | | | 4.21 | | | [Agency Agreement, dated as of May 24, 2023, by and among Fiserv, Inc., Elavon Financial Services DAC, UK Branch, and U.S. Bank Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523153026/d504361dex42.htm) (11) | | |
| | | | 97.1 | | | [Fiserv, Inc. Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex971fiservinccompensation.htm) | | |
(11)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 24, 2023, and incorporated herein by reference.
(12)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 21, 2023, and incorporated herein by reference.
| | | | 10.24 | | | [\- Form of Restricted Stock Award Agreement (](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex101109302019.htm)[19](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex101109302019.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835419000025/ex101109302019.htm) | | |
| | | | 10.28 | | | [Sign-On Agreement for Suzan Kereere dated May 14, 2021](http://www.sec.gov/Archives/edgar/data/798354/000079835422000004/ex103212312021.htm) [(2](http://www.sec.gov/Archives/edgar/data/798354/000079835422000004/ex103212312021.htm)[2](http://www.sec.gov/Archives/edgar/data/798354/000079835422000004/ex103212312021.htm)[)](http://www.sec.gov/Archives/edgar/data/798354/000079835422000004/ex103212312021.htm)[*+](http://www.sec.gov/Archives/edgar/data/798354/000079835422000004/ex103212312021.htm) | | |
| | | | 10.32 | | | [Non-Employee Director Compensation Schedule](https://www.sec.gov/Archives/edgar/data/798354/000079835422000015/ex10106302022.htm) [(2](https://www.sec.gov/Archives/edgar/data/798354/000079835422000015/ex10106302022.htm)[4](https://www.sec.gov/Archives/edgar/data/798354/000079835422000015/ex10106302022.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835422000015/ex10106302022.htm) | | |
| | | | 10.34 | | | [Letter Agreement, dated February 18, 2022, by and between Fiserv, Inc. and ValueAct Capital Management, L.P. (2](https://www.sec.gov/Archives/edgar/data/0000798354/000119312522050253/d270501dex101.htm)[6](https://www.sec.gov/Archives/edgar/data/0000798354/000119312522050253/d270501dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312522050253/d270501dex101.htm) | | |
\+ Portions of the exhibit have been omitted pursuant to SEC confidential treatment under 17 C.F.R. Section 229.601(b)(10)(iv).
An excerpt. Shown here: 40 of 72 rewritten, all 7 added and all 5 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2023 filing and the FY2022 filing.
Item 16. Form 10-K Summary
2 rewritten, 9 added, 2 removed, 44 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February [removed: 23, 2023.][added: 22, 2024.]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 23, 2023.][added: 22, 2024.]
| /s/ Lance M. Fritz | | | | | | Director | | |
| Lance M. Fritz | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| /s/ Charlotte Yarkoni | | | | | | Director | | |
| Charlotte Yarkoni | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| /s/ Alison Davis | | | | | | Director | | |
| Alison Davis | | | | | | | | |