Fiserv (FISV) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A34 rewritten25 added15 removed236 unchanged
All filing items1,029 rewritten581 added481 removed1,938 unchanged
Summary
counted, not written
- Item 1A lists 31 risk factor headings: 0 new, 0 reworded and 31 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 581 added, 481 removed, 1,029 rewritten and 1,938 unchanged across 19 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2023 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 FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
34 rewritten, 25 added, 15 removed, 236 unchanged
In addition, participants in the financial services, payments and technology industries may merge, create joint ventures or engage in other [added: business combinations, alliances and consolidations that may strengthen their existing products and services or create new products and services that compete with ours.]
As a result, we are using, and expect to continue to expand our use of, artificial intelligence and machine [removed: learning.][added: learning in our product development processes, services and operations.]
[removed: However, legislation that would govern] [added: Legislation and regulations governing] the development or use of artificial intelligence [removed: is] [added: have been implemented or are] under consideration in the U.S. at the state and local level, as well as [removed: abroad.][added: internationally.]
In addition, larger clients may reduce the services we provide if they decide to move services [removed: in-house.][added: in-]
Merchant contracts may be contributed to the alliance by us and/or the bank or [added: institution.]
Under the card network rules, various federal, state and international laws, and client contracts, we are responsible for information provided to us by financial institutions, merchants, ISOs, third-party service [removed: providers and others.]
Any unauthorized access, intrusion, infiltration, network disruption, ransom, denial of service or similar incident could disrupt the integrity, continuity, security and trust of our systems or data, or the systems or data of our clients, [removed: partners] [added: partners, vendors] or [removed: vendors.][added: service providers.]
We expect that unauthorized parties will continue to attempt to gain access to our systems or facilities, and those of our clients, [removed: partners] [added: partners, vendors] and [removed: vendors,] [added: service providers,] through various means and with increasing sophistication, particularly as cybercriminals attempt to profit from increased online banking, e-commerce and other online activity.
The impact of a material event involving our systems and data, or those of our clients, [removed: partners] [added: partners, vendors] or [removed: vendors,] [added: service providers,] could have a material adverse effect on our business, results of operations and financial condition.
In the event of operational failures or damage or disruption to our business due to these occurrences, [added: we may not be able to successfully or quickly recover all of our critical business functions, assets and data through our business continuity program.]
[removed: If,] for example, such third parties stop providing clearing services or limit our volumes, we would need to find other financial institutions to provide those services.
- inflation, [added: trade policy and tariffs, taxes,] foreign currency fluctuations, declining economies, social unrest, natural disasters, public health crises, including the occurrence of a contagious disease or illness, and the pace of economic recovery can change consumer spending behaviors, on which a significant portion of our revenues are dependent;
Although it is difficult to predict how current or future tariffs on items imported from [removed: China or elsewhere] [added: other countries] will impact our business, the cost of our products manufactured in [removed: China] [added: other countries] and imported into the U.S. or [removed: other countries] [added: elsewhere] could increase, which [removed: in turn] could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.
Our businesses are subject to state, federal, and foreign laws and regulations, including payment, cybersecurity, consumer protection, money transmission, data privacy, anti-money laundering, [added: anti-bribery,] economic and trade sanctions, payment institution, electronic money 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 fund transfer and [removed: electronic benefits transactions, as well as the Payment Card Industry Data Security Standard enforced by the major card brands.]
Since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, a number of substantial regulations affecting the supervision and operation of the financial services industry within the U.S. have been adopted, including those that [added: establish the Consumer Financial Protection Bureau (“CFPB”).]
In [removed: Europe,] [added: Europe and] the [added: U.K., their respective] General Data Protection [removed: Regulation (“GDPR”)] [added: Regulations (collectively, “GDPR”)] extends the scope of [removed: the E.U.] [added: their] data protection [removed: law] [added: laws] to all companies processing data of individuals within the [removed: E.U.,] [added: E.U. and the U.K.,] regardless of the company’s location, subject to certain limitations.
E.U. [added: and U.K.] data protection law continuously develops and requires significant changes to our policies and procedures.
Our efforts to comply with E.U., U.K. and other [added: cybersecurity,] privacy and data protection laws around the world that apply to our businesses could involve substantial expenses, divert resources from other initiatives and projects and limit the services we are able to offer.
In addition, U.S. regulators, including the U.S. Federal Banking Agencies and the U.S. Federal Trade Commission [added: (“FTC”)] have adopted or proposed enhanced cyber and privacy security standards that apply to us and our financial institution clients and address [added: privacy requirements for processing data of individuals,] cyber risk governance and management, management of internal and external dependencies, and incident response, cyber resilience and situational awareness.
Legislation and regulations on cybersecurity, data privacy and data localization may compel us to enhance or modify our systems, invest in new systems or alter our business practices or our policies on [added: how we process personal information,] data governance and privacy.
Through our merchant alliances, we hold an ownership interest in [removed: several] [added: and have commercial relationships with] competing merchant acquiring businesses while serving as an electronic processor for those businesses.
In addition, use of [removed: AI] [added: artificial intelligence] tools may result in the release of confidential or proprietary information which could limit our ability to protect, or prevent us from protecting, our intellectual property rights.
The laws of certain non-U.S. countries where we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the U.S. Misappropriation of our intellectual property or potential litigation concerning such matters could have a material adverse effect on our business, [added: the] results of [added: which could affect our] operations and financial condition.
[removed: The OECD, which represents a coalition of member countries, including the U.S., is contemplating changes to numerous longstanding tax] principles, including ensuring all companies pay a global minimum tax and expanding taxing rights of market countries.
[added: Our products] and [added: 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.
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 [added: and disclosures made or actions taken by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed.]
Our balance sheet includes goodwill and intangible assets that represent [removed: 53%] [added: 60%] of our total assets at December 31, [removed: 2023.][added: 2024.]
At December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $23.1] [added: $25] billion of debt.
If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, including due to [removed: further] deterioration in economic and market conditions, we may be required, among other things: to seek additional financing in the debt or equity markets; to refinance or restructure all or a portion of our indebtedness; or to reduce or delay planned capital or operating expenditures.
Certain of our borrowings, including borrowings under our revolving credit facility, [removed: term loan,] foreign lines of credit and commercial paper programs, are at variable rates of interest.
At December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $2.3] [added: $2.4] billion in variable rate debt, which includes [removed: $516] [added: $899] million drawn on our revolving credit facility and foreign lines of credit, and an aggregate amount of [removed: $1.7] [added: $1.5] billion outstanding under our U.S. dollar and Euro commercial paper programs.
Based on outstanding debt balances and interest rates at December 31, [removed: 2023,] [added: 2024,] a 1% increase in variable interest rates would result in an increase to annual interest expense of [removed: $23] [added: $24] million.
From time to time, we utilize foreign currency forward contracts and other hedging instruments to mitigate the market value risks associated with [added: foreign currency-denominated transactions and investments.]
Our use of artificial intelligence technologies carries inherent risks, and there can be no assurance that our use of artificial intelligence will enhance our products or services or achieve any improvements in innovation or efficiency.
In addition, we could be exposed to liability as a result of any misuse of artificial intelligence and machine learning-technology by our personnel while carrying out company responsibilities.
In addition, our competitors and other third parties may incorporate artificial intelligence into their products and offerings more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
If the content, analyses or recommendations that artificial intelligence applications assist in producing are or are alleged to be inaccurate, deficient or biased, our business, financial condition and results of operations may be adversely affected.
Furthermore, the integration of third-party artificial intelligence models with our services relies on certain safeguards implemented by the third-party developers of the underlying artificial intelligence models, including those related to the accuracy, bias and other variables of the data, and these safeguards may be insufficient.
Such legislation and regulations may impose obligations related to our development, offering, and use of artificial intelligence and expose us to increased risk of regulatory enforcement and litigation.
house.
providers and others.
State-sponsored cybersecurity attacks on the U.S. financial system or U.S. financial service providers could also adversely affect our business.
While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover all liabilities incurred by such attacks.
If,
The U.S. has imposed tariffs, and may impose new or increased tariffs, on certain imports from other countries, which may lead to retaliatory tariffs imposed by other governments.
If the U.S. administration or other countries impose new or increased tariffs, trade restrictions or restrictions on the cross-border flow of data, our manufacturing of hardware devices, supply of raw materials and access to certain markets, could be impacted.
electronic benefits transactions, as well as the Payment Card Industry Data Security Standard enforced by the major card brands.
GDPR imposes strict rules on the transfer of personal data out of the E.U. or U.K. to a “third country,” including the United States, unless particular transfer mechanisms are implemented.
The mechanisms that we and many other companies rely upon for such data transfers are the subject of legal challenge, regulatory interpretation, and judicial decisions.
In the E.U., U.K. and other markets, potential new rules and restrictions on the flow of data across borders could increase the cost and complexity of doing business in those regions.
Additionally, we are subject to the E.U. Regulation known as the Digital Operational Resilience Act (“DORA”).
DORA is intended to strengthen the information technology systems of covered financial entities to mitigate risks associated with operational disruptions.
The FTC and many state attorneys general are also interpreting federal and state consumer protection laws as imposing standards for the collection, use, dissemination, and security of data.
Additionally, over a third of U.S. states have proposed or enacted comprehensive consumer privacy laws (such as the California Consumer Privacy Act) that have taken effect or will take effect in coming years.
We
cannot fully predict the impact of recently proposed or enacted laws or regulations on our business or operations, but compliance may require us to modify our data processing practices and policies incurring costs and expense.
Some of our solutions integrate licensed software, including open source software, and any failure to comply with the terms of one or more of the licenses could adversely affect our business.
The OECD, which represents a coalition of member countries, including the U.S., is contemplating changes to numerous longstanding tax
business combinations, alliances and consolidations that may strengthen their existing products and services or create new products and services that compete with ours.
institution.
we may not be able to successfully or quickly recover all of our critical business functions, assets and data through our business continuity program.
The U.S. has imposed tariffs on certain imports from China, including on some of our hardware devices manufactured in China.
If the U.S. administration imposes additional tariffs, or if additional tariffs or trade restrictions are implemented by the U.S. or
other countries, our hardware devices produced in China could be impacted.
We operate our business around the world, including in certain foreign countries with developing economies where companies often engage in business practices that are prohibited by laws applicable to us, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
These laws prohibit, among other things, improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business.
We also derive revenue from transactions involving sales to U.S. federal, state and local governments and their respective agencies, and are subject to various procurement laws, regulations, and contract provisions relating to those contracts.
We have implemented policies and training programs to comply with applicable laws, regulations and obligations; however, there can be no assurance that all of our employees, consultants and agents will comply with our policies and all applicable laws and any noncompliance could subject us to fines, penalties and loss of business.
establish the Consumer Financial Protection Bureau (“CFPB”).
We are also subject to U.K. GDPR following the U.K.’s exit from the E.U. Single Market and Customs Union.
Our products and services require sophisticated knowledge of the financial services industry, applicable regulatory and industry requirements, computer systems,
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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
168 rewritten, 153 added, 97 removed, 294 unchanged
This section generally discusses information and results pertaining to the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Information and discussion of results pertaining to the year ended December 31, [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] filed with the Securities and Exchange Commission on February [removed: 23, 2023.][added: 22, 2024.]
This section contains an analysis of our results of operations presented in the accompanying consolidated statements of income by comparing the [added: consolidated and segment] results for the year ended December 31, [removed: 2023] [added: 2024] to the [added: consolidated and segment] results for the year ended December 31, [removed: 2022.][added: 2023.]
This section provides an analysis of our cash flows and a discussion of our outstanding debt and commitments at December 31, [removed: 2023.][added: 2024.]
We serve clients around the globe, including merchants, banks, credit unions, other financial [removed: institutions and] [added: institutions,] corporate [added: and public sector] clients.
We [removed: provide] [added: help clients achieve best-in-class results through a commitment to innovation and excellence in areas including] account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale (“POS”) and business management platform.
Our [removed: operations] [added: new reportable segments] are [removed: comprised of] the Merchant [removed: Acceptance (“Acceptance”) segment, the Financial Technology (“Fintech”)] [added: Solutions (“Merchant”)] segment and the [removed: Payments and Network (“Payments”)] [added: Financial Solutions (“Financial”)] segment.
The businesses in our [removed: Acceptance] [added: Merchant] segment provide [removed: a wide range of] commerce-enabling [removed: solutions] [added: products] and [removed: serve merchants] [added: services to companies] of all sizes around the world.
We distribute the products and services in [removed: the Acceptance] [added: our Merchant] segment businesses through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, [removed: ISVs,] [added: ISV’s,] financial institutions and other strategic partners in the form of joint venture alliances, revenue sharing alliances and referral agreements.
The businesses in our [removed: Payments] [added: Financial] segment provide [removed: financial institutions] [added: products] and [added: services to financial institution,] corporate and public sector clients [removed: with] [added: across] the [removed: products] [added: world, enabling the processing of customer loan] and [removed: services required to process] [added: deposit accounts,] digital [removed: payment] [added: payments and card] transactions.
[removed: 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, electronic billing, and] [added: *•Digital Payments* *–* provides debit card processing services; debit network services;] security and fraud protection [removed: products.][added: products; bill payment; person-to-person payments; and account-to-account transfers]
Corporate and Other supports the reportable segments described above, and consists of amortization of acquisition-related intangible assets, unallocated corporate expenses and other activities that are not considered when we evaluate segment performance, such as gains or losses on sales of businesses, certain assets or investments; costs associated with acquisition and divestiture activity; certain services revenue associated with various dispositions; and [removed: our Output Solutions] postage reimbursements.
[removed: We are effecting] [added: Effective in the first quarter of 2024, we realigned our reportable segments to correspond with] changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution [removed: clients.][added: clients (the “Segment Realignment”).]
We expect to acquire businesses when we identify: a compelling strategic need, such as a product, service or technology that helps meet client demand; [removed: an opportunity to change industry dynamics;] a way to achieve business scale that enables competition and operational efficiency; or similar considerations.
We expect to divest businesses that are not in line with our market, product or financial [added: strategies.]
Skytef is included within the [removed: Acceptance] [added: Merchant] segment and expands our distribution network and POS applications.
Sled is included within the [removed: Acceptance] [added: Merchant] segment and expands our direct payment service capabilities.
We acquired these businesses in Latin America for an aggregate purchase price, including hold-backs, of [removed: approximately] $17 million.
On July 25, 2023, we sold our financial reconciliation business, which was reported within the [removed: Fintech] [added: Financial] segment, for cash proceeds of $235 million.
We previously held a majority controlling financial interest in this subsidiary, which continues to be consolidated and reported within the [removed: Acceptance] [added: Merchant] segment.
We are focused on driving growth and creating value by assembling a high-performing and diverse [removed: team,] [added: team;] integrating our [removed: solutions,] [added: solutions;] delivering operational [removed: excellence,] [added: excellence;] allocating capital in a disciplined manner, including share repurchase and merger and acquisition [removed: activity,] [added: activity;] and [removed: delivering breakthrough] [added: investing for organic growth through] innovation.
Our long-term [removed: priorities are] [added: focus is] to meet our financial commitments; continue to build high-quality revenue; deepen client relationships with an emphasis on digital solutions and value-added services; deliver innovation [added: and integration enabling differentiated value for our clients; and generate integration value, including cost and revenue synergies from acquisitions.]
Additionally, there are numerous software-as-a-service [removed: (“SaaS”)] solution providers in the industry, many of which have chosen to integrate merchant acquiring into their software as a way to generate revenue from existing client relationships.
Such providers are independent software vendors, typically referred to as ISVs, and we believe there are [removed: thousands of these] [added: numerous] potential distribution partnership opportunities to cross-sell multiple value-added solutions available to us.
Financial services providers regularly introduce and implement new payment, deposit, risk management, lending and investment products, and the distinctions among the products and services traditionally offered by different types of financial institutions [removed: and other financial technology providers] continue to narrow as they seek to serve the same customers.
Financial institutions must [removed: 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 [removed: their] [added: customer] transactions, but to integrate [removed: their] [added: financial institutions’] products and services to give customers easy access to [removed: such] integrated [removed: solutions, when they need it.][added: solutions.]
[removed: Financial] [added: In addition, financial] institutions are striving for this single, integrated view of a customer’s activity.
We expect that financial institutions [removed: and other financial technology providers] will continue to invest significant capital to process transactions, manage information, maintain regulatory compliance and offer innovative new services to their customers in this rapidly evolving and competitive environmental shift from traditional to digital banking.
[removed: If a client loss occurs due to merger or acquisition, we typically receive a] contract termination fee based on the size of the client and how early in the contract term the contract is terminated.
We believe that our sizable and diverse client base, combined with our [added: value-added software and services-led model, and our] position as a leading provider of non-discretionary, recurring revenue-based products and services, gives us a solid foundation for growth.
Global macroeconomic conditions, including [removed: rising] [added: changing] interest rates, inflation, [removed: bank failures,] disruptions in the global supply chain, changes in consumer spending, the effects of international [removed: hostilities] [added: hostilities, political conditions,] and regulations restricting trade or impacting our ability to offer products or services, could have a material adverse effect on our business, results of operations and financial condition.
Personal consumption and consumer savings growth in the U.S. [removed: are expected to be lower in 2024, which] may also negatively impact our business 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 [removed: Sterling] [added: Sterling, Indian Rupee, Brazilian Real] and Argentine Peso.
While the majority of our revenue is earned [removed: domestically,] [added: in the U.S.,] we actively monitor the foreign exchange rate environment [added: and may enter into derivative instruments and utilize other non-derivative hedging instruments with creditworthy institutions] in an effort to manage these risks.
The operations of our Argentina subsidiary [removed: are experiencing] [added: have experienced] higher interest rates and [removed: higher] inflation [removed: as compared] [added: relative] to historical averages.
[removed: We expect the anticipated] [added: The potential] benefits [removed: in 2024] of higher transitory revenue from above-average interest and inflation may be offset in whole or in part [removed: by] [added: by, or may be less than,] foreign currency exchange losses related to a significant devaluation of the Argentine Peso.
For discussion of risks [removed: related to potential impacts of supply chain, geopolitical] and [removed: macroeconomic] [added: potential] challenges [removed: on] [added: applicable to] our business, results of operations and financial condition, see “Part I.
[added: We are also required to estimate the useful lives of] intangible assets to determine the amount of acquisition-related intangible asset amortization expense to record in future periods.
Segment results for the years ended December 31, 2023 and 2022 have been recast to reflect the Segment Realignment.
Due to the Segment Realignment, this section also compares segment results for the year ended December 31, 2023 to the segment results for the year ended December 31, 2022.
Most of the products and services we provide are necessary for our clients to operate their businesses and are therefore non-discretionary in nature.
We serve our global client base by working among our geographic teams across various regions, including the United States of America (“U.S.”) and Canada; Europe, Middle East and Africa; Latin America; and Asia Pacific.
These products and services include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection solutions; stored-value solutions; software-as-a-service; POS devices; and pay-by-bank solutions.
The business lines aggregated within the Merchant segment consist of the following:
*•Small Business –* provides products and services to small businesses and independent software vendors (“ISV”), including Clover®, our POS and business management platform for small business clients
*•Enterprise –* provides products and services to large businesses, including our integrated omnichannel operating system for enterprise clients
*•Processing –* provides products and services to financial institutions, joint ventures, and other third party resellers which have direct relationships with merchants
The business lines aggregated within the Financial segment consist of the following:
*•Issuing* *–* provides credit card processing services; prepaid card processing services; card production services; print services; government payment processing; and student loan processing
*•Banking* *–* provides customer loan and deposit account processing; digital banking; financial and risk management; professional services and consulting; and check processing
*Pending Acquisitions*
In 2024, we entered into definitive agreements to acquire CCV Group B.V. (“CCV”) and Payfare Inc. (“Payfare”).
CCV is a supplier of POS payment solutions.
Upon the closing of this acquisition, which is subject to regulatory approval and customary closing conditions, CCV will be included within the Merchant segment and is expected to expand our network of payment solutions.
Payfare is a provider of program management solutions powering instant access to earnings and banking solutions for workforces.
Upon the closing of this acquisition, which is subject to shareholder and court approvals and customary closing conditions, Payfare will be included within the Financial segment and is expected to expand our embedded finance capabilities.
We expect these acquisitions, for an aggregate purchase price of approximately $360 million, to close in the first quarter of 2025.
In the third quarter of 2024, Wells Fargo Bank, National Association (“Wells Fargo”) provided us with a notice of non-renewal for the Wells Fargo Merchant Services merchant alliance (“WFMS”), which is accounted for as an equity method investment.
With the joint venture expected to expire on April 1, 2025, we expect to receive a cash payment equal to the fair value of our 40% ownership interest of WFMS as determined in accordance with an agreed upon contractual valuation and separation process.
During the year ended December 31, 2024, we recorded a $595 million non-cash impairment as a result of an other-than-temporary decline in the fair value of our equity method investment in WFMS.
In connection with the expiration of WFMS, we entered into a multi-year agreement with Wells Fargo to provide processing for current and future merchant clients as well as other services to Wells Fargo’s merchant business.
*Financial Institutions*
If a client loss occurs due to merger or acquisition, we typically receive a
In connection with the Segment Realignment, certain of our reporting units changed in composition as a result of which goodwill was allocated to such reporting units using a relative fair value approach.
The fair value for each of our other reporting units exceeds their respective carrying value by at least 40%.
Segment results for the years ended December 31, 2023 and 2022 have been recast to reflect the Segment Realignment.
| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Percentage of Revenue (1) | | | | | | | | | | | | | | | | | | Increase (Decrease) | | | | | | | | | | | | | | | | | |
| Processing and services | | | $ | 16,637 | | | | | $ | 15,630 | | | | | | | | | | | 81.3 | | % | | | | 81.9 | | % | | | | | | | | | | $ | 1,007 | | | | | 6 | | % | | | | | | | | | |
| Product | | | 3,819 | | | | | | 3,463 | | | | | | | | | | | | 18.7 | | % | | | | 18.1 | | % | | | | | | | | | | 356 | | | | | | 10 | | % | | | | | | | | | |
| Total revenue | | | 20,456 | | | | | | 19,093 | | | | | | | | | | | | 100.0 | | % | | | | 100.0 | | % | | | | | | | | | | 1,363 | | | | | | 7 | | % | | | | | | | | | |
| Cost of processing and services | | | 5,363 | | | | | | 5,332 | | | | | | | | | | | | 32.2 | | % | | | | 34.1 | | % | | | | | | | | | | 31 | | | | | | 1 | | % | | | | | | | | | |
| Cost of product | | | 2,650 | | | | | | 2,338 | | | | | | | | | | | | 69.4 | | % | | | | 67.5 | | % | | | | | | | | | | 312 | | | | | | 13 | | % | | | | | | | | | |
| Sub-total | | | 8,013 | | | | | | 7,670 | | | | | | | | | | | | 39.2 | | % | | | | 40.2 | | % | | | | | | | | | | 343 | | | | | | 4 | | % | | | | | | | | | |
| Selling, general and administrative | | | 6,564 | | | | | | 6,576 | | | | | | | | | | | | 32.1 | | % | | | | 34.4 | | % | | | | | | | | | | (12) | | | | | | n/m | | | | | | | | | | | |
| Net gain on sale of businesses and other assets | | | — | | | | | | (167) | | | | | | | | | | | | — | | % | | | | (0.9) | | % | | | | | | | | | | (167) | | | | | | n/m | | | | | | | | | | | |
| Total expenses | | | 14,577 | | | | | | 14,079 | | | | | | | | | | | | 71.3 | | % | | | | 73.7 | | % | | | | | | | | | | 498 | | | | | | 4 | | % | | | | | | | | | |
| Operating income | | | 5,879 | | | | | | 5,014 | | | | | | | | | | | | 28.7 | | % | | | | 26.3 | | % | | | | | | | | | | 865 | | | | | | 17 | | % | | | | | | | | | |
| Interest expense, net | | | (1,195) | | | | | | (976) | | | | | | | | | | | | (5.8) | | % | | | | (5.1) | | % | | | | | | | | | | 219 | | | | | | 22 | | % | | | | | | | | | |
These solutions include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection products; Clover, our cloud-based POS and integrated commerce operating system for small and mid-sized businesses (“SMBs”) and independent software vendors (“ISVs”); and CaratSM, our integrated operating system for large businesses.
Merchants, financial institutions and distribution partners in the Acceptance segment are frequently clients of our other segments.
The businesses in our Fintech segment provide financial institutions around the world with 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, check processing, and other products and services that support numerous types of financial transactions.
Certain of the businesses in the Fintech segment provide products or services to corporate clients to facilitate the management of financial processes and transactions.
Many of the products and services offered in the Fintech segment are integrated with products and services provided by our other segments.
This includes card transactions such as debit, credit and prepaid card processing and services; a range of network services; security and fraud protection products; and card production and print services.
Clients of the Payments segment businesses reflect a wide range of industries around the world, including merchants, distribution partners and financial institution customers in our other segments.
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 December 29, 2022, we acquired OrangeData S.A. (“Yacaré”), an Argentina-based payment service provider that enables customers to transact at merchant locations using QR codes.
Yacaré is included within the Acceptance segment and enhances our instant payment transaction capabilities.
On December 20, 2022, we acquired Merchant One, Inc. (“Merchant One”), an independent sales organization (“ISO”) focused on acquiring merchants in the restaurant, retail and e-commerce industries using an innovative mix of direct and digital marketing strategies.
Merchant One is included within the Acceptance segment and enhances our merchant distribution and sales force channels.
On September 1, 2022, we acquired NexTable, Inc. (“NexTable”), a provider of cloud-based reservation and table management solutions for restaurants.
NexTable is included within the Acceptance segment and expands our end-to-end restaurant solutions.
On June 1, 2022, we acquired The LR2 Group, LLC (“City POS”), an ISO that promotes payment processing services and facilitates the sale of POS equipment for merchants.
City POS is included within the Acceptance segment and expands our merchant services business.
On April 1, 2022, we acquired the remaining majority controlling ownership interest in Finxact, Inc. (“Finxact”), a developer of cloud-native banking solutions powering digital transformation throughout the financial services sector.
Finxact is included within the Fintech segment and advances our digital banking strategy, expanding our account processing, digital and payments solutions.
We acquired these businesses in 2022 for an aggregate purchase price of $994 million, net of $28 million of acquired cash, and including earn-out provisions estimated at a fair value of $6 million.
On October 17, 2022, we sold Fiserv Costa Rica, S.A. and our Systems Integration Services (“SIS”) operations, which provides information technology engineering services in the United States of America (“U.S.”) and India, to a single buyer.
Fiserv Costa Rica, S.A. and SIS were reported primarily within the Fintech segment.
On September 30, 2022, we sold our Korea operations, which were reported within the Acceptance segment.
We sold these operations in 2022 for total consideration of $99 million and recognized an aggregate net pre-tax loss on the sales of $83 million.
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.
Effective March 2022, we mutually agreed with a minority partner to terminate one of our merchant alliance joint ventures.
In conjunction with such termination, the joint venture minority partner elected to exercise its option to purchase certain additional merchant contracts of the joint venture for $175 million, resulting in the recognition of a pre-tax gain of $137 million during the year ended December 31, 2022.
and integration enabling differentiated value for our clients; and generate integration value, including cost and revenue synergies from acquisitions.
*Financial Institutions and Other Financial Technology Providers*
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.
In addition, 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 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 also required to estimate the useful lives of
Additionally, a significant change in a merchant alliance business relationship or operating performance could result in a material goodwill impairment charge.
period of recognition for each identified performance obligation.
| 2023 | | | $ | 8,132 | | | | | $ | 3,171 | | | | | $ | 6,696 | | | | | $ | 1,094 | | | | | $ | 19,093 | |
| 2022 | | | 7,292 | | | | | | 3,170 | | | | | | 6,262 | | | | | | 1,013 | | | | | | 17,737 | | |
| 2023 | | | $ | 2,856 | | | | | $ | 1,159 | | | | | $ | 3,189 | | | | | $ | (2,190) | | | | | $ | 5,014 | |
An excerpt. Shown here: 40 of 168 rewritten, 40 of 153 added and 40 of 97 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 FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
17 rewritten, 2 added, 8 removed, 20 unchanged
Market risk refers to the risk that a change in the level of one or more market prices, interest rates, [added: inflation,] currency exchange rates, indices, correlations or other market factors, such as liquidity, will result in losses for a certain financial instrument or group of financial instruments.
We had fixed- and variable-rate debt, excluding finance leases and other financing obligations, with varying maturities for an aggregate carrying amount of [removed: $20.0] [added: $21.6] billion and [removed: $2.3] [added: $2.4] billion, respectively, at December 31, [removed: 2023.][added: 2024.]
Our fixed-rate debt at December 31, [removed: 2023] [added: 2024] primarily consisted of fixed-rate senior notes with a fair value of [removed: $19.3] [added: $20.8] billion, based on matrix pricing which considers readily observable inputs of comparable securities.
Our variable-rate debt at December 31, [removed: 2023] [added: 2024] primarily consisted of outstanding U.S. dollar and Euro commercial paper and borrowings on our variable rate foreign lines of credit.
Based on our outstanding debt balances and interest rates at December 31, [removed: 2023,] [added: 2024,] a hypothetical 1% increase in market interest rates related to our variable-rate debt would increase annual interest expense by approximately [removed: $23] [added: $24] million.
This sensitivity analysis assumes the outstanding debt balances at December 31, [removed: 2023] [added: 2024] and the change in market interest rates is applicable for an entire year.
Subscriber funds and intermediary settlement cash balances earning interest averaged [removed: $3.4] [added: $3.0] billion during the year ended December 31, [removed: 2023.][added: 2024.]
During the year ended December 31, [removed: 2023,] [added: 2024,] a hypothetical 1% decrease in market interest rates would decrease the annual interest-related income by approximately [removed: $34] [added: $30] million.
This sensitivity analysis uses the average subscriber fund and intermediary settlement cash balances during the year ended December 31, [removed: 2023] [added: 2024] and assumes the change in market interest rates is applicable for an entire year.
For subsidiaries located in highly inflationary economies, [added: primarily Argentina,] the financial statements are remeasured into U.S. dollars, and the foreign currency gains and losses from the remeasurement of monetary assets and liabilities are reflected in the consolidated statements of income, rather than in shareholders’ equity.
The remeasurement of monetary assets and liabilities of our Argentina subsidiary resulted in [removed: net] pre-tax foreign currency exchange [removed: losses] [added: losses, included within other expense, net in the consolidated statements] of [removed: $164] [added: income, of $98] million and [removed: $52] [added: $164] million during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
Approximately 15% of our total revenue was generated internationally in [removed: 2023.][added: 2024.]
A strengthening or weakening of the U.S. dollar, relative to the currencies in which our income is denominated, by 10% would [added: not] have [removed: resulted in] a [removed: decrease or increase, respectively, in] [added: material impact on] our reported [removed: operating] [added: pre-tax] income [removed: as follows:][added: for the years ended December 31, 2024 and 2023.]
At December 31, [removed: 2023,] [added: 2024,] the notional amount of these derivatives was [removed: $443] [added: $481] million, with a fair value of [removed: $2] [added: $(8)] million.
In addition, we maintain fixed-to-fixed cross-currency rate swap contracts to hedge a portion of our net investment in certain subsidiaries whose functional currencies are in the [removed: Euro and] [added: Euro,] Singapore [added: Dollar and Canadian] Dollar.
At December 31, [removed: 2023,] [added: 2024,] aggregate notional fixed-to-fixed cross-currency rate swaps of [removed: 400] [added: 600] million [removed: Euros and 751] [added: Euros, 841] million Singapore Dollars [added: and 259 million Canadian Dollars] were designated as net investment hedges.
Additionally, we maintain [added: a] fixed-to-fixed cross-currency swap [removed: contracts,] [added: contract,] designated as [added: a] fair value [removed: hedges,] [added: hedge,] to mitigate the spot foreign exchange rate risk on the principal amount of certain foreign currency denominated [removed: debt.][added: debt and previously maintained fixed-to-fixed cross-currency rate swap contracts on the principal amount of a Euro-denominated intercompany note which was repaid in 2024.]
Gains and losses from foreign currency transactions, included within operating expenses in the consolidated statements of income, were not significant during the years ended December 31, 2024 and 2023.
We also have exposure to risks related to currency devaluation in certain countries, including Argentina, which may negatively impact our international operating results if there is a prolonged devaluation of local currencies relative to the U.S. dollar or if the economic conditions in these countries decline.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Year Ended December 31, | | | | | | | | |
| (In millions) | | | 2023 | | | | | | 2022 | | |
| EMEA (Europe, Middle East and Africa) | | | $ | 1 | | | | | $ | 5 | |
| APAC (Asia-Pacific) | | | — | | | | | | 1 | | |
| LATAM (Latin America) | | | 51 | | | | | | 9 | | |
| Total increase or decrease | | | $ | 52 | | | | | $ | 15 | |
Item 1. Business
73 rewritten, 39 added, 65 removed, 147 unchanged
We serve clients around the globe, including merchants, banks, credit unions, other financial [removed: institutions and] [added: institutions,] corporate [added: and public sector] clients.
Most of the products and services we provide are necessary for our clients to operate their businesses and [removed: are, therefore,] [added: are therefore] non-discretionary in nature.
In [removed: 2023,] [added: 2024,] we had [removed: $19.1] [added: $20.5] billion in total revenue, [removed: $5.0] [added: $5.9] billion in operating income and [removed: $5.2] [added: $6.6] billion of net cash provided by operating activities.
Processing and services revenue, which in [removed: 2023] [added: 2024] represented [removed: 82%] [added: 81%] of our total revenue, is primarily generated from account- and transaction-based fees under multi-year contracts that generally have high renewal rates.
We have operations and offices located both within the U.S. and Canada, and [removed: internationally.][added: internationally, which as a percentage of total revenue were as follows:]
| (In millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Total revenue | | | | | | $ | [removed: 19,093] [added: 20,456] | | | | | $ | [removed: 17,737] [added: 19,093] | | | | | $ | [removed: 16,226] [added: 17,737] | |
| International (1) | | | | | | 15 | | % | | | | [removed: 14] [added: 15] | | % | | | | 14 | | % |
We have grown our business [removed: organically and] through acquisitions [added: and organically] by signing new clients, expanding the products and services we provide to existing clients, offering new and enhanced products and services developed through innovation and acquisition, and extending our capabilities geographically, all of which have enabled us to deliver a wide range of products and services and created new opportunities for growth.
Our [removed: operations] [added: new reportable segments] are [removed: comprised of] the Merchant [removed: Acceptance (“Acceptance”) segment, the Financial Technology (“Fintech”)] [added: Solutions (“Merchant”)] segment and the [removed: Payments and Network (“Payments”)] [added: Financial Solutions (“Financial”)] segment.
[removed: Our headquarters are located at 255 Fiserv Drive, Brookfield,] [added: Phillips Avenue, Milwaukee,] Wisconsin [removed: 53045,] [added: 53203,] and our telephone number is (262) 879-5000.
The businesses in our [removed: Acceptance] [added: Merchant] segment provide [removed: a wide range of] commerce-enabling [removed: solutions] [added: products] and [removed: serve merchants] [added: services to companies] of all sizes around the world.
[removed: Acceptance] [added: We offer merchant acquiring] solutions [added: to] enable [added: small] businesses to securely accept payment transactions online or in-person.
Payment transactions include credit, debit, [removed: stored-value] [added: gift card] and loyalty payments online or through a physical POS or mobile device, such as a smartphone or tablet.
[removed: The businesses in our Acceptance segment] [added: We] distribute [added: the] products and services [added: in the Merchant segment businesses] through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, ISVs, [added: independent sales organizations (“ISOs”),] financial [removed: institutions,] [added: institutions] and other strategic partners in the form of [removed: joint venture] [added: merchant] alliances, revenue sharing alliances [removed: (“RSAs”),] and referral agreements.
By integrating next-generation hardware and [removed: software-as-a-service (“SaaS”) applications,] [added: SaaS capabilities,] along with value-added [removed: solutions,] [added: services,] Clover has become a leader in enabling omnichannel commerce solutions for [removed: SMBs and ISVs, with touchless commerce through QR code-based payments, online ordering solutions, and virtual terminals.][added: small businesses.]
We also offer small business owners [added: advance] access to capital through our Clover Capital cash advance [removed: program.][added: and, within our international operations, merchant anticipation programs.]
[removed: Carat helps] [added: These solutions help] clients maximize approval rates, reduce declines, lower fraud and chargebacks, reduce costs and improve the customer [removed: experience by enabling new capabilities, such as buying online, picking up in store or ordering ahead.][added: experience.]
Through this integrated [removed: operating system, numerous] [added: platform, a variety of] payment and commerce solutions can be accessed, including payment acceptance, payments optimization, [removed: network routing,] fraud [removed: detection,] [added: mitigation,] online electronic benefits [removed: transfers] [added: transfers, pay-by-bank] and digital payouts.
We provide [removed: agent sales forces, ISVs, VARs and PSPs] [added: these distribution partners] with [removed: specialized sales capabilities and] integrated merchant technology solutions to help them grow their businesses and manage their portfolios.
[removed: As a complement to the core account processing functionality, the Fintech segment businesses also] [added: We] provide [added: customer loan and deposit account processing;] digital [removed: banking,] [added: banking;] financial and risk [removed: management,] [added: management;] professional services and [removed: consulting, check processing, and other products] [added: consulting;] and [removed: services that support numerous types of financial transactions.][added: check processing.]
These solutions also include security, [removed: report generation] [added: reporting] and other features that financial institutions need to process transactions for their customers.
The principal account processing solutions used by our depository institution clients are [removed: Finxact,] Cleartouch®, DNA®, [added: Finxact, Portico®,] Precision®, [removed: Premier®, Signature®] [added: Premier®] and [removed: Portico®.][added: Signature®.]
All of these systems are available in the U.S., and the [removed: DNA] [added: DNA, Finxact] and Signature platforms are also available globally.
[removed: Our account processing business] [added: We] also [removed: provides] [added: offer] consulting services, business operations services and related software products that enable the transition of check capture from branch and teller channels to digital self-service deposit channels, including mobile, merchant and ATM.
[removed: *Digital Financial Solutions*][added: Financial Solutions]
Our [removed: digital financial solutions business includes Experience Digital (“XD”), our] principal consumer and business digital banking platform, [removed: which includes] [added: Experience Digital (“XD”), builds on] our Configure™, Architect™, Corillian Online®, Mobiliti™ and Create™ products.
[removed: Our enterprise payment solutions] [added: Additionally, we offer] products and services [added: which] enable operating efficiencies and management insight by providing financial institutions with the infrastructure they need to process, route and settle non-card-based electronic payments, including [removed: Automated Clearing House (“ACH”),] [added: ACH,] wire and instant payments, and to efficiently manage associated information flows.
[removed: Our enterprise payment solutions business includes our Payments Exchange platform, which provides] [added: These products and services provide] multiple payment capabilities, including domestic and international wire transfers and real time payments connection to the FedNow Service and RTP Network.
PEP+ is [removed: another] [added: an] enterprise payment [removed: solutions offering, which is a mainframe system] [added: solution] that allows financial institutions to automatically receive and originate electronic payments through the ACH network in a straight-through processing manner.
[removed: Payments][added: *Digital Payments*]
The businesses in our [removed: Payments] [added: Financial] segment provide [removed: financial institutions] [added: products] and [added: services to financial institution,] corporate and public sector clients [removed: with] [added: across] the [removed: products] [added: world, enabling the processing of customer loan] and [removed: services required to process] [added: deposit accounts,] digital [removed: payment] [added: payments and card] transactions.
[removed: 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, electronic billing, and] [added: *•Digital Payments* *–* provides debit card processing services; debit network services;] security and fraud protection [removed: products.][added: products; bill payment; person-to-person payments; and account-to-account transfers]
We provide [removed: financial institution clients with a full range of] debit [added: card] processing services, [removed: including] [added: which include] tokenization, loyalty and reward programs; customized authorization processing; gateway processing to payment networks; ATM managed services and cash and logistics management; and risk management products.
[removed: Our debit processing] [added: We] also [removed: provides] [added: provide] security, risk and fraud management solutions, which incorporate machine-learning-based predictive technology, that help financial institutions securely operate and grow their business by preventing fraud.
We [added: also] own and operate the Accel®, STAR® and MoneyPass® networks, which provide access to funds for debit card purchases through any physical and online [removed: channel, with or without a PIN/signature; and support transactions at ATMs, with or without a surcharge, including CardFree Cash℠.][added: channel.]
[removed: *Credit Processing*][added: *Processing*]
Our credit [added: card] processing [removed: business provides] [added: services provide] solutions to financial institutions and other issuers of credit, such as group service providers, retailers and consumer finance companies, to enable them to process credit card transactions on behalf of their customers.
Depending on the needs of our client, we deliver these solutions through our proprietary processing platforms, software application licenses, or [removed: software-as-a-service] [added: SaaS] hosted in the cloud.
[removed: Our Output Solutions business provides] [added: We provide] business statement and card products and services to clients across a wide variety of industries, including financial services, healthcare, retail, utilities, telecommunications, insurance and travel and entertainment.
| U.S. and Canada | | | | | | 85 | | % | | | | 85 | | % | | | | 86 | | % |
Our headquarters are located at 600 N.
Vel R.
Merchant Solutions
These products and services include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection solutions; stored-value solutions; software-as-a-service (“SaaS”); POS devices; and pay-by-bank solutions.
The business lines aggregated within the Merchant segment consist of the following:
*•Small Business –* provides products and services to small businesses and independent software vendors (“ISVs”), including Clover®, our POS and business management platform for small business clients
*•Enterprise –* provides products and services to large businesses, including our integrated omnichannel operating system for enterprise clients
*•Processing –* provides products and services to financial institutions, joint ventures, and other third party resellers which have direct relationships with merchants
*Small Business*
Our global point-of-sale and business management platform, Clover®, includes hardware and software technology necessary to enable small business merchants to accept payments; take orders; schedule pick-up and delivery services; and provide vertical specific business management tools.
*Enterprise*
We provide products and services to large businesses that are designed to enable clients to engage in commerce through various channels including online and mobile, drive value and savings through transactions, and engage more customers.
Our integrated omnichannel operating system allows enterprise clients to orchestrate payments and create consistent customer commerce experiences, delivered how and when their customers want.
We also offer a single platform for payment facilitators, marketplaces, software companies, and acquiring banks to compliantly manage boarding, credit and risk, and money movement for sub-merchants.
Clients can access our enterprise services through Commerce Hub™, our next generation gateway and orchestration layer that provides full-function e-commerce, omnichannel and multi-acquirer solutions that ease development effort and maintenance.
We help our clients consolidate their forms of stored value in a single digital wallet that is enabled in-store for true omnichannel customer engagement.
We provide products and services to financial institutions, joint ventures, and other third-party resellers such as ISOs, which have direct relationships with merchants.
The business lines aggregated within the Financial segment consist of the following:
*•Issuing* *–* provides credit card processing services; prepaid card processing services; card production services; print services; government payment processing; and student loan processing
*•Banking* *–* provides customer loan and deposit account processing; digital banking; financial and risk management; professional services and consulting; and check processing
We are a leading enabler of digital payment capabilities to financial institutions of all sizes, including solutions that help clients enable debit card processing services, peer-to-peer payments, account-to-account transfers, bill payment capabilities, and Automated Clearing House (“ACH”) and real-time payments.
*Issuing*
We provide credit card processing services; card production services; print services; prepaid card processing services; government payment processing; and student loan processing.
Our FirstVision™ and VisionPLUS® products are used globally to provide transaction processing services or are licensed to enable clients to process transactions on their own.
money, including wages.
Our government payment and student loan processing services generally relate to the processing of consumer payment activity.
We provide entitlement payments for state entities, unemployment, and disability debit card payments, as well as technology that enables our clients to provide student loan support services.
*Banking*
The lines between merchant acquiring, payment processing and banking are increasingly interconnected, as more banking and payment transactions are initiated at different touchpoints within merchant engagement.
Additionally, our embedded finance solutions enable merchants and others to deliver personalized financial experiences to their customers through a combination of Fiserv solutions including Finxact, Carat, plastics, and card processing, as well as third-party services, including banking services.
Merchant
Financial
card networks; and generally prohibits network exclusivity arrangements for debit card and prepaid card issuers.
In addition, we are subject to regulation by the Georgia Department of Banking and Finance in connection with our subsidiary’s Merchant Acquirer Limited Purpose Bank charter in Georgia.
Additional information about privacy and cybersecurity regulation applicable to our business can be found in the Risk Factors section of this report under the heading “Regulatory and Compliance Risks”.
As of December 31, 2024, we had over 38,000 employees worldwide.
diversity.
The categories in which we were ranked highest were “operational excellence” and “manager effectiveness”.
Revenue from products and services as a percentage of total revenue were as follows:
| Domestic | | | | | | 85 | | % | | | | 86 | | % | | | | 86 | | % |
We are relocating our global headquarters location to Milwaukee, Wisconsin in March 2024.
Acceptance
The solutions in this segment include merchant acquiring and digital commerce services; mobile payment services; security and fraud protection products; Clover, our cloud-based POS and integrated commerce operating system for small and mid-sized businesses (“SMBs”) and independent software vendors (“ISVs”); and Carat℠, our integrated operating system for large businesses.
Merchants, financial institutions and distribution partners in the Acceptance segment are frequently clients of our other segments.
*Clover*
Clover is our cloud-based POS and integrated commerce operating system for SMBs and ISVs designed for business management.
The Clover platform includes hardware and software technology necessary to enable SMB merchants to accept payments, process transactions, provide online ordering, maintain an e-commerce presence, and generate consumer loyalty through Clover’s customer engagement tools.
*Carat*
Carat is our integrated operating system for large businesses, designed to enable clients to accept more payments, engage more customers, and optimize commerce.
This wide variety of services enables Carat to help clients create more revenue, reduce their cost of payments, reach more consumers, and enable innovative omnichannel transactions such as voice-enabled commerce and payments.
*Distribution Channels and Partnerships*
Acceptance segment businesses distribute solutions and services through direct sales teams, as well as indirect sales channels, such as agent sales forces, ISVs, value-added resellers (“VARs”), and payment service providers (“PSPs”).
We also provide marketing services, data analytics and other tools that enable partners to further expand their businesses in local communities, specific industry verticals, and through e-commerce channels.
In addition, the businesses in our Acceptance segment leverage powerful sales capabilities for financial institution and non-financial institution partners to distribute their products and solutions through strategic arrangements including joint venture alliances, RSAs and referral agreements.
Fintech
The businesses in our Fintech segment provide financial institutions around the world with 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.
Certain of the businesses in the Fintech segment provide products or services to corporate clients to facilitate the management of financial processes and transactions.
Many of the products and services offered in the Fintech segment are integrated with products and services provided by our other segments.
*Core Account Processing Solutions*
We provide account servicing and management technology products and services to our depository institution clients, as well as a range of integrated, value-added banking products and services.
Our deposit liquidity solutions enable our clients to retain, monetize and grow their deposit account base while analyzing customer demand and enabling customer short-term liquidity.
Our decision management solutions include Nautilus®, a content management product, and Prologue™ Financials, which combines enterprise performance management and financial control offerings to deliver budgeting, planning, financial accounting, and automated reconciliation and account certification tools to our clients.
These solutions are further complemented by fraud detection and mitigation through our fraud and financial crime risk management solutions.
*Enterprise Payment Solutions*
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.
This includes card transactions such as debit, credit and prepaid card processing and services; a range of network 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.
Clients of the Payments segment businesses reflect a wide range of industries, including merchants, distribution partners and financial institutions customers in our other segments.
*Debit and Network Processing*
Our debit and network processing business provides a comprehensive payments solution through a variety of products and services.
Credit Choice, a fully managed credit card issuing-as-a-service solution, allows community financial institutions to offer their customers a branded credit card that is integrated into their debit solutions without the operational burden of managing their own credit card portfolio.
Our VisionPLUS® software is used outside of the U.S. as both a processing solution and a licensed software solution that enables some clients to process transactions on their own.
*Output Solutions*
*Digital and Bill Payments*
Our digital and bill payments business is comprised of electronic bill payment and presentment services, as well as other digital payment solutions for businesses and consumers, including person-to-person payments, account-to-account transfers and account opening and funding.
Our turnkey solution simplifies the implementation of Zelle by providing interface, risk management, alerting, settlement and other services to clients.
*Biller Solutions*
Our clients’ customers access our electronic billing and payment systems by viewing or paying a bill through a financial institution’s bill payment application, using a biller’s website, mobile application, automated phone system or customer service representative, or by paying in-person at one of the many nationwide walk-in payment locations.
Because our biller clients are able to receive all of these services from us, we can eliminate the operational complexity and expense of supporting multiple vendor systems or in-house-developed systems.
An excerpt. Shown here: 40 of 73 rewritten, all 39 added and 40 of 65 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Cover and table of contents
29 rewritten, 2 added, 2 removed, 102 unchanged
| For the fiscal year ended: | | | December 31, [removed: 2023] [added: 2024] | | | | | |
The aggregate market value of the common stock of the registrant held by non-affiliates as of June [removed: 30, 2023] [added: 28, 2024] (the last trading day of the second fiscal quarter) was [removed: $76,750,418,162] [added: $85,486,940,134] based on the closing price of the registrant’s common stock on the [removed: NASDAQ Global Select Market] [added: New York Stock Exchange] on that date.
The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at February [removed: 16, 2024] [added: 14, 2025] was [removed: 590,402,536.][added: 561,288,944.]
Part III of this report incorporates information by reference to the registrant’s proxy statement for its [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]
| Item 1. | | | [removed: [Business](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_16)] [added: [Business](#ieadf1989deab486e8e3cf3917d406b7c_16)] | | | [removed: [2](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_16)] [added: [2](#ieadf1989deab486e8e3cf3917d406b7c_16)] | | | | | |
| Item 1A. | | | [Risk [removed: Factors](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_19)] [added: Factors](#ieadf1989deab486e8e3cf3917d406b7c_46)] | | | [removed: [11](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_19)] [added: [10](#ieadf1989deab486e8e3cf3917d406b7c_46)] | | | | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_22)] [added: Comments](#ieadf1989deab486e8e3cf3917d406b7c_49)] | | | [removed: [21](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_22)] [added: [20](#ieadf1989deab486e8e3cf3917d406b7c_49)] | | | | | |
| Item 1C. | | | [removed: [Cybersecurity](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_2297)] [added: [Cybersecurity](#ieadf1989deab486e8e3cf3917d406b7c_52)] | | | [removed: [21](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_22)] [added: [20](#ieadf1989deab486e8e3cf3917d406b7c_52)] | | | | | |
| Item 2. | | | [removed: [Properties](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_25)] [added: [Properties](#ieadf1989deab486e8e3cf3917d406b7c_55)] | | | [removed: [22](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_25)] [added: [22](#ieadf1989deab486e8e3cf3917d406b7c_55)] | | | | | |
| Item 3. | | | [Legal [removed: Proceedings](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_28)] [added: Proceedings](#ieadf1989deab486e8e3cf3917d406b7c_58)] | | | [removed: [22](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_28)] [added: [22](#ieadf1989deab486e8e3cf3917d406b7c_58)] | | | | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_31)] [added: Disclosures](#ieadf1989deab486e8e3cf3917d406b7c_61)] | | | [removed: [23](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_31)] [added: [22](#ieadf1989deab486e8e3cf3917d406b7c_61)] | | | | | |
| | | | [Information About Our Executive [removed: Officers](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_34)] [added: Officers](#ieadf1989deab486e8e3cf3917d406b7c_64)] | | | [removed: [24](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_34)] [added: [23](#ieadf1989deab486e8e3cf3917d406b7c_64)] | | | | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_40)] [added: Securities](#ieadf1989deab486e8e3cf3917d406b7c_70)] | | | [removed: [25](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_40)] [added: [25](#ieadf1989deab486e8e3cf3917d406b7c_70)] | | | | | |
| Item 6. | | | [removed: [\[Reserved\]](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_43)] [added: [\[Reserved\]](#ieadf1989deab486e8e3cf3917d406b7c_73)] | | | [removed: [26](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_43)] [added: [26](#ieadf1989deab486e8e3cf3917d406b7c_73)] | | | | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_49)] [added: Operations](#ieadf1989deab486e8e3cf3917d406b7c_79)] | | | [removed: [26](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_49)] [added: [26](#ieadf1989deab486e8e3cf3917d406b7c_79)] | | | | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_94)] [added: Risk](#ieadf1989deab486e8e3cf3917d406b7c_148)] | | | [removed: [43](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_94)] [added: [43](#ieadf1989deab486e8e3cf3917d406b7c_148)] | | | | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_97)] [added: Data](#ieadf1989deab486e8e3cf3917d406b7c_154)] | | | [removed: [45](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_97)] [added: [45](#ieadf1989deab486e8e3cf3917d406b7c_154)] | | | | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_196)] [added: Disclosure](#ieadf1989deab486e8e3cf3917d406b7c_256)] | | | [removed: [96](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_196)] [added: [96](#ieadf1989deab486e8e3cf3917d406b7c_256)] | | | | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_199)] [added: Procedures](#ieadf1989deab486e8e3cf3917d406b7c_259)] | | | [removed: [96](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_199)] [added: [96](#ieadf1989deab486e8e3cf3917d406b7c_259)] | | | | | |
| Item 9B. | | | [Other [removed: Information](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_205)] [added: Information](#ieadf1989deab486e8e3cf3917d406b7c_265)] | | | [removed: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_205)] [added: [98](#ieadf1989deab486e8e3cf3917d406b7c_265)] | | | | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_208)] [added: Inspections](#ieadf1989deab486e8e3cf3917d406b7c_271)] | | | [removed: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_208)] [added: [98](#ieadf1989deab486e8e3cf3917d406b7c_271)] | | | | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_214)] [added: Governance](#ieadf1989deab486e8e3cf3917d406b7c_277)] | | | [removed: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_214)] [added: [98](#ieadf1989deab486e8e3cf3917d406b7c_277)] | | | | | |
| Item 11. | | | [Executive [removed: Compensation](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_217)] [added: Compensation](#ieadf1989deab486e8e3cf3917d406b7c_280)] | | | [removed: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_217)] [added: [98](#ieadf1989deab486e8e3cf3917d406b7c_280)] | | | | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_220)] [added: Matters](#ieadf1989deab486e8e3cf3917d406b7c_283)] | | | [removed: [98](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_220)] [added: [98](#ieadf1989deab486e8e3cf3917d406b7c_283)] | | | | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_223)] [added: Independence](#ieadf1989deab486e8e3cf3917d406b7c_286)] | | | [removed: [99](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_223)] [added: [99](#ieadf1989deab486e8e3cf3917d406b7c_286)] | | | | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_226)] [added: Services](#ieadf1989deab486e8e3cf3917d406b7c_289)] | | | [removed: [99](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_226)] [added: [99](#ieadf1989deab486e8e3cf3917d406b7c_289)] | | | | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_232)] [added: Schedules](#ieadf1989deab486e8e3cf3917d406b7c_295)] | | | [removed: [100](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_232)] [added: [100](#ieadf1989deab486e8e3cf3917d406b7c_295)] | | | | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_241)] [added: Summary](#ieadf1989deab486e8e3cf3917d406b7c_304)] | | | [removed: [103](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_241)] [added: [104](#ieadf1989deab486e8e3cf3917d406b7c_304)] | | | | | |
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 impact of a security breach or operational failure on our 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, [added: taxes, trade policies and tariffs,] a recession, bank failures, or intensified international hostilities, and the impact they may have on us and our 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; the impact of our [removed: strategic initiatives;] [added: growth strategies;] our ability to attract and retain key personnel; [removed: 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: 2023] [added: 2024] and in other documents that we file with the Securities and Exchange Commission, which are available at http://www.sec.gov.
| 600 N. Vel R. Phillips Avenue, | | | Milwaukee, | | | WI | | | 53203 | | |
| | | | [Signatures](#ieadf1989deab486e8e3cf3917d406b7c_307) | | | [105](#ieadf1989deab486e8e3cf3917d406b7c_307) | | | | | |
| 255 Fiserv Drive | | | Brookfield, | | | WI | | | 53045 | | |
| | | | [Signatures](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_244) | | | [104](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_244) | | | | | |
Item 1C. Cybersecurity
7 rewritten, 5 added, 2 removed, 33 unchanged
[removed: We] [added: In order to keep this data secure, we] maintain an enterprise risk management (“ERM”) program designed to systematically identify and manage risk including risk from cybersecurity threats.
[removed: An executive risk committee,] comprised of senior leaders of our lines of business and corporate functions, provides executive level accountability for the ERM program.
The committee is chaired by the Deputy Chief Information Security Officer, who reports to the Chief Operating Officer through our Chief Information Security [removed: Officer,] [added: Officer (“CISO”),] and is comprised of senior business, cybersecurity, and technology leaders responsible for delivering our products and services.
We maintain a global cybersecurity policy that incorporates recognized industry standards [added: and best practices] from the National Institute of Standards and Technology [removed: 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 [removed: Chief Information Security Officer] [added: CISO] has served in various senior roles in information technology and information security, in both the public and private sector, for over two decades and maintains a Certified Chief Information Security Officer professional certification.
Similarly, the other members of our global cybersecurity services team have [added: a broad range of] cybersecurity training and experience in both the public, including military and law enforcement, and private sectors and maintain various certifications in relevant subjects.
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 [removed: resources] [added: resources, including maintaining cybersecurity insurance coverage,] to [removed: maintain] [added: sustain] and enhance our information security and controls or to investigate and mitigate security vulnerabilities.
At the core of our business, we host, collect, process, use and retain significant amounts of financial, personal and other sensitive data across our own technology environment and the third-party information systems of our vendors, service providers and partners.
An executive risk committee,
At each regular board meeting, the risk committee reviews and reports to the board on key cybersecurity
risks.
Additional information on the impact of cybersecurity threats applicable to our business can be found in the Risk Factors section of this report under the heading “Operational and Security Risks”.
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.
Item 2. Properties
2 rewritten, 0 added, 0 removed, 3 unchanged
At December 31, [removed: 2023,] [added: 2024,] we owned [removed: 18] [added: 17] and leased [removed: 117] [added: 108] properties globally.
Our real estate strategy includes developing [removed: state-of-the art] centralized campus environments in strategic [removed: locations across the U.S.,] [added: locations,] including in Florida, Georgia, Nebraska, New [removed: Jersey] [added: Jersey, Wisconsin] and [removed: Wisconsin.][added: Dublin, Ireland.]
Item 4. Mine Safety Disclosures
11 rewritten, 11 added, 0 removed, 30 unchanged
The names of our executive officers as of February [removed: 22, 2024,] [added: 20, 2025,] together with their ages, positions and business experience are described below:
| Frank J. Bisignano | | | [removed: 64] [added: 65] | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer | | |
| Guy Chiarello | | | [removed: 64] [added: 65] | | | Chief Operating Officer | | |
| John Gibbons | | | [removed: 64] [added: 65] | | | Head of Financial Institutions Group | | |
| Robert W. Hau | | | [removed: 58] [added: 59] | | | Chief Financial Officer | | |
| Jennifer LaClair | | | [removed: 52] [added: 53] | | | Head of [removed: Global Business] [added: Merchant] Solutions | | |
| Adam L. Rosman | | | [removed: 58] [added: 59] | | | Chief Administrative Officer and Chief Legal Officer | | |
*Mr. Bisignano* has served as Chairman of the Board since 2022, Chief Executive Officer since 2020 and a director [removed: and President] since 2019.
He served as [added: President from 2019 to January 2025 and] Chief Operating Officer from 2019 to 2020.
*Ms. LaClair* has served as Head of [removed: Global Business] [added: Merchant] Solutions since January 2024 and previously served as Chief Revenue Officer since July 2023.
[removed: Previously, he served as general counsel of] First Data Corporation from 2014 to 2019.
| Michael P. Lyons | | | 54 | | | President and CEO-Elect | | |
*Mr. Lyons* has served as President and CEO-Elect since January 2025.
Before joining Fiserv, Mr. Lyons served as President of The PNC Financial Services Group, Inc. and its wholly owned subsidiary, PNC Bank, National Association, since February 2024.
Prior to that role, he served as Executive Vice President and Head of Corporate and Institutional Banking at PNC from 2011 to February 2024.
Prior to joining PNC, from 2010 until 2011, Mr. Lyons served as Head of Corporate Development and Strategic Planning for Bank of America.
Previously, he served as general counsel of
Effective January 27, 2025, Michael P.
Lyons was appointed President and CEO-elect of Fiserv.
Mr. Lyons reports to Chief Executive Officer Frank J.
Bisignano, who will continue in his current roles as Chairman and Chief Executive Officer until the earlier of Mr. Bisignano’s confirmation by the U.S. Senate as the Commissioner of Social Security Administration and June 30, 2025.
Upon Mr. Bisignano’s departure, Mr. Lyons will become Chief Executive Officer of Fiserv and a member of the Fiserv Board of Directors.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
7 rewritten, 9 added, 13 removed, 15 unchanged
[added: Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “FI.”] At December 31, [removed: 2023,] [added: 2024,] our common stock was held by [removed: 1,538] [added: 1,479] 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: 2023:][added: 2024:]
(1)On February [added: 19, 2025 and February] 22, 2023, our board of directors authorized the purchase of up to [added: 60.0 million and] 75.0 million shares of our common [removed: stock.][added: stock, respectively.]
The following graph compares the cumulative total shareholder return on our common stock for the five years ended December 31, [removed: 2023] [added: 2024] with the S&P 500 [removed: Index,] [added: Index and] the S&P 500 Financials [removed: Index and the NASDAQ US Benchmark Transaction Processing Services Index (the “Index”).][added: Index.]
The graph assumes that $100 was invested on December 31, [removed: 2018] [added: 2019] in our common stock and each index and that all dividends were reinvested.
[removed: ][added: ]
| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |
| October 1-31, 2024 | | | | | | 2,155,547 | | | | | | $ | 192.86 | | | | | 2,155,547 | | | | | | 22,002,078 | | |
| November 1-30, 2024 | | | | | | 1,810,500 | | | | | | 214.25 | | | | | | 1,810,500 | | | | | | 20,191,578 | | |
| December 1-31, 2024 | | | | | | 2,156,806 | | | | | | 206.95 | | | | | | 2,156,806 | | | | | | 18,034,772 | | |
| Total | | | | | | 6,122,853 | | | | | | | | | | | | 6,122,853 | | | | | | | | |
These authorizations do not expire.
| Fiserv, Inc. | | | $ | 100 | | | | | $ | 98 | | | | | $ | 90 | | | | | $ | 87 | | | | | $ | 115 | | | | | $ | 178 | |
| S&P 500 Index | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |
| S&P 500 Financials Index | | | 100 | | | | | | 98 | | | | | | 133 | | | | | | 119 | | | | | | 133 | | | | | | 174 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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.
Prior to September 21, 2020, the Index was known as the NASDAQ US Benchmark Financial Administration Index.
The Index, as renamed, is identical to the NASDAQ US Benchmark Financial Administration Index prior to its name change on September 21, 2020.
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 | | |
| NASDAQ US Benchmark Transaction Processing Services Index | | | 100 | | | | | | 139 | | | | | | 187 | | | | | | 178 | | | | | | 139 | | | | | | 169 | | |
Item 8. Financial Statements and Supplementary Data
573 rewritten, 322 added, 272 removed, 927 unchanged
| [Consolidated Statements of [removed: Income](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_100)] [added: Income](#ieadf1989deab486e8e3cf3917d406b7c_157)] | | | [removed: [46](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_100)] [added: [46](#ieadf1989deab486e8e3cf3917d406b7c_157)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_103)] [added: Income](#ieadf1989deab486e8e3cf3917d406b7c_160)] | | | [removed: [47](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_103)] [added: [47](#ieadf1989deab486e8e3cf3917d406b7c_160)] | | |
| [Consolidated Balance [removed: Sheets](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_109)] [added: Sheets](#ieadf1989deab486e8e3cf3917d406b7c_166)] | | | [removed: [48](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_109)] [added: [48](#ieadf1989deab486e8e3cf3917d406b7c_166)] | | |
| [Consolidated Statements of [removed: Equity](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_112)] [added: Equity](#ieadf1989deab486e8e3cf3917d406b7c_169)] | | | [removed: [49](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_112)] [added: [49](#ieadf1989deab486e8e3cf3917d406b7c_169)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_115)] [added: Flows](#ieadf1989deab486e8e3cf3917d406b7c_172)] | | | [removed: [50](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_115)] [added: [50](#ieadf1989deab486e8e3cf3917d406b7c_172)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_118)] [added: Statements](#ieadf1989deab486e8e3cf3917d406b7c_175)] | | | [removed: [51](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_118)] [added: [51](#ieadf1989deab486e8e3cf3917d406b7c_175)] | | |
| [Schedule II - Valuation and Qualifying [removed: Accounts](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_190)] [added: Accounts](#ieadf1989deab486e8e3cf3917d406b7c_250)] | | | [removed: [92](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_190)] [added: [92](#ieadf1989deab486e8e3cf3917d406b7c_250)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_193)] [added: Firm](#ieadf1989deab486e8e3cf3917d406b7c_253)] (PCAOB ID No. 34) | | | [removed: [93](#i4c2c4a38e5a44f7e8aa2c5d9d030db1d_193)] [added: [93](#ieadf1989deab486e8e3cf3917d406b7c_253)] | | |
| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Processing and services (1) | | | | | | $ | [removed: 15,630] [added: 16,637] | | | | | $ | [removed: 14,460] [added: 15,630] | | | | | $ | [removed: 13,307] [added: 14,460] | |
| Product | | | | | | [removed: 3,463] [added: 3,819] | | | | | | [removed: 3,277] [added: 3,463] | | | | | | [removed: 2,919] [added: 3,277] | | |
| Total revenue | | | | | | [removed: 19,093] [added: 20,456] | | | | | | [removed: 17,737] [added: 19,093] | | | | | | [removed: 16,226] [added: 17,737] | | |
| Cost of processing and services | | | | | | [removed: 5,332] [added: 5,363] | | | | | | [removed: 5,771] [added: 5,332] | | | | | | [removed: 6,084] [added: 5,771] | | |
| Cost of product | | | | | | [removed: 2,338] [added: 2,650] | | | | | | [removed: 2,221] [added: 2,338] | | | | | | [removed: 2,044] [added: 2,221] | | |
| Selling, general and administrative | | | | | | [removed: 6,576] [added: 6,564] | | | | | | [removed: 6,059] [added: 6,576] | | | | | | [removed: 5,810] [added: 6,059] | | |
| Net gain on sale of businesses and other assets | | | | | | [removed: (167)] [added: —] | | | | | | [removed: (54)] [added: (167)] | | | | | | [removed: —] [added: (54)] | | |
| Total expenses | | | | | | [removed: 14,079] [added: 14,577] | | | | | | [removed: 13,997] [added: 14,079] | | | | | | [removed: 13,938] [added: 13,997] | | |
| Operating income | | | | | | [removed: 5,014] [added: 5,879] | | | | | | [removed: 3,740] [added: 5,014] | | | | | | [removed: 2,288] [added: 3,740] | | |
| Interest expense, net | | | | | | [removed: (976)] [added: (1,195)] | | | | | | [removed: (733)] [added: (976)] | | | | | | [removed: (693)] [added: (733)] | | |
| Other [removed: (expense) income,] [added: expense,] net [removed: | | |] [added: (7)] | | | [removed: (140)] | | | | | | [removed: (94)] | | | | | | [removed: 71] [added: (140)] | | |
| Income before income taxes and (loss) income from investments in unconsolidated affiliates | | | | | | [removed: 3,898] [added: 4,506] | | | | | | [removed: 2,913] [added: 3,898] | | | | | | [removed: 1,666] [added: 2,913] | | |
| Income tax provision | | | | | | [removed: (754)] [added: (641)] | | | | | | [removed: (551)] [added: (754)] | | | | | | [removed: (363)] [added: (551)] | | |
| (Loss) income from investments in unconsolidated affiliates | | | | | | [removed: (15)] [added: (685)] | | | | | | [removed: 220] [added: (15)] | | | | | | [removed: 100] [added: 220] | | |
| Net income | | | | | | [removed: 3,129] [added: 3,180] | | | | | | [removed: 2,582] [added: 3,129] | | | | | | [removed: 1,403] [added: 2,582] | | |
| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | [removed: 61] [added: 49] | | | | | | [removed: 52] [added: 61] | | | | | | [removed: 69] [added: 52] | | |
| Net income attributable to Fiserv, Inc. | | | | | | $ | [removed: 3,068] [added: 3,131] | | | | | $ | [removed: 2,530] [added: 3,068] | | | | | $ | [removed: 1,334] [added: 2,530] | |
| Basic | | | | | | $ | [removed: 5.02] [added: 5.41] | | | | | $ | [removed: 3.94] [added: 5.02] | | | | | $ | [removed: 2.01] [added: 3.94] | |
| Diluted | | | | | | $ | [removed: 4.98] [added: 5.38] | | | | | $ | [removed: 3.91] [added: 4.98] | | | | | $ | [removed: 1.99] [added: 3.91] | |
| Basic | | | | | | [removed: 611.7] [added: 578.7] | | | | | | [removed: 642.3] [added: 611.7] | | | | | | [removed: 662.6] [added: 642.3] | | |
| Diluted | | | | | | [removed: 615.9] [added: 582.1] | | | | | | [removed: 647.9] [added: 615.9] | | | | | | [removed: 671.6] [added: 647.9] | | |
(1)Includes processing and other fees charged to related party investments accounted for under the equity method of [removed: $178] [added: $137] million, [removed: $201] [added: $178] million and [removed: $203] [added: $201] million for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively (see Note 19).
| Net income | | | | | | $ | [removed: 3,129] [added: 3,180] | | | | | $ | [removed: 2,582] [added: 3,129] | | | | | $ | [removed: 1,403] [added: 2,582] | |
| Other comprehensive [removed: income (loss):] [added: (loss) income:] | | | | | | | | | | | | | | | | | | | | |
| Fair market value adjustment on derivatives | | | | | | [removed: 14] [added: (13)] | | | | | | [removed: (15)] [added: 14] | | | | | | [removed: 8] [added: (15)] | | |
| Reclassification adjustment for net realized [removed: losses] (gains) [added: losses] on cash flow hedges included in cost of processing and services | | | | | | [removed: 4] [added: (3)] | | | | | | [removed: 2] [added: 4] | | | | | | [removed: (10)] [added: 2] | | |
| Reclassification adjustment for net realized losses on cash flow hedges included in net interest expense | | | | | | [removed: 15] [added: 14] | | | | | | [removed: 19] [added: 15] | | | | | | [removed: 21] [added: 19] | | |
| Tax impacts of derivatives | | | | | | [removed: (8)] [added: 1] | | | | | | [removed: (2)] [added: (8)] | | | | | | [removed: (5)] [added: (2)] | | |
| Unrealized [removed: gain] (loss) [added: gain] on defined benefit pension plans | | | | | | [removed: 7] [added: (117)] | | | | | | [removed: (78)] [added: 7] | | | | | | [removed: 67] [added: (78)] | | |
| Tax impacts of defined benefit pension plans | | | | | | [removed: (2)] [added: (5)] | | | | | | [removed: 18] [added: (2)] | | | | | | [removed: (17)] [added: 18] | | |
| Foreign currency translation | | | | | | [removed: 288] [added: (607)] | | | | | | [removed: (421)] [added: 288] | | | | | | [removed: (497)] [added: (421)] | | |
| Other expense, net | | | | | | (178) | | | | | | (140) | | | | | | (94) | | |
| Realized loss due to settlement of terminated defined benefit pension plans (see Notes 14 and 15) | | | | | | 132 | | | | | | — | | | | | | — | | |
| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | 49 | | | | | | 61 | | | | | | 52 | | |
| | | | | | | 2024 | | | | | | 2023 | | |
| Accounts payable and other current liabilities | | | | | | $ | 4,799 | | | | | $ | 4,355 | |
| Net income (1) | | | | | | | | | | | | | | | | | | | | | 3,131 | | | | | | 36 | | | 3,167 | | |
| Balance at December 31, 2024 | | | 784 | | | 220 | | | | | | $ | 8 | | $ | 23,080 | | $ | (1,413) | | $ | 23,575 | | $ | (18,182) | | $ | 618 | | $ | 27,686 | |
| Net income | | | | | | $ | 3,180 | | | | | $ | 3,129 | | | | | $ | 2,582 | |
| Net gain on sale of businesses and other assets | | | | | | — | | | | | | (167) | | | | | | (54) | | |
| Non-cash settlement charge for terminated pension plans | | | | | | 147 | | | | | | — | | | | | | — | | |
| Non-cash foreign currency exchange loss | | | | | | 92 | | | | | | 76 | | | | | | — | | |
| Merchant cash advances, net | | | | | | (801) | | | | | | — | | | | | | — | | |
Segment results for the years ended December 31, 2023 and 2022 have been recast to reflect the Segment Realignment.
Additional information regarding the Company’s redeemable noncontrolling interests is included in Note 13 to the consolidated financial statements.
Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
Leases with a term of 12 months or less are not recorded on the consolidated balance sheets; instead, lease payments are recognized as lease expense on a straight-line basis over the lease term.
Prepaid expenses and other current assets consisted of the following:
| (In millions) | | | | | | 2024 | | | | | | 2023 | | |
| Prepaid maintenance, postage and insurance | | | | | | $ | 216 | | | | | $ | 187 | |
| Other prepaid expenses | | | | | | 188 | | | | | | 236 | | |
| Total prepaid expenses (1) | | | | | | 404 | | | | | | 423 | | |
| Income tax receivables (2) | | | | | | 501 | | | | | | 534 | | |
| Clover Capital cash advances, net | | | | | | 381 | | | | | | 269 | | |
| Settlement advance cash payments | | | | | | 1,101 | | | | | | 381 | | |
| Other current assets | | | | | | 700 | | | | | | 737 | | |
| Total other current assets | | | | | | 2,683 | | | | | | 1,921 | | |
| Total prepaid expenses and other current assets | | | | | | $ | 3,087 | | | | | $ | 2,344 | |
| | | | | | | | | | 5,072 | | | | | | 4,844 | | |
performance, market and competitive factors in its industry and other events specific to its reporting units.
In connection with the Segment Realignment described above, certain of the Company’s reporting units changed in composition as a result of which goodwill was allocated to such reporting units using a relative fair value approach.
Additional information regarding the Company’s investments in unconsolidated affiliates is included in Note 8 to the consolidated financial statements.
| (In millions) | | | | | | 2024 | | | | | | 2023 | | |
| Obligation to purchase redeemable noncontrolling interest (see Note 13) | | | | | | 95 | | | | | | — | | |
Additional information regarding the Company’s derivatives and hedging instruments is included in Note 9 to the consolidated financial statements.
Weighted-average shares excluded from the calculation of common stock equivalents for anti-dilutive stock options in 2024 were not significant.
The Company adopted ASU 2023-07 effective for the year ended December 31, 2024, with retrospective application of the additional segment information for the years ended December 31, 2023 and 2022.
Additional information regarding the Company’s reportable segments is included in Note 20 to the consolidated financial statements.
For public entities, the provisions within ASU
In 2024, the FASB issued ASU No. 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses* (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.
Under ASU 2024-03, entities will be required to disaggregate information, in tabular format, about specific natural expense categories underlying certain income statement expense line items that are considered ‘relevant’, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Accounts payable and accrued expenses | | | | | | $ | 4,355 | | | | | $ | 3,883 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at January 1, 2021 | | | 789 | | | 121 | | | | | | $ | 8 | | $ | 23,643 | | $ | (387) | | $ | 13,441 | | $ | (4,375) | | $ | 740 | | $ | 33,070 | |
| Net income (1) | | | | | | | | | | | | | | | | | | | | | 1,334 | | | | | | 25 | | | 1,359 | | |
| Prior period adjustment (see Note 9) | | | | | | | | | | | | | | | | | | (71) | | | 71 | | | | | | | | | — | | |
| Retirement of treasury stock (see Note 19) | | | (5) | | | (5) | | | | | | | | | (588) | | | | | | | | | 588 | | | | | | — | | |
| Non-cash impairment charges | | | | | | — | | | | | | 14 | | | | | | 15 | | |
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 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.
networks, bank partners, merchants or direct consumers.
| | | | | | | | | | 4,844 | | | | | | 4,166 | | |
line method over their estimated useful lives, generally four to ten years.
The Company elected to perform a quantitative test for certain reporting units, including those that changed in composition or where the prior year’s amount of excess fair value over carrying value was of a lower magnitude, and tested the remainder of its reporting units using a qualitative approach.
Additionally, a significant change in a merchant alliance business relationship or operating performance could result in a material goodwill impairment charge.
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.
Accounts Payable and Accrued Expenses
Employee Benefit Plans
The Company maintains frozen defined benefit pension plans covering certain employees in Europe and the U.S. The Company records actuarial gains/losses and prior service cost in the consolidated balance sheets and recognizes changes in these amounts during the year in which changes occurred through other comprehensive income (loss).
Various assumptions were used when computing amounts relating to the Company’s defined benefit pension plan obligations and their associated expenses (including the discount rate and the expected rate of return on plan assets).
Certain of these frozen defined benefit pension plans were terminated effective September 30, 2023.
outstanding during the year.
In 2022, the FASB issued ASU No. 2022-02, *Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures* (“ASU 2022-02”), which among other items, requires that entities disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases.
The Company adopted ASU 2022-02 effective January 1, 2023, and the adoption did not have a material impact on the Company’s financial statement disclosures for the year ended December 31, 2023.
December 15, 2025.
Revenue for arrangements with customers that include significant customization, modification or
| Processing | | | | | | $ | 6,942 | | | | | $ | 1,671 | | | | | $ | 4,902 | | | | | $ | 23 | | | | | $ | 13,538 | |
| Hardware, print and card production | | | | | | 978 | | | | | | 60 | | | | | | 1,091 | | | | | | — | | | | | | 2,129 | | |
| Professional services | | | | | | 25 | | | | | | 469 | | | | | | 318 | | | | | | — | | | | | | 812 | | |
| Software maintenance | | | | | | — | | | | | | 531 | | | | | | 40 | | | | | | — | | | | | | 571 | | |
| License and termination fees | | | | | | 40 | | | | | | 198 | | | | | | 189 | | | | | | — | | | | | | 427 | | |
| Output Solutions postage | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,071 | | | | | | 1,071 | | |
| Other | | | | | | 147 | | | | | | 242 | | | | | | 156 | | | | | | — | | | | | | 545 | | |
| Total Revenue | | | | | | $ | 8,132 | | | | | $ | 3,171 | | | | | $ | 6,696 | | | | | $ | 1,094 | | | | | $ | 19,093 | |
| Processing | | | | | | $ | 6,226 | | | | | $ | 1,608 | | | | | $ | 4,709 | | | | | $ | 22 | | | | | $ | 12,565 | |
| Hardware, print and card production | | | | | | 918 | | | | | | 42 | | | | | | 1,036 | | | | | | — | | | | | | 1,996 | | |
| Professional services | | | | | | 21 | | | | | | 484 | | | | | | 278 | | | | | | — | | | | | | 783 | | |
An excerpt. Shown here: 40 of 573 rewritten, 40 of 322 added and 40 of 272 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 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: 2023.][added: 2024.]
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
Based on management’s assessment, our management believes that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on those financial statements.
February 20, 2025
February 22, 2024
Item 9B. Other Information
3 rewritten, 0 added, 0 removed, 0 unchanged
(b) Except as set forth below, during the three months ended December 31, [removed: 2023,] [added: 2024,] 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 [removed: December 15, 2023, Guy Chiarello,] [added: November 11, 2024, Adam Rosman,] Chief [removed: Operating] [added: Administrative] Officer [added: and Chief Legal Officer] of the Company, adopted a trading arrangement for the sale of [removed: 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. [removed: Chiarello’s] [added: Rosman’s] Rule 10b5-1 Trading Plan provides for the [removed: exercise] [added: sale] of up to [removed: 143,929 employee stock options and sale of the underlying] [added: 17,906] shares of common stock pursuant to one or more limit orders until [removed: August 30, 2024.][added: February 27, 2027.]
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,” “Our Board of Directors – How We Are Organized – Our Committees – Audit [removed: Committee”] [added: Committee,”] and [removed: “Delinquent Section 16(a) Reports”] [added: “Compensation Discussion and Analysis – Additional Compensation Policies – Securities Trading Policy”] in our definitive proxy statement for our [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]
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: 2024] [added: 2025] 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: 2023.][added: 2024.]
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: 2024] [added: 2025] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission no later than 120 days [removed: after] the close of the fiscal year ended December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]
(1)Columns (a) and (c) of the table above do not include [removed: 5,241,872] [added: 4,540,827] unvested restricted stock units outstanding under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”) or [removed: 22,934,827] [added: 22,679,972] 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: 3,219,338] [added: 1,966,382] shares subject to performance share units at the target award level under the Incentive Plan; and [removed: 175,296] [added: 173,778] shares subject to non-employee director deferred compensation notional units under the Incentive Plan.
(5)This table does not include [removed: 1,206,637] [added: 142,950] 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: 2023] [added: 2024] at a weighted-average exercise price of [removed: $48.61.][added: $44.27.]
This table also does not include [removed: 1,492] [added: 1,318] shares of restricted stock and restricted stock units outstanding under the 2015 First Data Plan, as of December 31, [removed: 2023.][added: 2024.]
| Equity compensation plans approved by our shareholders (1) | | | 3,583,029 (2) | | | 94.15 (3) | | | 18,013,195 (4) | | |
| Total (5) | | | 3,583,029 (2) | | | 94.15 (3) | | | 18,013,195 (4) | | |
| 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) | | |
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: 2024] [added: 2025] 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: 2023.][added: 2024.]
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: 2024] [added: 2025] 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: 2023.][added: 2024.]
Item 15. Exhibits, Financial Statement Schedules
84 rewritten, 8 added, 2 removed, 29 unchanged
| | | | 3.1 | | | [Restated Articles of Incorporation [removed: (1)](http://www.sec.gov/Archives/edgar/data/798354/000119312518061085/d640937dex32.htm)] [added: (1)](https://www.sec.gov/Archives/edgar/data/798354/000119312518061085/d640937dex32.htm)] | | |
| | | | 4.1 | | | [Description of Securities of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex41descriptionofsecuritie.htm)] [added: Registrant (3)](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: (4)](http://www.sec.gov/Archives/edgar/data/798354/000119312507244247/dex48.htm)] [added: (5)](https://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: (5)](http://www.sec.gov/Archives/edgar/data/798354/000119312515198024/d932504dex42.htm)] [added: (6)](https://www.sec.gov/Archives/edgar/data/798354/000119312515198024/d932504dex42.htm)] | | |
| | | | 4.4 | | | [Fifteenth Supplemental Indenture, dated as of September 25, 2018, between Fiserv, Inc. and U.S. Bank National Association [removed: (6)](http://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex42.htm)] [added: (7)](https://www.sec.gov/Archives/edgar/data/798354/000119312518282141/d628443dex42.htm)] | | |
| | | | 4.5 | | | [removed: [Sixteenth] [added: [Seventeenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex41.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)[8](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)] | | |
| | | | 4.6 | | | [removed: [Seventeenth] [added: [Eighteenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex42.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)[8](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)] | | |
| | | | 4.7 | | | [removed: [Eighteenth] [added: [Nineteenth] Supplemental Indenture, dated as of June 24, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex43.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)[8](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)] | | |
| | | | 4.8 | | | [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: (7)](http://www.sec.gov/Archives/edgar/data/798354/000119312519179870/d760882dex44.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)[9](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)] | | |
| | | | 4.9 | | | [removed: [Twenty-First] [added: [Twenty-Second] Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex42.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)[9](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)] | | |
| | | | 4.10 | | | [removed: [Twenty-Second] [added: [Twenty-Third] Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex43.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)[9](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)] | | |
| | | | 4.11 | | | [removed: [Twenty-Third] [added: [Twenty-Fourth] Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association [removed: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex44.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)[9](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)] | | |
| | | | 4.12 | | | [removed: [Twenty-Fourth] [added: [Twenty-Fifth] Supplemental Indenture, dated as of [removed: July 1, 2019,] [added: May 13, 2020,] between Fiserv, Inc. and U.S. Bank National Association [removed: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex45.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)[0](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)] | | |
| | | | 4.13 | | | [removed: [Twenty-Fifth] [added: [Twenty-Sixth] Supplemental Indenture, dated as of May 13, 2020, between Fiserv, Inc. and U.S. Bank National Association [removed: (9)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex41.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)[10](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)] | | |
| | | | 4.14 | | | [removed: [Twenty-Sixth] [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 Association [removed: (9)](https://www.sec.gov/Archives/edgar/data/0000798354/000119312520141688/d930141dex42.htm)] [added: (11)](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex41.htm)] | | |
| | | | 4.15 | | | [removed: [Twenty-Seventh] [added: [Twenty-Eighth] Supplemental Indenture, dated as of March 2, 2023, between Fiserv, Inc. and U.S. Bank Trust Company, National [removed: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex41.htm) (10)] [added: Association (1](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex42.htm)] | | |
| | | | 4.16 | | | [removed: [Twenty-Eighth] [added: [Twenty-Ninth] Supplemental Indenture, dated as of [removed: March 2,] [added: May 24,] 2023, between Fiserv, Inc. and U.S. Bank [added: and] Trust Company, National [removed: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523058245/d450329dex42.htm) (10)] [added: Association (12)](https://www.sec.gov/Archives/edgar/data/798354/000119312523153026/d504361dex41.htm)] | | |
| | | | 4.17 | | | [removed: [Twenty-Ninth] [added: [Thirtieth] Supplemental Indenture, dated as of [removed: May 24,] [added: August 21,] 2023, between Fiserv, Inc. and U.S. Bank and Trust Company, National [removed: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523153026/d504361dex41.htm) (11)] [added: Association (13)](https://www.sec.gov/Archives/edgar/data/798354/000119312523217069/d521991dex41.htm)] | | |
| | | | 4.18 | | | [removed: [Thirtieth] [added: [Thirty-First] Supplemental Indenture, dated as of August 21, 2023, between Fiserv, Inc. and U.S. Bank [removed: and] Trust Company, National [removed: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523217069/d521991dex41.htm) (12)] [added: Association (13)](https://www.sec.gov/Archives/edgar/data/798354/000119312523217069/d521991dex42.htm)] | | |
| | | | 4.19 | | | [removed: [Thirty-First Supplemental] [added: [Thirty-](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex41.htm)[Second](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex41.htm) [Supplemental] Indenture, dated as [removed: of August 21, 2023,] [added: of](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex41.htm) [March 4](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex41.htm)[, 2024,] between Fiserv, Inc. and U.S. Bank Trust Company, National [removed: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523217069/d521991dex42.htm) (12)] [added: Association (1](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex41.htm)] | | |
| | | | [removed: 4.20] [added: 4.24] | | | [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: (8)](http://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex46.htm)] [added: (9)](https://www.sec.gov/Archives/edgar/data/798354/000119312519186646/d15278dex46.htm)] | | |
| | | | [removed: 4.21] [added: 4.25] | | | [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 [removed: Association](https://www.sec.gov/Archives/edgar/data/798354/000119312523153026/d504361dex42.htm) (11)] [added: Association (12)](https://www.sec.gov/Archives/edgar/data/798354/000119312523153026/d504361dex42.htm)] | | |
| | | | [removed: 4.22] [added: 10.31] | | | [removed: [Term Loan Credit] [added: [Credit] Agreement, dated as of [removed: February 15, 2019,] [added: June 16, 2022,] among Fiserv, [removed: Inc.] [added: Inc., JPMorgan Chase Bank, N.A., as administrative agent,] and the financial institutions party [removed: thereto](https://www.sec.gov/Archives/edgar/data/798354/000079835419000005/ex41312312018.htm) (13)] [added: thereto (30)*](https://www.sec.gov/Archives/edgar/data/798354/000119312522177734/d369546dex101.htm)] | | |
| | | | 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)[5](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[6](https://www.sec.gov/Archives/edgar/data/798354/000079835418000009/ex10103312018.htm)[)*](https://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)[6](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[7](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1011.htm)] | | |
| | | | 10.3 | | | [\- Form of Restricted Stock Unit Agreement [removed: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex103rsuagreementsenioroff.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex103rsuagreementsenioroff.htm)] [added: (Employee-SO)*](https://www.sec.gov/Archives/edgar/data/798354/000079835425000047/ex103formofrsuagreementemp.htm)] | | |
| | | | 10.4 | | | [\- Form of Restricted Stock Unit Agreement [removed: (Employee-ST)](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex104rsuagreementstandard-.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex104rsuagreementstandard-.htm)] [added: (Employee-ST)*](https://www.sec.gov/Archives/edgar/data/798354/000079835425000047/ex104formofrsuagreementemp.htm)] | | |
| | | | 10.5 | | | [\- Form of Restricted Stock Unit Agreement [removed: (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)] [added: (Employee-N) (1](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)[8](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex106rsuagreementstandard-.htm)] | | |
| | | | 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)[6](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[7](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000119312512077375/d271809dex1013.htm)] | | |
| | | | 10.7 | | | [\- Form of First Amendment to Non-Qualified Stock Option Agreement (Non-Employee Director - LE) [removed: (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)] [added: (1](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)[9](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10106302017.htm)] | | |
| | | | 10.8 | | | [\- Form of Non-Qualified Stock Option Agreement (Non-Employee Director - EE) [removed: (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)] [added: (1](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[9](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000019/ex10206302017.htm)] | | |
| | | | 10.9 | | | [\- Form of Second Amendment to Non-Qualified Stock Option Agreement (Non-Employee Director - LE/EE) [removed: (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)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[20](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000119312517358902/d475289dex103.htm)] | | |
| | | | 10.10 | | | [\- Form of Stock Option Agreement (Employee-F) [removed: (](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)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[2](https://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[1](https://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex10812312016.htm)] | | |
| | | | 10.11 | | | [\- Form of Amendment to Stock Option Agreement (Employee-F) [removed: (](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)] [added: (](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[2](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[2](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000119312515056319/d825180dex1014.htm)] | | |
| | | | 10.12 | | | [\- Form of Stock Option Agreement [removed: (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)] [added: (Employee-E) (21)*](https://www.sec.gov/Archives/edgar/data/798354/000079835417000006/ex101012312016.htm)] | | |
| | | | 10.13 | | | [\- 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)[(17)](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)] [added: (Employee-SO) (1](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)[8](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)[)*](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1014optionagreementsenio.htm)] | | |
| | | | 10.14 | | | [\- Form of Stock Option Agreement [removed: (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)] [added: (Employee-ST) (1](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1015optionagreementstand.htm)[8](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 Performance Share Unit Agreement [removed: (Employee-SO)](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex1015psuagreementseniorof.htm)[*](https://www.sec.gov/Archives/edgar/data/798354/000079835424000037/ex1015psuagreementseniorof.htm)] [added: (Employee-SO)*](https://www.sec.gov/Archives/edgar/data/798354/000079835425000047/ex1015formofpsuagreementem.htm)] | | |
| | | | 10.16 | | | [\- Form of Performance Share Unit Agreement [removed: (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)] [added: (Employee-ST) (1](https://www.sec.gov/Archives/edgar/data/798354/000079835423000004/ex1017fiservpsuagreementst.htm)[8](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)] | | |
| | | | 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) [(](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)22[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)] [added: Affiliates (23)*](https://www.sec.gov/Archives/edgar/data/798354/000119312519205649/d769818dex991.htm)] | | |
| | | | 4.20 | | | [Thirty-](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex42.htm)[Third](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex42.htm) [Supplemental Indenture, dated as of](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex42.htm) [March 4](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex42.htm)[, 2024, between Fiserv, Inc. and U.S. Bank Trust Company, National Association (1](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex42.htm)[4](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex42.htm) | | |
| | | | 4.21 | | | [Thirty-F](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex43.htm)[ourth](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex43.htm) [Supplemental Indenture, dated as of](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex43.htm) [March 4](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex43.htm)[, 2024, between Fiserv, Inc. and U.S. Bank Trust Company, National Association (1](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex43.htm)[4](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex43.htm)[)](https://www.sec.gov/Archives/edgar/data/798354/000119312524058013/d20683dex43.htm) | | |
| | | | 4.22 | | | [T](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex41.htm)[hirty](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex41.htm)[\-Fifth Supplemental Indenture](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex41.htm)[, dated as of August 12, 2024](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex41.htm)[, between Fiserv, Inc. and U.S. Bank](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex41.htm) [Trust Company](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex41.htm)[, National Association (15)](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex41.htm) | | |
| | | | 4.23 | | | [T](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[hirty-S](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[i](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[xth Suppl](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[emental Indenture](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[, dated as of August 12, 2024](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[, between Fi](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[serv, I](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[nc. and U.](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[S.](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm) [B](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[ank Trust C](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[ompany](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm)[, National Association (15)](https://www.sec.gov/Archives/edgar/data/798354/000119312524198881/d811685dex42.htm) | | |
| | | | 10.26 | | | [Offer Letter, dated January 22,](https://www.sec.gov/Archives/edgar/data/798354/000119312525011514/d878275dex101.htm) [2025, between Fiserv, Inc. and Michael P. Lyons (27)*](https://www.sec.gov/Archives/edgar/data/798354/000119312525011514/d878275dex101.htm) | | |
| | | | 19.1 | | | [F](https://www.sec.gov/Archives/edgar/data/798354/000079835425000047/ex191fiservincsecuritiestr.htm)[i](https://www.sec.gov/Archives/edgar/data/798354/000079835425000047/ex191fiservincsecuritiestr.htm)[serv, Inc. Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/798354/000079835425000047/ex191fiservincsecuritiestr.htm) | | |
(15)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 12, 2024, and incorporated herein by reference.
(27)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 23, 2025, and incorporated herein by reference.
| | | | 4.23 | | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of July 26, 2019](https://www.sec.gov/Archives/edgar/data/798354/000119312519205574/d780843dex41.htm) (14) | | |
| | | | 10.30 | | | [Credit Agreement, dated as of June 16, 2022, among Fiserv, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions party thereto (2](http://www.sec.gov/Archives/edgar/data/798354/000119312522177734/d369546dex101.htm)[8](http://www.sec.gov/Archives/edgar/data/798354/000119312522177734/d369546dex101.htm)[)*](http://www.sec.gov/Archives/edgar/data/798354/000119312522177734/d369546dex101.htm) | | |
An excerpt. Shown here: 40 of 84 rewritten, all 8 added and all 2 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
4 rewritten, 2 added, 2 removed, 49 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: 22, 2024.][added: 20, 2025.]
| | | | | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer | | |
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: 22, 2024.][added: 20, 2025.]
| /s/ Frank J. Bisignano | | | | | | Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer (Principal Executive Officer) | | |
| /s/ Ajei Gopal | | | | | | Director | | |
| Ajei Gopal | | | | | | | | |
| /s/ Dylan G. Haggart | | | | | | Director | | |
| Dylan G. Haggart | | | | | | | | |