Fiserv
Annual Report 2014

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

Í

‘

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended:

December 31, 2014
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from

to

Commission file number:

0-14948

Fiserv, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Wisconsin
(State or Other Jurisdiction
of Incorporation or Organization)

39-1506125
(I.R.S. Employer
Identification No.)

255 Fiserv Dr., Brookfield, WI 53045
(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:

(262) 879-5000

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

The NASDAQ Stock Market LLC

None

Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes Í No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act. Yes ‘ No Í
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Í No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes Í No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Í Accelerated Filer ‘ Non-Accelerated Filer ‘ Smaller Reporting Company ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ‘ No Í
The aggregate market value of the common stock of the registrant held by non-affiliates as of June 30, 2014 (the last trading
day of the second fiscal quarter) was $15,009,388,624 based on the closing price of the registrant’s common stock on the
NASDAQ Global Select Market on that date. The number of shares of the registrant’s common stock, $0.01 par value per
share, outstanding at February 13, 2015 was 238,692,815.

DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates information by reference to the registrant’s proxy statement for its 2015 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, 2014.

TABLE OF CONTENTS

PART I

Item 1.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1A.

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1B.

Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

Item 2.

Item 3.

Item 4.

PART II

Item 5.

Item 6.

Item 7.

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . .

Item 8.

Item 9.

Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 9A.

Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 9B.

Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III

Item 10.

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . .

Item 11.

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 13.

Certain Relationships and Related Transactions, and Director Independence . . . . . . . .

Item 14.

Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

Item 15.

Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” intended to qualify for the safe harbor
from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future
development or similar expression, and can generally be identified as forward-looking because they include
words such as “believes,” “anticipates,” “expects,” “could,” “should” or words of similar meaning. Statements
that describe our future plans, objectives or goals are also forward-looking statements. The forward-looking
statements in this report involve significant risks and uncertainties, and a number of factors, both foreseen and
unforeseen, could cause actual results to differ materially from our current expectations. The factors that may
affect our results include, among others: pricing and other actions by competitors; the capacity of our technology
to keep pace with a rapidly evolving marketplace; the impact of market and economic conditions on the financial
services industry; the impact of a security breach or operational failure on our business; the effect of legislative
and regulatory actions in the United States and internationally; our ability to comply with government
regulations; our ability to successfully identify, complete and integrate acquisitions; the impact of our strategic
initiatives; and other factors discussed in this report under the heading “Risk Factors.” You should consider these
factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such
statements, which speak only as of the date of this report. We undertake no obligation to update forward-looking
statements to reflect events or circumstances occurring after the date of this report. We are not including the
information provided on the websites referenced herein as part of, or incorporating such information by reference
into, this Annual Report on Form 10-K.

In this report, all references to “we,” “us” and “our” refer to Fiserv, Inc. (“Fiserv”), a Wisconsin corporation,
and, unless the context otherwise requires, its consolidated subsidiaries.

PART I

Item 1. Business

Overview

Fiserv, Inc. is a leading global provider of financial services technology. We are publicly traded on the NASDAQ
Global Select Market and part of the S&P 500 Index. We serve approximately 14,500 clients worldwide,
including banks, thrifts, credit unions, investment management firms, leasing and finance companies, retailers,
and merchants. We provide account processing systems; electronic payments processing products and services,
such as electronic bill payment and presentment services, card-based transaction processing and network
services, ACH transaction processing, account-to-account transfers, and person-to-person payments; internet and
mobile banking systems; and related services including document and payment card production and distribution,
check processing and imaging, source capture systems, and lending and risk management products and services.
Most of the services we provide are necessary for our clients to operate their businesses and are, therefore, non-
discretionary in nature. Our operations are principally located in the United States where we operate data and
transaction processing centers, provide technology support, develop software and payment solutions, and offer
consulting services. We also own a 49% interest in StoneRiver Group, L.P. (“StoneRiver”), which is comprised
of our former insurance services businesses.

In 2014, we had $5.1 billion in total revenue, $1.2 billion in operating income and net cash provided by operating
activities from continuing operations of $1.3 billion. Processing and services revenue, which in 2014 represented
83% of our total consolidated revenue, is primarily generated from account- and transaction-based fees under
contracts that generally have terms of three to five years and high renewal rates. Our international operations
contributed approximately 6% of total revenue in 2014 and 7% in each of 2013 and 2012.

We have grown our business by developing highly specialized services and product enhancements, adding new
clients, cross-selling to existing clients, and acquiring businesses that complement ours, which has enabled us to
deliver a wide range of integrated products and services and has created new opportunities for growth.

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We originally incorporated in Delaware in 1984 and reincorporated as a Wisconsin corporation in 1992. Our
headquarters are located at 255 Fiserv Drive, Brookfield, Wisconsin 53045, and our telephone number is
(262) 879-5000.

Our operations are reported in the Payments and Industry Products (“Payments”) and Financial Institution
Services (“Financial”) business segments. Financial information regarding our business segments is included in
Note 10 to the consolidated financial statements.

Payments

The businesses in our Payments segment provide financial institutions and other companies with the products
and services required to process electronic payment transactions and to offer their customers access to financial
services and transaction capability through digital channels. Financial institutions and other companies have
increasingly relied on third-party providers for those products and services, either on a licensed software or
outsourced basis, as an increasing number of payment transactions are completed electronically as our clients’
customers seek the convenience of 24-hour digital access to their financial accounts. Within the Payments
segment, we primarily provide debit, credit and prepaid card processing and services, electronic bill payment and
presentment services, internet and mobile banking software and services, person-to-person payment services, and
other electronic payments software and services. Our businesses in this segment also provide card and print
personalization services, investment account processing services for separately managed accounts, and fraud and
risk management products and services. Our solutions in the Payments segment include:

Electronic Payments

Our electronic payments business is comprised of electronic bill payment and presentment services and other
electronic payment services for both businesses and consumers, such as person-to-person payments, account-to-
account transfers, account opening and funding, and small business invoicing and payments. Our principal
electronic bill payment and presentment product, CheckFree® RXP®, allows our clients’ customers: to manage
household bills via an easy-to-use, online tool; to view billing and payment information; to pay and manage all of
their bills in one place; for certain billers, to experience speed comparable to payment at a biller’s site via
same-day bill payment; and to make convenient next-day payments to many of the companies with which they do
business. We use our systems to process the vast majority of the payment transactions that we handle, which
enables us to improve our economies of scale. Once a consumer has accessed the system through a financial
institution, he or she can elect to pay an electronic bill delivered by us or can instruct the system to pay any
individual or company within the U.S.

Our person-to-person payments solution, Popmoney®, allows consumers a convenient way to send and receive
money while offering financial institutions the opportunity to generate new transaction-based revenue, attract
new accounts and increase loyalty among existing customers. Popmoney Instant Payments extends the
functionality of the Popmoney personal payment service by enabling near real-time exchange of funds.
Popmoney can be accessed through a Fiserv website, www.popmoney.com, through Fiserv’s mobile applications
for iPhone® and AndroidTM, or through the websites and mobile banking applications of participating financial
institutions. As of December 31, 2014, nearly 2,400 financial institutions have agreed to offer our person-to-
person payments services to their customers.

Digital Channels

Our principal online consumer and business banking products for larger financial institutions are Corillian
Online® and Corillian® Business Online. Corillian Online and Corillian Business Online support multiple lines of
banking businesses and have been designed to be highly scalable to meet the evolving needs of our clients. This
structure enables our clients to deploy new services by adding and integrating applications, such as electronic bill
payment, person-to-person payments and personal financial management tools, to any internet connected
point-of-presence. We provide the advanced capabilities of Corillian Online as a licensed solution and in a hosted
environment.

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Our MobilitiTM product suite provides a variety of mobile banking and payments services through a mobile or
tablet device to our clients and their customers, including balance inquiry, transaction history, bill payment,
person-to-person payments and transfers. It enables financial institutions to reach more consumers because it
supports all three mobile access modes: mobile browser, downloaded application for smart phones and tablets,
and text message. We provide a hosted version of Mobiliti as well as a highly customizable licensed version. As
of December 31, 2014, we had approximately 2,100 mobile banking clients.

Card Services

Our card services business is a leader in electronic funds transfer and provides a total payments solution through
a variety of products and services. We offer ATM and point of sale PIN-based debit transaction processing,
signature debit processing, ATM processing, private label and bankcard credit card processing, electronic
benefits transfer card, prepaid program management and processing, and national and regional network access.
We own the AccelTM network and process transactions conducted at approximately 20,000 ATMs.
Comprehensive integration with our account processing products and services allows us to reduce costs and
increase efficiencies for our clients through enterprise offerings in areas such as risk management and loyalty
rewards. Our card services business has nearly 4,500 clients, including banks and credit unions of all asset sizes,
finance companies, independent sales organizations and merchant acquirers across the U.S.

Biller Solutions

Our biller business provides electronic billing and payment services to companies that deliver bills to their
customer base, such as utilities, telephone and cable companies, consumer lending, and insurance providers,
enabling our biller clients to reduce costs, collect payments faster, increase customer satisfaction, and provide
customers flexible, easy-to-use ways to view and pay their bills. We believe that consumers will continue to shift
their financial transactions from traditional, paper-based methods to electronic methods if they have
easy-to-access, easy-to-use, secure and cost-effective methods of receiving and paying their bills electronically.
Consumers use our electronic billing and payment systems by viewing or paying a bill through a financial
institution’s bill pay application, use of a biller’s website, mobile application or automated phone system,
www.mycheckfree.com, or by paying in person at one of 28,000 nationwide walk-in payment locations at retail
stores operated by our client agents. These diverse services allow our clients’ customers to view and pay bills
wherever, whenever and however they feel most comfortable. Furthermore, 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.

Output Solutions

Our output solutions business provides business communication solutions to clients across a wide variety of
industries, including financial services, healthcare, retail, utilities, and travel and entertainment. Our products and
services include: electronic document management through our electronic document delivery products and
services; card manufacturing, personalization and mailing; statement and coupon book production and mailing;
design and fulfillment of direct mail solutions; forms distribution; laser printing and mailing; branded
merchandise; and office supplies.

Investment Services

Our investment services business provides technology solutions which enable financial planning, portfolio
management and trading, models management, performance measurement, and reporting products and services
to over 300 financial service organizations, including broker dealers, registered investment advisors, banks and
insurance companies that deliver financial advice and managed account products to U.S. retail investors. Our
investment services business also supports global institutional asset managers with portfolio accounting,
performance analytics, fee billing and revenue management, and post-trade processing technology.

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Our fee-based wealth management clients are typically sponsors or managers that create or offer a variety of
managed account programs to U.S. retail investors, including mutual fund advisory, separately managed accounts
and unified managed accounts. Our primary product, the Unified Wealth Platform, is a real-time portfolio
management, trading and reporting system used by the largest brokerage firms, based on assets under
management, and the largest asset managers in the U.S. offering managed accounts. Our industry-leading
platform supported more than 4.5 million accounts as of December 31, 2014.

Risk Management Solutions

Our risk management solutions business provides financial and risk management products and services that
deliver a user experience, operating efficiencies and management insight which enable our clients to protect and
grow their businesses. Our solutions consist of Enterprise Performance Management, Financial Crime Risk
Management and Financial Control Solutions.

Financial

The businesses in our Financial segment provide financial institutions with the products and services they need to
run their operations. Many financial institutions that previously developed their own software systems and
maintained their own data processing operations now license software from third parties or outsource their data
processing requirements by contracting with third-party processors. This has allowed them to reduce costs and
enhance their products, services, capacity and capabilities. The licensing of software reduces the need for costly
technical expertise within a financial institution, and outsourcing data processing operations reduces the
infrastructure and other costs required to operate systems internally. Within the Financial segment, we provide
banks, thrifts, credit unions, and leasing and finance companies with account processing services, item
processing and source capture services, loan origination and servicing products, cash management and consulting
services, and other products and services that support numerous types of financial transactions. Many of the
products and services that we sell are integrated with solutions from our Payments segment such as electronic bill
payment and presentment, internet and mobile banking, debit processing and network services, and
person-to-person payments. Our solutions in the Financial segment include:

Account Processing

We provide account servicing and management technology solutions to our bank, thrift and credit union clients,
as well as a range of integrated, value-added banking products and services. Account processing solutions are the
principal systems that enable a financial institution to operate systems that process customer deposit and loan
accounts, an institution’s general ledger, central information files and other financial information. These
solutions also include extensive security, report generation and other features that financial institutions need to
process transactions for their customers, as well as to comply with applicable regulations. Although many of our
clients contract to obtain a majority of their data processing requirements from us, our software design allows
clients to start with one application and, as needed, add applications and features developed by us or by third
parties. We support a broad range of client-owned peripheral devices manufactured by a variety of vendors,
which reduces a new client’s initial conversion expenses, enhances existing clients’ ability to change technology
and broadens our market opportunity.

The principal account processing solutions used by our bank and thrift clients are Cleartouch®, DNATM,
Precision®, Premier®, Signature® and TotalPlus®. The principal account processing solutions primarily used by
our credit union clients are AdvantageTM, CharlotteSM, CubicsPlus®, CUnifyTM, CUSA®, DataSafe®, DNA,
Galaxy®, OnCU®, Portico®, Reliance®, Spectrum® and XP2®. The Signature and DNA systems are available
both domestically and internationally. Account processing solutions are generally offered as an outsourced
service or as licensed software for installation on client-owned or hosted computer systems.

In the first quarter of 2013, we acquired Open Solutions Inc. (“Open Solutions”), a provider of account
processing technology for financial institutions. Open Solutions’ primary account processing product, DNA, is a
real-time platform designed to enable financial institutions to easily add and customize ancillary solutions using

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its applications feature. This acquisition advanced Fiserv’s go-to-market strategies by adding a number of
products and services and by expanding the number of account processing clients to which we can provide our
broad array of add-on solutions.

Item Processing

Our item processing business offers products and services to financial institutions and intermediaries. Through
the Fiserv Clearing Network, we provide complete check clearing and image exchange services. Other solutions
include image archive with online retrieval, in-clearings, exceptions and returns, statements and fraud detection.
We also provide consulting services, business operations services and related software products that facilitate the
transformation of our clients’ payments environments from paper-based to electronic.

Lending and Other Solutions

Our lending business offers life-of-loan products and services to financial institutions and intermediaries
including loan originations, servicing and default systems primarily for auto, consumer and real estate. In
addition, our lending solutions include a full complement of services, such as customization, business process
outsourcing, education, consulting and implementation services.

Other businesses in this segment provide solutions for ACH, treasury management, case management and
resolution, source capture optimization, and enterprise cash and content management to the financial services
industry. Our offerings include PEP+®, Integrated Currency Manager™, Device Manager™, CorPoint®,
LoanComplete™, Titan™, Director®, and our remote deposit capture solutions branded as Source Capture
Solutions®.

Our Strategy

Our vision is to be a global leader in transaction-based technology solutions. Our mission is to provide integrated
technology and services solutions that enable best-in-class results for our clients. We are focused on operating
businesses where we have: deep industry expertise that enables us to serve the market with high effectiveness; a
strong competitive position, currently or via a clear path in the foreseeable future; long-term, trusted client
relationships which are based on recurring services and transactions; differentiated solutions that deliver value to
our clients through integration and innovation; and strong management to execute strategies in a disciplined
manner. Consistent with this focus, we continue to operate our business in accordance with the following
strategic framework:

•

•

•

•

Portfolio Management. We expect to acquire businesses when we identify: a compelling strategic need,
such as a product, service or technology that helps meet client demand; an opportunity to change
industry dynamics; a way to achieve business scale; or similar considerations. We expect to divest
businesses that are not in line with our market, product or financial strategies.

Client Relationship Value. We plan to increase the number and breadth of our client relationships by,
among other actions: continuing to integrate our products, services and sales groups; combining
products and services to deliver enhanced, integrated value propositions; and improving the quality of
our client service and support.

Operational Effectiveness. We believe we can improve the quality of our client delivery while reducing
our costs by using the opportunities created by our size and scale. For example, we are using our
consolidated buying power and shared utility structures to create cost savings.

Capital Discipline. We intend to make capital allocation decisions that offer the best prospects for our
long-term growth and profitability, which may include, among other matters, internal investment,
repayment of debt, repurchases of our own shares or acquisitions.

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•

Innovation. We seek to be an innovation leader, utilizing our assets and capabilities to be at the forefront
of our industry.

Servicing the Market

The markets for our account and transaction processing services have specific needs and requirements, with
strong emphasis placed by clients on flexibility, quality, comprehensiveness and integration of product lines,
service reliability, timely introduction of new products and features, and cost effectiveness. We believe that our
financial strength and primary focus on the financial services industry enhances our ability to meet these needs
and service our clients. In addition, we believe that our dedication to providing excellent client service and
support no matter the size of the client and our commitment of substantial resources to training and technical
support helps us to identify and fulfill the needs of our clients.

Product Development

To meet the changing technology needs of our clients, we continually develop, maintain and enhance our
products and systems. In each of 2014, 2013 and 2012, product development expenditures represented
approximately 9% of our total revenue. Our development and technology centers apply the expertise of multiple
teams to design, develop and maintain specialized processing systems. Our account processing systems are
designed to meet the preferences and diverse requirements of the international, national, regional or local market-
specific financial service environments of our clients. In developing our products, we use current software
development principles, such as service-oriented architecture, to create efficiencies, and we stress interaction
with and responsiveness to the needs of our clients.

Intellectual Property

We regard our software, transaction processing services and related products as proprietary, and we utilize a
combination of patent, copyright, trademark and trade secret laws, internal security practices and employee and
third party non-disclosure agreements to protect our intellectual property assets. Our patents cover innovations
relating to numerous financial software products and services, and we continue, where appropriate, to seek and
secure patents with respect to our ongoing innovations. We believe that we possess all proprietary rights
necessary to conduct our business.

Competition

The market for technology products and services in the financial industry is highly competitive. Our principal
competitors include other vendors of financial services technology, data processing affiliates of large companies,
large computer hardware manufacturers, and processing centers owned and operated as user cooperatives.
Outside the U.S., we see increasing competition by the largest banks, governments, telecommunications
providers and other providers with significant resources. Furthermore, we expect competition to continue to
increase as new companies enter our markets and existing competitors expand their product lines and services.
Some of these competitors possess substantially greater financial, sales and marketing resources than we do and
have substantial flexibility in competing with us, including through the use of integrated product offerings and
through pricing. Competitive factors for our business include product quality, security, service reliability, product
line comprehensiveness and integration, timely introduction of new products and features, and price. We believe
that we compete favorably in each of these categories. Additional information about competition in our segments
is provided below.

Payments

We compete with a number of competitors in our bill payment, biller and card services businesses, including ACI
Worldwide, Inc., Fidelity National Information Services, Inc. (“FIS”), First Data Corporation, Jack Henry and
Associates Inc. (“Jack Henry”), MasterCard Incorporated, NCR Corporation, Total System Services, Inc.,

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Vantiv, Inc., Visa Inc. and The Western Union Company. In addition to traditional payments competitors, large
technology, media and other providers are increasingly seeking to provide or facilitate a wide range of point of
sale and non-point of sale payments. These newer competitors include, but are not limited to, Amazon.com, Inc.,
Apple Inc., Facebook, Inc., Google Inc., Intuit Inc., Starbucks Corporation and Wal-Mart Stores, Inc. Certain
existing and potential financial institution and biller clients also have the ability to develop and use their own in-
house systems instead of our products and services. In addition, many companies that provide solutions to the
financial services industry are consolidating, creating larger competitors with greater resources and broader
product lines. Our investment services business competes primarily with providers of portfolio accounting
software and outsourced services and with in-house solutions developed by large financial institutions.

Financial

Our products and services in the Financial segment compete in several different market segments and
geographies, including with large, diversified software and service companies and independent suppliers of
software products. Certain existing and potential financial institution clients also have the ability to develop and
use their own in-house systems. In addition, we compete with vendors that offer similar transaction processing
products and services to financial institutions, including Computer Services, Inc., DH Corporation, FIS, Infosys
Ltd., International Business Machines Corporation, Jack Henry, Oracle Corporation, SAP SE and Temenos
Group AG.

Government Regulation

Fiserv and its subsidiaries are generally not directly subject to federal or state regulations specifically applicable
to financial institutions such as banks, thrifts and credit unions. However, as a provider of services to these
financial institutions, our operations are examined on a regular basis by various state and federal regulatory
authorities and representatives of the Federal Financial Institutions Examination Council, which is a formal
interagency body empowered to prescribe uniform principles, standards and report forms for the federal
examination of financial institutions and to make recommendations to promote uniformity in the supervision of
financial institutions. Also, state and federal regulations require our financial institution clients to include certain
provisions in their contracts with service providers like us and to conduct ongoing monitoring and risk
management for third party relationships. Because we use the Federal Reserve’s ACH network to process many
of our transactions, we are subject to the Federal Reserve Board’s rules with respect to its ACH network. In
addition, independent auditors annually review many of our operations to provide internal control evaluations for
our clients’ auditors.

In conducting our direct-to-consumer businesses, including our walk-in bill payment, prepaid card services,
online bill payment and Popmoney person-to-person payment services, we are directly subject to various federal
and state laws and regulations including those relating to the movement of money. In order to comply with our
obligations under applicable laws, we are required, among other matters, to comply with licensing and reporting
requirements, to implement operating policies and procedures to comply with anti-money laundering laws, to
protect the privacy and security of our clients’ information, and to undergo periodic audits and examinations.

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was enacted.
The Dodd-Frank Act introduced substantial reforms to the supervision and operation of the financial services
industry, including introducing changes that: affect the oversight and supervision of financial institutions;
provide for a new resolution procedure for large financial companies; introduce more stringent regulatory capital
requirements; implement changes to corporate governance and executive compensation practices; and require
significant rule-making. The Dodd-Frank Act has generated numerous new regulations that have imposed
compliance costs and, in some cases, limited revenue sources for us and our clients. The Dodd-Frank Act
established the Consumer Financial Protection Bureau (“CFPB”) which is empowered to conduct rule-making
and supervision related to, and enforcement of, federal consumer financial protection laws. The CFPB has issued

7

guidance that applies to “supervised service providers” which the CFPB has defined to include service providers,
like us, to CFPB supervised banks and nonbanks. The CFPB has in the past and may in the future issue
regulations that may require us to make compliance investments and/or limit our fees or other revenue sources.
We do not currently anticipate a materially adverse impact on our business, results of operations or financial
condition due to these regulations, but it is difficult to predict with certainty the extent to which the Dodd-Frank
Act, the CFPB or the resulting regulations will impact our business or the businesses of our current and potential
clients over the long term.

Employees

We have approximately 21,000 employees globally, many of whom are specialists in our information
management centers and related product and service businesses. This service support network includes
employees with backgrounds in computer science and the financial industry, often complemented by
management and other employees with direct experience in payments, financial institutions and other financial
services environments. Our employees provide expertise in: programming, software development, modification
and maintenance; computer operations, network control and technical support; client services and training;
business process outsourcing; item and mortgage processing; system conversions; sales and marketing; and
account management.

The service nature of our business makes our employees an important corporate asset. Although the market for
qualified personnel is competitive, we have not experienced significant difficulty with hiring or retaining our
staff of top industry professionals. In assessing a potential acquisition candidate, we emphasize the quality and
stability of the acquisition candidate’s employees.

Available Information

Our website address is www.fiserv.com. We are not including the information provided on our website as a part
of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge
(other than an investor’s own internet access charges) through our website our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports, as soon as
reasonably practicable after we electronically file such material with, or furnish such material to, the Securities
and Exchange Commission.

Item 1A. Risk Factors

You should carefully consider each of the risks described below, together with all of the other information
contained in this Annual Report on Form 10-K, before making an investment decision with respect to our
securities. If any of the following risks develop into actual events, our business, financial condition or results of
operations could be materially and adversely affected and you may lose all or part of your investment.

We operate in a competitive business environment and may not be able to compete effectively.

The markets for our services are highly competitive from new and existing competitors. Our competitors vary in
size and in the scope and breadth of the services they offer. Many of our larger existing and potential clients have
historically developed their key applications in-house. As a result, we often compete against our existing or
potential clients’ in-house capabilities. We also expect that the markets in which we compete will continue to
attract new well-funded competitors and new technologies, including technology companies not historically in
the financial services industry, start-ups and international providers of similar products and services to ours. We
cannot provide any assurance that we will be able to compete successfully against current or future competitors
or that competitive pressures faced by us in the markets in which we operate will not materially and adversely
affect our business, results of operations and financial condition.

8

If we fail to adapt our products and services to changes in technology or in the marketplace, or if our
ongoing efforts to upgrade our technology are not successful, we could lose clients or have trouble
attracting new clients.

The markets for our products and services are characterized by constant technological changes, frequent
introductions of new products and services and evolving industry standards. Our ability to enhance our current
products and services and to develop and introduce innovative products and services that address the increasingly
sophisticated needs of our clients and their customers will significantly affect our future success. We may not be
successful in developing, marketing or selling new products and services that meet these changing demands. In
addition, we may experience difficulties that could delay or prevent the successful development, introduction or
marketing of these services, or our new services and enhancements may not adequately meet the demands of the
marketplace or achieve market acceptance. If we are unsuccessful in offering products or services that gain
market acceptance, it would likely have a material adverse effect on our ability to retain existing clients or attract
new ones.

Our business may be adversely impacted by U.S. and global market and economic conditions.

For the foreseeable future, we expect to continue to derive most of our revenue from products and services we
provide to the financial services industry. Given this concentration, we are exposed to the global economic
conditions in the financial services industry. A prolonged poor economic environment could result in significant
decreases in demand by current and potential clients for our products and services and in the number and dollar
amount of transactions we process, which could have a material adverse effect on our business, results of
operations and financial condition.

The market for our electronic transaction services continues to evolve and may not continue to develop or
grow rapidly enough to sustain profitability.

If the number of electronic transactions does not continue to grow, or if consumers or businesses do not continue
to adopt our services, it could have a material adverse effect on our business, results of operations and financial
condition. We believe future growth in the electronic transactions market will be driven by a combination of
factors including speed, cost, ease-of-use, security and quality of products and services offered to consumers and
businesses. In order to consistently increase and maintain our profitability, consumers and businesses must
continue to adopt our services. The success of our electronic commerce businesses also relies in part on financial
institutions, billers and other third parties to market our services to their customers. If any of these third parties
abandons, curtails or insufficiently increases its marketing efforts, it could have a material adverse effect on our
business, results of operations and financial condition.

If we are unable to renew client contracts at favorable terms, we could lose clients and our results of
operations and financial condition may be adversely affected.

Failure to achieve favorable renewals of client contracts could negatively impact our business. Our contracts with
clients generally run for a period of three to five years. At the end of the contract term, clients have the
opportunity to renegotiate their contracts with us or to consider whether to engage one or more of our
competitors to provide products and services. If we are not successful in achieving high renewal rates and
favorable contract terms, our results of operations and financial condition may be materially and adversely
affected.

Consolidations in the banking and financial services industry could adversely affect our revenue by
eliminating existing or potential clients and making us more dependent on fewer clients.

Failures, mergers and consolidations of financial institutions reduce the number of our clients and potential
clients, which could adversely affect our revenue. Further, if our clients fail or merge with or are acquired by
other entities that are not our clients, or that use fewer of our services, they may discontinue or reduce their use

9

of our services. It is also possible that the larger financial institutions that result from mergers or consolidations
could have greater leverage in negotiating terms with us or could decide to perform in-house some or all of the
services which we currently provide or could provide. Any of these developments could have a material adverse
effect on our business, results of operations and financial condition.

Security breaches, computer malware or other “cyber attacks” could harm our business by disrupting our
delivery of services and damaging our reputation.

Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining
to our business, our associates, our clients and their customers. Any unauthorized intrusion, malicious software
infiltration, network disruption, denial of service or similar act by a malevolent party could disrupt the integrity,
continuity, security and trust of our systems or the systems of our clients or vendors. These events could create
financial liability, regulatory sanction or a loss of confidence in our ability to serve clients or cause current or
potential clients to choose another service provider. In addition, as these threats continue to evolve, we may be
required to invest significant additional resources to modify and enhance our information security and controls or
to investigate and remediate any security vulnerabilities. Although we believe that we maintain a robust program
of information security and controls and none of the threats that we have encountered to date have materially
impacted us, the impact of a material event could have a material adverse effect on our business, results of
operations and financial condition.

Operational failures could harm our business and reputation.

An operational failure in our transaction processing businesses, including our business continuity and disaster
recovery capabilities, could harm our business or cause us to lose clients. An operational failure could be caused
by the failure of third party networks and systems upon which we rely to deliver our services and over which we
have limited or no control. Interruptions of service could damage our relationship with clients and could cause us
to incur substantial expenses, including those related to the payment of service credits or other liabilities. A
prolonged interruption of our services or network could cause us to experience data loss or a reduction in
revenue. In addition, a significant interruption of service could have a negative impact on our reputation and
could cause our current and potential clients to choose another service provider. Any of these developments
could materially and adversely impact our business, results of operations and financial condition.

We may experience software defects, development delays or installation difficulties, which would harm our
business and reputation and expose us to potential liability.

Our services are based on sophisticated software and computing systems, and we may encounter delays when
developing new applications and services. Further, the software underlying our services has occasionally
contained and may in the future contain undetected errors or defects when first introduced or when new versions
are released. In addition, we may experience difficulties in installing or integrating our technology on systems
used by our clients. Defects in our software, errors or delays in the processing of electronic transactions or other
difficulties could result in interruption of business operations, delay in market acceptance, additional
development and remediation costs, diversion of technical and other resources, loss of clients, negative publicity
or exposure to liability claims. Although we attempt to limit our potential liability through disclaimers and
limitation of liability provisions in our license and client agreements, we cannot be certain that these measures
will successfully limit our liability.

The implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related
regulations may have an adverse impact on our clients and our business.

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) was
enacted. The Dodd-Frank Act represented a comprehensive overhaul of the financial services industry within the
United States and established, among other things, a new federal bureau called the Consumer Financial
Protection Bureau (“CFPB”). The Dodd-Frank Act requires the CFPB and other federal agencies to implement

10

numerous new regulations, and the CFPB has issued guidance that applies to “supervised service providers”
which the CFPB has defined to include service providers, like us, to CFPB supervised banks and nonbanks.
Although we have not experienced to date a materially adverse impact on our business, results of operations or
financial condition due to these changes in the law, it is difficult to predict with certainty the extent to which the
Dodd-Frank Act, the CFPB or the resulting regulations will impact our business or the businesses of our current
and potential clients over the long term. If the CFPB adopts additional rules and exercises supervisory authority
over service providers like us, we could be subject to a greater degree of direct federal oversight than in the past,
which could slow our ability to adapt to a rapidly changing industry, require us to make compliance investments
and/or limit our fees or other revenue sources. To the extent the regulations adopted pursuant to the Dodd-Frank
Act negatively impact the business, operations or financial condition of our clients, our business and results of
operations could be materially and adversely affected because, among other matters, our clients could have less
capacity to purchase products and services from us, could decide to avoid or abandon certain lines of business, or
could seek to pass on increased costs to us by negotiating price reductions. We could be required to invest a
significant amount of time and resources to comply with additional regulations or oversight or to modify the
manner in which we provide products and services to our clients; and such regulations could directly or indirectly
limit how much we can charge for our services. We may not be able to update our existing products and services,
or develop new ones, to satisfy our clients’ needs. Any of these events, if realized, could have a material adverse
effect on our business, results of operations and financial condition.

If we fail to comply with applicable regulations our businesses could be harmed.

We are generally not directly subject to federal or state regulations specifically applicable to financial institutions
such as banks, thrifts and credit unions. However, as a provider of services to these financial institutions, we are
subject to contractual requirements imposed by the financial institutions with respect to a number of state and
federal regulations, including privacy laws, and our operations are examined on a regular basis by various state
and federal regulatory authorities. Also, regulators such as the CFPB are increasingly signaling an intent to
enforce regulations directly against service providers to financial institutions, and any such direct enforcement
could result in increased operating costs for us and additional restrictions on our business processes. If we fail to
comply with any applicable regulations, we could be exposed to suits for breach of contract or to governmental
proceedings, our client relationships and reputation could be harmed and we could be inhibited in our ability to
obtain new clients. In addition, the future enactment of more restrictive laws or rules on the federal or state level,
or, with respect to our international operations, in foreign jurisdictions on the national, provincial, state or other
level, could have a material adverse impact on our business, results of operations and financial condition.

Our failure to comply with a series of complex regulations in our payments businesses could subject us to
liability.

Certain Fiserv subsidiaries are licensed as money transmitters in those states where such licensure is required. In
connection with such licensure, we are required to demonstrate and maintain certain levels of net worth and
liquidity and to file periodic reports. In addition, our direct-to-consumer payments businesses, comprised of our
walk-in bill payment, prepaid card services, online bill payment and Popmoney person-to-person payment
services, are subject to federal regulation in the United States, including anti-money laundering regulations and
certain restrictions on transactions to or from certain individuals or entities. The complexity of these regulations
will continue to increase our cost of doing business. In addition, any violations of law may result in civil or
criminal penalties against us and our officers, or the prohibition against us providing money transmitter services
in particular jurisdictions.

We may be sued for infringing the intellectual property rights of others.

Third parties may claim that we are infringing their intellectual property rights. We may expose ourselves to
additional liability if we agree to indemnify our clients against third party infringement claims. If the owner of
intellectual property establishes that we are, or a client which we are obligated to indemnify is, infringing its
intellectual property rights, we may be forced to change our products or services, and such changes may be

11

expensive or impractical, or we may need to seek royalty or license agreements from the owner of such rights. If
we are unable to agree on acceptable terms, we may be required to discontinue the sale of key products or halt
other aspects of our operations. We may also be liable for financial damages for a violation of intellectual
property rights, and we may incur expenses in connection with indemnifying our clients against losses suffered
by them. Any adverse result related to violation of third party intellectual property rights could materially and
adversely harm our business, results of operations and financial condition. Even if intellectual property claims
brought against us are without merit, they may result in costly and time consuming litigation and may divert our
management and key personnel from operating our business.

Misappropriation of our intellectual property and proprietary rights could impair our competitive
position.

Our ability to compete depends upon proprietary systems and technology. We actively seek to protect our
proprietary rights. Nevertheless, unauthorized parties may attempt to copy aspects of our services or to obtain
and use information that we regard as proprietary. The steps we have taken may not prevent misappropriation of
technology. Agreements entered into for that purpose may not be enforceable or provide us with an adequate
remedy. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in
every country in which our applications and services are made available. Misappropriation of our intellectual
property or potential litigation concerning such matters could have a material adverse effect on our business,
results of operations and financial condition.

Acquisitions subject us to risks, including increased debt, assumption of unforeseen liabilities and
difficulties in integrating operations.

A major contributor to our growth in revenue and earnings since our inception has been our ability to identify,
acquire and integrate complementary businesses. We anticipate that we will continue to seek to acquire
complementary businesses, products and services. We may not be able to identify suitable acquisition candidates
in the future, which could adversely affect our future growth, or businesses that we acquire may not perform as
well as expected or may be more difficult to integrate and manage than expected, which could adversely affect
our business and results of operations. We may not be able to fully integrate all aspects of acquired businesses
successfully or fully realize the potential benefits of bringing them together. In addition, the process of
integrating these acquisitions may disrupt our business and divert our resources.

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 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 future
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 incur unforeseen
obligations or liabilities in connection with acquisitions; we may need to devote unanticipated financial and
management resources to an acquired business; we may not realize expected operating efficiencies or product
integration benefits from an acquisition; we could enter markets where we have minimal prior experience; and
we may experience decreases in earnings as a result of non-cash impairment charges.

We may be obligated to indemnify the purchasers of businesses pursuant to the terms of the relevant
purchase and sale agreements.

We have in the past and may in the future sell businesses. In connection with sales of businesses, we make
representations and warranties about the businesses and their financial affairs and agree to retain certain
liabilities associated with our operation of the businesses prior to their sale. Our obligation to indemnify the
purchasers and agreement to retain liabilities could have a material adverse effect on our business, results of
operations and financial condition.

12

The failure to attract and retain key personnel could have a material adverse effect on our business.

We depend on the experience, skill and contributions of our senior management and other key employees. If we
fail to attract, motivate and retain highly qualified management, technical, compliance and sales personnel, our
future success could be harmed. Our senior management provides strategic direction for our company, and if we
lose members of our leadership team, our management resources may have to be diverted from other priorities to
address this loss. Our products and 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.

If we fail to comply with the applicable requirements of the payment card networks, they could seek to fine
us, suspend us or terminate our registrations which could adversely affect our business.

We are subject to card association and network rules governing Visa, MasterCard, American Express, Discover
or other similar organizations. The rules of the card networks are set by their boards which may be influenced by
card issuers, some of which offer competing transaction processing services. If we fail to comply with these
rules, we could be fined, our certifications could be suspended, or our certifications could be terminated. The
suspension or termination of our certifications, or any changes to the card association and network rules, could
limit our ability to provide transaction processing services to clients and result in a reduction of revenue or
increased costs of operation, which, in either case, could have a material adverse effect on our business and
results of operations.

Our balance sheet includes significant amounts of goodwill and intangible assets. The impairment of a
significant portion of these assets would negatively affect our results of operations.

Our balance sheet includes goodwill and intangible assets that represent 77% of our total assets at December 31,
2014. These assets consist primarily of goodwill and identified intangible assets associated with our acquisitions.
On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill. In
addition, we review intangible assets for impairment whenever events or changes in circumstances indicate the
carrying amount of the asset may not be recoverable. If the carrying value of the asset is determined to be
impaired, then it is written down to fair value by a charge to operating earnings. An impairment of a significant
portion of goodwill or intangible assets could have a material negative effect on our results of operations.

Increased leverage may harm our financial condition and results of operations.

As of December 31, 2014, we had approximately $3.8 billion of long-term debt, including current maturities. We
and our subsidiaries may incur additional indebtedness in the future. Our indebtedness could: decrease our ability
to obtain additional financing for working capital, capital expenditures, general corporate or other purposes; limit
our flexibility to make acquisitions; increase our cash requirements to support the payment of interest; limit our
flexibility in planning for, or reacting to, changes in our business and our industry; and increase our vulnerability
to adverse changes in general economic and industry conditions. Our ability to make payments of principal and
interest on our indebtedness depends upon our future performance, which will be subject to general economic
conditions and financial, business and other factors affecting our consolidated operations, many of which are
beyond our control. In addition, if our outstanding senior notes are downgraded to below investment grade, we
may incur additional interest expense. If we are unable to generate sufficient cash flow from operations in the
future to service our debt and meet our other cash requirements, 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. Such measures might not be sufficient to enable
us to service our debt and meet our other cash requirements. In addition, any such financing, refinancing or sale
of assets might not be available at all or on economically favorable terms.

13

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2014, we operated data, development, item processing and support centers in approximately
120 cities. We owned eight buildings, and the more than 140 remaining locations where we operated our
businesses are subject to leases expiring in 2015 and beyond. We believe our facilities and equipment are well
maintained and are in good operating condition. We believe that the computer equipment that we own and our
various facilities are adequate for our present and foreseeable business needs. We maintain our own, and contract
with multiple service providers to provide, processing back-up in the event of a disaster. We also maintain copies
of data and software used in our business in locations that are separate from our facilities.

Item 3. Legal Proceedings

In the normal course of business, we and our subsidiaries are named as defendants in lawsuits in which claims
are asserted against us. In the opinion of management, the liabilities, if any, which may ultimately result from
such lawsuits are not expected to have a material adverse effect on our consolidated financial statements.

Item 4. Mine Safety Disclosures

Not applicable.

14

EXECUTIVE OFFICERS OF THE REGISTRANT

The names of our executive officers as of February 13, 2015, together with their ages, positions and business
experience are described below:

Name

Age Title

Jeffery W. Yabuki . . . . . . . . . . . . . . .

Mark A. Ernst . . . . . . . . . . . . . . . . . .

Kevin P. Gregoire . . . . . . . . . . . . . . .

Rahul Gupta . . . . . . . . . . . . . . . . . . .

Thomas J. Hirsch . . . . . . . . . . . . . . .

Lynn S. McCreary . . . . . . . . . . . . . . .

Kevin J. Schultz . . . . . . . . . . . . . . . .

Steven Tait

. . . . . . . . . . . . . . . . . . . .

Byron C. Vielehr . . . . . . . . . . . . . . . .

54

56

47

55

51

55

57

55

51

President, Chief Executive Officer and Director

Chief Operating Officer

Group President, Financial Institutions Group

Group President, Billing and Payments Group

Chief Financial Officer, Treasurer and Assistant Secretary

Chief Legal Officer and Secretary

Group President, Payments and Channels Group

Group President, International Group

Group President, Depository Institution Services Group

Mr. Yabuki has been a director and our President and Chief Executive Officer since 2005. Before joining Fiserv,
Mr. Yabuki served as executive vice president and chief operating officer of H&R Block, Inc., a financial
services firm, from 2002 to 2005. From 2001 to 2002, he served as executive vice president of H&R Block and
from 1999 to 2001, he served as the president of H&R Block International. From 1987 to 1999, Mr. Yabuki held
various executive positions with the American Express Company, a financial services firm, including president
and chief executive officer of American Express Tax and Business Services, Inc.

Mr. Ernst has served as Chief Operating Officer since 2011. Prior to joining Fiserv, he served as deputy
commissioner for operations support for the Internal Revenue Service from 2009 to 2010, where he was
responsible for technology, operations, shared services, human resources and the chief financial office. From
2008 to 2009, he was chief executive officer of Bellevue Capital LLC, a private investment firm; from 2001 to
2007, he served as chairman, president and chief executive officer of H&R Block, Inc., a financial services firm;
and from 1998 to 2000, he served as its chief operating officer. His experience, which includes executive
positions with the American Express Company, a financial services firm, spans more than 25 years in the
financial services industry.

Mr. Gregoire has served as Group President, Financial Institutions Group since March 2014. Mr. Gregoire joined
Fiserv in 2002 as part of its acquisition of EDS Consumer Network Services, which he joined in 1996.
Mr. Gregoire has served in a number of leadership roles at Fiserv including as chief operating officer and then
president of our Card Services business from 2010 to 2014. His background includes a number of diverse
leadership roles in product development and management, sales and account management, settlement operations,
risk management, and security and compliance.

Mr. Gupta has served as Group President, Billing and Payments Group since 2014 and from 2011 to 2014, served
as Group President, Digital Payments Group. He joined Fiserv in 2006 as president of our Payments and Industry
Products Group and, from 2009 to 2011, served as president of our Card Services business. Prior to joining
Fiserv, Mr. Gupta served as president of U.S. operations at eFunds Corporation, a leading payments and risk
management solutions provider, and held executive and senior management positions with i2 Technologies,
Financial Settlement Matrix, Fidelity Investments and Price Waterhouse Consulting.

Mr. Hirsch has served as Chief Financial Officer, Treasurer and Assistant Secretary since 2006. Mr. Hirsch
joined Fiserv in 1994 as a divisional assistant controller, became assistant corporate controller in 1996, corporate
vice president in 1997, corporate controller in 1999 and senior vice president and controller in 2002. Prior to
joining Fiserv, Mr. Hirsch was an audit manager with Deloitte & Touche LLP.

15

Ms. McCreary has served as Chief Legal Officer and Secretary since 2013. Ms. McCreary joined Fiserv in 2010
as senior vice president and deputy general counsel. Prior to joining Fiserv, Ms. McCreary was an attorney with
the law firm of Bryan Cave LLP from 1996 to 2010, including serving as managing partner of its San Francisco,
California office from its opening in 2008 to 2010.

Mr. Schultz has served as Group President, Payments and Channels Group since November 2014. Prior to joining
Fiserv, Mr. Schultz served as president of global financial services at First Data Corporation, a global payment
processing company, from 2009 to 2011, and as global head of processing services at Visa Inc. from 2007 to
2009. He has more than 30 years of experience in the payments and financial services industry, including a
variety of other senior leadership roles at Visa Inc. and Global Payments Inc., an electronic transaction
processing service provider.

Mr. Tait has served as Group President, International Group since 2012. He joined Fiserv in 2009 as an executive
vice president and served as group president, Depository Institution Services from 2010 to 2011. Prior to joining
Fiserv, Mr. Tait served as president of RSM McGladrey, a subsidiary of H&R Block Inc., from 2003 to 2009,
and executive vice president, sales and client operations of Gartner, Inc. from 2001 to 2003.

Mr. Vielehr has served as Group President, Depository Institution Services Group since 2013. Prior to joining
Fiserv, Mr. Vielehr served in a succession of senior executive positions with The Dun & Bradstreet Corporation,
a provider of commercial information and business insight solutions, from 2005 to 2013, most recently as
president of international and global operations, and as president and chief operating officer of Northstar Systems
International, Inc., a developer of wealth management software and now part of SEI Investments Company, from
2004 to 2005.

16

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

All share and per share amounts are presented on a split-adjusted basis to retroactively reflect the two-for-one
stock split that was completed in the fourth quarter of 2013.

Market Price Information

Our common stock is traded on the NASDAQ Global Select Market under the symbol “FISV.” Set forth below is
the high and low sales price of our common stock during the periods presented.

2014

2013

Quarter Ended

High

Low

High

Low

March 31 . . . . . . . . . . . . . . . . . . . . . . .
June 30 . . . . . . . . . . . . . . . . . . . . . . . . .
September 30 . . . . . . . . . . . . . . . . . . . .
December 31 . . . . . . . . . . . . . . . . . . . .

$

59.28
62.27
66.11
73.27

$

53.68
54.91
59.68
60.55

$

$

43.96
45.58
51.60
59.28

39.52
42.19
43.14
48.95

At December 31, 2014, our common stock was held by 2,166 shareholders of record and by a significantly
greater number of shareholders who hold shares in nominee or street name accounts with brokers. The closing
price of our common stock on February 13, 2015 was $78.70 per share. We have never paid dividends on our
common stock, and we do not anticipate paying dividends in the foreseeable future. For additional information
regarding our expected use of capital, refer to the discussion in this report under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

Issuer Purchases of Equity Securities

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, 2014:

Period

Total Number of
Shares Purchased

Average Price
Paid per Share

October 1-31, 2014 . . . . . . . . . . . . . . . . . . . . .
November 1-30, 2014 . . . . . . . . . . . . . . . . . . .
December 1-31, 2014 . . . . . . . . . . . . . . . . . . . .

1,612,000
1,618,000
2,143,000

$

64.01
70.34
70.97

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,373,000

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (1)

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (1)

1,612,000
1,618,000
2,143,000

5,373,000

3,578,000
21,960,000
19,817,000

(1) On each of August 5, 2013 and November 19, 2014, our board of directors authorized the purchase of up to
20.0 million shares of our common stock. Purchases pursuant to the August 5, 2013 authorization have been
completed. The November 19, 2014 authorization does not expire.

17

Stock Performance Graph

The stock performance graph and related information presented below is not deemed to be “soliciting material”
or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the
Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934 and
will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a
filing.

The following graph compares the cumulative total shareholder return on our common stock for the five years
ended December 31, 2014 with the S&P 500 Index and the NASDAQ US Benchmark Financial Administration
Index. The graph assumes that $100 was invested on December 31, 2009 in our common stock and each index
and that all dividends were reinvested. No cash dividends have been declared on our common stock. The
comparisons in the graph are required by the Securities and Exchange Commission and are not intended to
forecast or be indicative of possible future performance of our common stock.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG FISERV, INC., S&P 500 INDEX,
AND NASDAQ US BENCHMARK FINANCIAL ADMINISTRATION INDEX
(ASSUMES INITIAL INVESTMENT OF $100 AND REINVESTMENT OF DIVIDENDS)

350

300

250

200

150

100

50

S
R
A
L
L
O
D

0
2009

2010

Fiserv, Inc.

2011

S&P 500

2012

2013

2014

NASDAQ US Benchmark Financial Administration

Fiserv, Inc. . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 Index . . . . . . . . . . . . . . . . . . . .
NASDAQ US Benchmark Financial

2009

$100
100

2010

$121
115

December 31,
2012
2011

$121
117

$163
136

2013

$244
180

2014

$293
205

Administration Index . . . . . . . . . . . . . .

100

108

118

139

216

248

18

Item 6. Selected Financial Data

The following data, which has been affected by acquisitions and dispositions, should be read in conjunction with
the consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form
10-K. All per share amounts are presented on a split-adjusted basis to retroactively reflect the two-for-one stock
split that was completed in the fourth quarter of 2013.

(In millions, except per share data)

2014

2013

2012

2011

2010

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,066

$ 4,814

$ 4,436

$ 4,289

$ 4,088

Income from continuing operations . . . . . . . . . . . .
(Loss) income from discontinued operations . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) per share - basic:

Continuing operations . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) per share - diluted:

Continuing operations . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

$

$

$

754
-

754

3.04
-

3.03

2.99
-

2.98

$

$

$

$

$

$

650
(2)

648

2.48
(0.01)

2.47

2.44
(0.01)

2.44

$

$

$

$

$

$

592
19

611

2.18
0.07

2.25

2.15
0.07

2.22

$

$

$

$

$

$

487
(15)

472

1.71
(0.05)

1.66

1.69
(0.05)

1.64

$

$

$

$

$

$

502
(6)

496

1.67
(0.02)

1.65

1.65
(0.02)

1.63

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (including current maturities) . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,337
3,803
3,295

$ 9,513
3,848
3,585

$ 8,497
3,230
3,417

$ 8,548
3,395
3,258

$ 8,281
3,356
3,229

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations is provided as a
supplement to our consolidated financial statements and accompanying notes to help provide an understanding of
our financial condition, the changes in our financial condition and our results of operations. Our discussion is
organized as follows:

•

•

•

•

Overview. This section contains background information on our company and the services and products
that we provide, our enterprise priorities and the trends affecting our industry in order to provide context
for management’s discussion and analysis of our financial condition and results of operations.

Critical accounting policies and estimates. This section contains a discussion of the accounting policies
that we believe are important to our financial condition and results of operations and that require
judgment and estimates on the part of management in their application. In addition, all of our significant
accounting policies, including critical accounting policies, are summarized in Note 1 to the
accompanying consolidated financial statements.

Results of operations. This section contains an analysis of our results of operations presented in the
accompanying consolidated statements of income by comparing the results for the year ended
December 31, 2014 to the results for the year ended December 31, 2013 and by comparing the results
for the year ended December 31, 2013 to the results for the year ended December 31, 2012.

Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of
our outstanding debt and commitments at December 31, 2014.

19

Overview

Company Background

We are a leading global provider of financial services technology. We provide account processing systems,
electronic payments processing products and services, internet and mobile banking systems, and related services.
We serve approximately 14,500 clients worldwide, including banks, thrifts, credit unions, investment
management firms, leasing and finance companies, retailers, and merchants. The majority of our revenue is
generated from recurring account- and transaction-based fees under contracts that generally have terms of three
to five years and high renewal rates. Most of the services we provide are necessary for our clients to operate their
businesses and are, therefore, non-discretionary in nature.

Our operations are principally located in the United States and are comprised of the Payments and Industry
Products (“Payments”) segment and the Financial Institution Services (“Financial”) segment. The Payments
segment primarily provides debit, credit and prepaid card processing and services, electronic bill payment and
presentment services, internet and mobile banking software and services, person-to-person payment services, and
other electronic payments software and services. Our businesses in this segment also provide card and print
personalization services, investment account processing services for separately managed accounts, and fraud and
risk management products and services. The Financial segment provides banks, thrifts, credit unions, and leasing
and finance companies with account processing services, item processing and source capture services, loan
origination and servicing products, cash management and consulting services, and other products and services
that support numerous types of financial transactions. The Corporate and Other segment primarily consists of
unallocated corporate expenses, amortization of acquisition-related intangible assets, intercompany eliminations
and other costs that are not considered when management evaluates segment performance.

During 2014, StoneRiver Group, L.P. (“StoneRiver”), a joint venture in which we own a 49% interest and
account for under the equity method, recognized net gains on the sales of subsidiary businesses, and in 2013,
completed a transaction which reduced its ownership interest in another subsidiary business, resulting in a gain
associated with the deconsolidation. Our share of the net gains and related expenses on these transactions was
$87 million in 2014 and $71 million in 2013, with related tax expenses of $36 million and $17 million,
respectively. In addition, we received cash dividends, funded from capital transactions, from StoneRiver of $110
million and $122 million in 2014 and 2013, respectively.

On November 20, 2013, our Board of Directors declared a two-for-one stock split of our common stock and a
proportionate increase in the number of our authorized shares of common stock. The additional shares were
distributed on December 16, 2013 to shareholders of record at the close of business on December 2, 2013. Our
common stock began trading at the split-adjusted price on December 17, 2013. All share and per share amounts
are retroactively presented on a split-adjusted basis.

On January 14, 2013, we acquired Open Solutions Inc. (“Open Solutions”), a provider of account processing
technology for financial institutions, for a cash purchase price of $55 million and the assumption of
approximately $960 million of debt. With this acquisition, we added DNA, a real-time, open architecture account
processing system, along with 3,300 existing Open Solutions’ clients. This acquisition advanced our go-to-
market strategies by adding a number of products and services and by expanding the number of account
processing clients to which we can provide our broad array of add-on solutions.

Enterprise Priorities

We continue to implement a series of strategic initiatives to help accomplish our mission of providing integrated
technology and services solutions that enable best-in-class results for our clients. These strategic initiatives
include active portfolio management of our various businesses, enhancing the overall value of our existing client
relationships, improving operational effectiveness, being disciplined in our allocation of capital, and

20

differentiating our products and services through innovation. Our key enterprise priorities for 2015 are: (i) to
continue to build high-quality revenue while meeting our earnings goals; (ii) to build and extend client
relationships with an increased emphasis on payment and channel solutions; and (iii) to deliver innovation and
integration which enables differentiation and value for our clients.

Industry Trends

The market for products and services offered by financial institutions continues to evolve rapidly. The financial
industry regularly introduces and implements new payment, deposit, lending, investment and risk management
products, and the distinctions among the products and services traditionally offered by different types of financial
institutions continue to narrow as they seek to serve the same customers. At the same time, regulatory conditions
have continued to create a difficult operating environment for financial institutions. In particular, legislation such
as the Dodd-Frank Wall Street Reform and Consumer Protection Act has generated, and will continue to
generate, numerous new regulations that will impact the financial industry. These conditions, along with mild
economic improvement, have created heightened interest in solutions that help financial institutions win and
retain customers, generate incremental revenue, comply with regulations and enhance operating efficiency.
Examples of these solutions include our electronic payments solutions and channels such as internet, mobile and
tablet banking, sometimes referred to as “digital channels.”

This increased focus on digital channels by both financial institutions and their customers, as well as the growing
volume and types of payment transactions in the marketplace, have increased the data and transaction processing
needs of financial institutions. We expect that financial institutions will continue to invest significant capital and
human resources to process transactions, manage information and offer innovative new services to their
customers in this rapidly evolving and competitive environment. We anticipate that we will benefit over the long
term from the trend of financial institutions moving from in-house technology to outsourced solutions as they
seek to remain current on technology changes amidst an evolving marketplace. We believe that economies of
scale in developing and maintaining the infrastructure, technology, products, services and networks necessary to
be competitive in such an environment are essential to justify these investments, and we anticipate that demand
for products that facilitate customer interaction with financial institutions, including electronic transactions
through digital channels, will continue to increase, which we expect to create revenue opportunities for us. Based
on these market conditions, we believe that our sizable and diverse client base, combined with our position as a
leading provider of non-discretionary, recurring revenue-based products and services, gives us a solid foundation
for growth. In addition, we believe that the integration of our products and services creates a compelling value
proposition for our clients.

In addition to the trends described above, the financial institutions marketplace has experienced change in
composition as well. During the past 25 years, the number of financial institutions in the United States has
declined at a relatively steady rate of approximately 3% per year, primarily as a result of voluntary mergers and
acquisitions. Rather than reducing the overall market, these consolidations have transferred accounts among
financial institutions. An acquisition benefits us when a newly combined institution is processed on our system,
or elects to move to one of our systems, and negatively impacts us when a competing system is selected.
Financial institution acquisitions also impact our financial results due to early contract termination fees in our
multi-year client contracts, which are primarily generated when an existing client with a multi-year contract is
acquired by another financial institution. These fees can vary from period to period based on the number and size
of clients that are acquired and how early in the contract term the contract is terminated. Our revenue is
diversified, and our focus on long-term client relationships and recurring, transaction-oriented products and
services has reduced the impact that consolidation in the financial services industry has had on us. We have
clients that span the entire range of financial institutions in terms of asset size and business model, and our 50
largest financial institution clients represent less than 25% of our annual revenue. In addition, we believe that our
products and services can assist financial institutions with the regulatory and market challenges that they
currently face by providing, among other things, new sources of revenue and opportunities to reduce their costs.

21

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with
accounting principles generally accepted in the United States, which require management to make estimates,
judgments and assumptions that affect the reported amount of assets, liabilities, revenue and expenses. We
continually evaluate the accounting policies and estimates that we use to prepare our consolidated financial
statements and base our estimates on historical experience and assumptions that we believe are reasonable in
light of current circumstances. Actual amounts and results could differ materially from these estimates.

Acquisitions

We allocate the purchase price of acquired businesses to the assets acquired and liabilities assumed in the
transaction at their estimated fair values. The estimates used to determine the fair value of long-lived assets, such
as intangible assets, can be complex and require significant judgments. We use information available to us to
make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair
value determination of significant acquired long-lived assets. While we use our best estimates and assumptions as
a part of the purchase price allocation process, our estimates are inherently uncertain and subject to refinement.
As a result, during the measurement period, which may be up to one year from the acquisition date, we record
adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the
conclusion of the measurement period or final determination of the values of assets acquired or liabilities
assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of
income. 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. We periodically review the
estimated useful lives assigned to our intangible assets to determine whether such estimated useful lives continue
to be appropriate.

Goodwill and Acquired Intangible Assets

We review the carrying value of goodwill for impairment annually, or more frequently if events or circumstances
indicate the carrying value may not be recoverable. Goodwill is tested for impairment at a reporting unit level,
determined to be at an operating segment level or one level below. When reviewing goodwill for impairment, we
consider the amount of excess fair value over the carrying value of each reporting unit, the period of time since a
reporting unit’s last quantitative test, the extent a reorganization or disposition changes the composition of one or
more of our reporting units, and other factors to determine whether or not to first perform a qualitative test. When
performing a qualitative test, we assess numerous factors to determine whether it is more likely than not that the
fair value of our reporting units are less than their respective carrying values. Examples of qualitative factors that
we assess include our share price, our financial performance, market and competitive factors in our industry, and
other events specific to our reporting units. If we conclude that it is more likely than not that the fair value of a
reporting unit is less than its carrying value, we perform a two-step quantitative impairment test.

The first step in the quantitative test is to compare the fair value of the reporting unit to its carrying value. We
determine the fair value of a reporting unit based primarily on the present value of estimated future cash flows. If
the fair value of the reporting unit exceeds the carrying value of the reporting unit’s net assets, goodwill of that
reporting unit is not impaired and further testing is not required. If the carrying value of the reporting unit’s net
assets exceeds the fair value of the reporting unit, then we perform the second step of the quantitative test to
determine the implied fair value of the reporting unit’s goodwill and any impairment charge. Determining the fair
value of a reporting unit involves judgment and the use of significant estimates and assumptions, which include
assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash
flows, risk-adjusted discount rates and future economic and market conditions.

Our most recent impairment assessment in the fourth quarter of 2014 determined that our goodwill was not
impaired as the estimated fair values of the respective reporting units substantially exceeded the carrying values.

22

We review acquired intangible assets for impairment whenever events or changes in circumstances indicate the
carrying amount of the asset may not be recoverable. Recoverability is assessed by comparing the carrying
amount of the asset to the undiscounted future cash flows expected to be generated by the asset. Measurement of
any impairment loss is based on estimated fair value. Given the significance of our goodwill and intangible asset
balances, an adverse change in fair value could result in an impairment charge, which could be material to our
consolidated financial statements. No impairment of our acquired intangible assets was identified during 2014.

Revenue Recognition

The majority of our revenue is generated from monthly account- and transaction-based fees. Revenue is
recognized as services are provided and is primarily recognized under service agreements that are long-term in
nature, generally three to five years, and that do not require management to make significant judgments or
assumptions. At times, however, judgment is exercised in evaluating revenue recognition, such as when a
contract arrangement includes multiple product and service deliverables. Due to the quantity, size and nature of
our multiple element arrangements, the judgments we make in this regard are not likely to have a material impact
on revenue recognition for any individual element. Additionally, given the nature of our business and the rules
governing revenue recognition, our revenue recognition practices generally do not involve significant estimates
that materially affect our results of operations. Additional information about our revenue recognition policies is
included in Note 1 to the consolidated financial statements.

Results of Operations

Components of Revenue and Expenses

The following summary describes the components of revenue and expenses as presented in our consolidated
statements of income.

Processing and Services

Processing and services revenue, which in 2014 represented 83% of our consolidated revenue, is primarily
generated from account- and transaction-based fees under contracts that generally have terms of three to five
years. Revenue is recognized when the related transactions are processed and services have been performed.
Processing and services revenue is most reflective of our business performance as a significant amount of our
total operating profit is generated by these services. Cost of processing and services includes costs directly
associated with providing services to clients and includes the following: personnel; equipment and data
communication; infrastructure costs, including costs to maintain software applications; client support;
depreciation and amortization; and other operating expenses.

Product

Product revenue, which in 2014 represented 17% of our consolidated revenue, is primarily derived from
integrated print and card production sales, as well as software license sales which represented less than 4% of our
consolidated revenue. Cost of product includes costs directly associated with the products sold and includes the
following: costs of materials and software development; personnel; infrastructure costs; depreciation and
amortization; and other costs directly associated with product revenue.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily consist of: salaries, wages and related expenses paid to
sales personnel, administrative employees and management; advertising and promotional costs; depreciation and
amortization; and other selling and administrative expenses.

23

Financial Results

On March 14, 2013, the Company sold its club solutions business (“Club Solutions”). The 2013 and 2012 results of
operations and cash flows of Club Solutions, which were previously included within the Payments segment, have been
reported as discontinued operations.

The following table presents certain amounts included in our consolidated statements of income, the relative percentage that
those amounts represent to revenue and the change in those amounts from year to year. This information should be read
together with the consolidated financial statements and accompanying notes.

(In millions)
Year ended December 31,

Revenue:

2014

2013

2012

Percentage of Revenue (1)
2013

2012

2014

Increase (Decrease)

2014 vs. 2013

2013 vs. 2012

Processing and services . . . . . .
. . . . . . . . . . . . . . . . . .
Product

$4,219
847

$4,035
779

$3,663
773

83.3% 83.8% 82.6% $184
68
16.7% 16.2% 17.4%

5% $372
6
9%

Total revenue . . . . . . . . . . . .

5,066

4,814

4,436

100.0% 100.0% 100.0% 252

5%

378

Expenses:

Cost of processing and

services . . . . . . . . . . . . . . . .
. . . . . . . . . . . .

Cost of product

Sub-total

. . . . . . . . . . . . . . .

Selling, general and

2,164
717

2,881

administrative . . . . . . . . . . .

975

Total expenses . . . . . . . . . . .

3,856

Operating income . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . .
Interest and investment

1,210
(164)

2,081
695

2,776

977

3,753

1,061
(164)

1,936
628

2,564

51.3% 51.6% 52.9%
84.7% 89.2% 81.2%

83
22

56.9% 57.7% 57.8% 105

4%
3%

4%

824

19.2% 20.3% 18.6%

(2)

-

3,388

1,048
(174)

76.1% 78.0% 76.4% 103

23.9% 22.0% 23.6% 149
-
(3.2%)

(3.9%)

(3.4%)

3%

14%
-

145
67

212

153

365

13
(10)

10%
1%

9%

7%
11%

8%

19%

11%

1%
(6%)

income . . . . . . . . . . . . . . . . . . .

1

1

7

-

-

0.2%

-

-

(6)

(86%)

Income from continuing

operations before income taxes
and income from investment in
unconsolidated affiliate . . . . . .

$1,047

$ 898

$ 881

20.7% 18.7% 19.9% $149

17% $ 17

2%

(1) Percentage of revenue is calculated as the relevant revenue, expense or income amount divided by total revenue, except
for cost of processing and services and cost of product amounts which are divided by the related component of revenue.

24

(In millions)
Year ended December 31,

Total revenue:

Payments

Financial

Corporate
and Other

Total

$

$

$

$

$

$

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Revenue growth:

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income:

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income growth:

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating margin:

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating margin growth: (1)

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

$

$

$

2,747
2,552
2,443

195

8%

109

4%

768
702
657

66
9%
45
7%

28.0%
27.5%
26.9%

0.5%
0.6%

$

$

$

$

$

$

2,367
2,309
2,040

58
3%

269
13%

773
745
652

28
4%
93
14%

32.6%
32.2%
32.0%

0.4%
0.2%

(48)
(47)
(47)

(1)

-

(331)
(386)
(261)

55

(125)

$

$

$

$

$

$

5,066
4,814
4,436

252

5%

378

9%

1,210
1,061
1,048

149
14%
13
1%

23.9%
22.0%
23.6%

1.9%
(1.6%)

(1) Represents the percentage point growth or decline in operating margin.

Total Revenue

Total revenue increased $252 million, or 5%, in 2014 and increased $378 million, or 9%, in 2013 compared to
the prior years. The increase in total revenue during 2014 was due to 8% revenue growth in our Payments
segment and 3% revenue growth in our Financial segment, in each case, as compared to 2013. The increase in
total revenue during 2013 was attributable to 13% revenue growth in our Financial segment due primarily to the
acquisition of Open Solutions and 4% revenue growth in our Payments segment, in each case, as compared to
2012. The Open Solutions acquisition contributed $270 million to revenue in 2013.

Revenue in our Payments segment increased $195 million, or 8%, in 2014 and increased $109 million, or 4%, in
2013 compared to the prior years. Payments segment revenue growth during 2014 and 2013 was driven by our
recurring revenue businesses as processing and services revenue increased $128 million, or 7%, and $114
million, or 6%, in 2014 and 2013, respectively. The growth in both years was primarily due to new clients and
increased transaction volumes from existing clients in our card services, bill payment and digital channels
businesses, as well as our biller solutions business in 2013. Higher product revenue from increased volumes in
our output solutions business, a portion of which is postage pass-through revenue that is included in both product
revenue and cost of product, also contributed to overall segment revenue growth in 2014. The positive revenue
growth in 2013 was partially offset by lower software license revenue as compared to the prior year, along with a
discount on the renewal of a bill payment contract.

25

Revenue in our Financial segment increased $58 million, or 3%, in 2014 and increased $269 million, or 13%, in
2013 compared to the prior years. In 2014, revenue growth was favorably impacted by increased processing and
services revenue in our account processing and lending businesses, including higher contract termination fee
revenue. This growth was partially offset by a revenue decline in our international business due to the completion
of several client implementations in the prior year and negative currency fluctuations in the current year.
Financial segment revenue growth in 2013 was driven by the acquisition of Open Solutions, which contributed
$270 million in revenue. Excluding the Open Solutions acquisition, revenue growth in 2013 was flat compared to
the prior year, primarily due to the migration of an account processing client from our system to its parent
company’s account processing system.

Total Expenses

Total expenses increased $103 million, or 3%, in 2014 compared to 2013 and increased $365 million, or 11%, in
2013 compared to 2012. Total expenses as a percentage of total revenue was 76.1%, 78.0% and 76.4% in 2014,
2013 and 2012, respectively. The increase in total expenses as a percentage of total revenue in 2013 was due
primarily to higher merger and integration expenses attributable to our acquisition of Open Solutions.

Cost of processing and services as a percentage of processing and services revenue decreased to 51.3% in 2014
compared to 51.6% in 2013 and 52.9% in 2012. Cost of processing and services as a percentage of processing
and services revenue was favorably impacted in both 2014 and 2013 by increased operating leverage in our
recurring revenue businesses, as well as by operating efficiency initiatives across the company that have lowered
our cost structure.

Cost of product as a percentage of product revenue was 84.7% in 2014 compared to 89.2% in 2013 and 81.2% in
2012. In 2013, cost of product included merger and integration costs resulting from the Open Solutions
acquisition, including a $30 million non-cash impairment charge related to the replacement of our Acumen®
account processing system with DNA, an Open Solutions’ account processing system, which resulted in an
increase in cost of product as a percentage of product revenue. In 2014, cost of product as a percentage of
product revenue was negatively impacted by an increase in postage pass-through revenue and expense in our
output solutions business.

Selling, general and administrative expense as a percentage of total revenue was 19.2%, 20.3% and 18.6% in
2014, 2013 and 2012, respectively. The increase in selling, general and administrative expenses as a percentage
of total revenue in both 2014 and 2013 compared to 2012 was primarily due to higher acquired intangible
amortization, and in 2013, merger and integration costs attributable to our acquisition of Open Solutions. Selling,
general and administrative expenses as a percentage of total revenue was favorably impacted by reduced
professional services expenses, including merger and integration costs, in 2014 as compared to 2013.

Operating Income and Operating Margin

Total operating income increased $149 million, or 14%, in 2014 and $13 million, or 1%, in 2013 compared to the
prior years. Operating margin increased to 23.9% in 2014 from 22.0% in 2013 and decreased in 2013 from
23.6% in 2012. Operating income and margin were positively impacted in 2014 primarily by scale efficiencies,
operational effectiveness initiatives, and lower merger and integration expenses in our Corporate and Other
segment related to the Open Solutions acquisition. The operating margin decline of 160 basis points in 2013 was
due to increased operating losses of $125 million in our Corporate and Other segment, which negatively
impacted our operating margin by 260 basis points due primarily to acquired intangible amortization and merger
and integration costs of $115 million associated with the acquisition of Open Solutions. This negative impact was
partially offset by positive margin increases in our Payments and Financial segments in 2013.

Operating income in our Payments segment increased $66 million, or 9%, and $45 million, or 7%, in 2014 and
2013, respectively, compared to the prior years. Operating margins were 28.0%, 27.5% and 26.9% in 2014, 2013

26

and 2012, respectively, and increased 50 basis points in 2014 and 60 basis points in 2013. The increases in
operating income were primarily due to revenue growth and scale efficiencies in our card services and digital
channels businesses in 2014 and 2013, as well as our bill payment business in 2014. During 2014, Payments
segment operating margin improvements were partially offset by increased postage pass-through costs in our
output solutions business, which are included in both revenue and expenses, as well as increased expenses
associated with investments in our biller solutions business. Operating margin in 2013 was negatively impacted
by a decrease in higher-margin software license revenue, along with a discount on the renewal of a bill payment
contract.

Operating income in our Financial segment increased $28 million, or 4%, and $93 million, or 14%, in 2014 and
2013, respectively, compared to the prior years. Operating margin in 2014 improved 40 basis points to 32.6% as
compared to 2013, which improved slightly to 32.2% from 32.0% in 2012. These improvements in operating
income and margin in 2014 and 2013 were primarily due to scale efficiencies and operational effectiveness
initiatives, along with higher contract termination fee revenue in our account processing businesses in 2014. In
addition, the increase in operating income in 2013 was also attributed to the acquisition of Open Solutions.

The operating loss in the Corporate and Other segment decreased $55 million in 2014 and increased $125 million
in 2013 compared to the prior years. The 2014 decrease in operating loss was primarily due to reduced merger
and integration costs related to the Open Solutions acquisition as compared to 2013. The increase in operating
loss in 2013 was primarily attributable to merger and integration costs of $65 million resulting from the Open
Solutions acquisition, along with increased amortization expenses of $50 million, primarily related to Open
Solutions’ acquired intangible assets.

Interest Expense

Interest expense was consistent in 2014 and 2013, and decreased $10 million, or 6%, in 2013 compared to 2012.
A decline in average outstanding debt during 2014 was offset by slightly higher variable interest rates as
compared to 2013. The decrease in interest expense in 2013 as compared to 2012 was due to lower average
interest rates, partially offset by additional debt assumed in connection with the acquisition of Open Solutions.

Interest and Investment Income

Interest and investment income was consistent in 2014 and 2013, and decreased $6 million in 2013 as compared
to 2012 due to a gain recognized on a sale of an investment in 2012.

Income Tax Provision

Our effective income tax rate for continuing operations was 36.6% in 2014, 36.5% in 2013 and 34.0% in 2012.
The 2014 effective income tax rate was relatively consistent with 2013 as increased deductions resulting from
federal tax planning initiatives and the favorable resolution of tax matters were offset by additional income tax
expense associated with our share of net gains on the sales of subsidiary businesses at StoneRiver, a joint venture
in which we own a 49% interest. The increase in the effective tax rate from 2012 to 2013 was primarily due to
income tax expense associated with our share of a gain on a partial divestiture of a subsidiary business by
StoneRiver.

Income from Investment in Unconsolidated Affiliate

Our share of the income of StoneRiver was $91 million, $80 million and $11 million in 2014, 2013 and 2012,
respectively. During 2014, StoneRiver recognized net gains on the sales of subsidiary businesses, and in 2013,
completed a transaction which reduced its ownership interest in another subsidiary business, resulting in a gain
associated with the deconsolidation. Our share of the gains and related expenses on these transactions was $87
million in 2014 and $71 million in 2013.

27

(Loss) Income from Discontinued Operations

(Loss) income from discontinued operations related to Club Solutions and prior dispositions totaled $(2) million
and $19 million in 2013 and 2012, respectively, and included income tax expense of $4 million and $13 million,
respectively.

Net Income Per Share - Diluted from Continuing Operations

Net income per share-diluted from continuing operations was $2.99 in 2014 compared to $2.44 in 2013 and
$2.15 in 2012. Net income per share-diluted from continuing operations was favorably impacted in both 2014
and 2013 by $0.20 per share from our share of net transaction gains at StoneRiver, and was negatively impacted
in 2013 by merger and integration costs of $0.20 per share incurred due to the acquisition of Open Solutions. The
amortization of acquisition-related intangible assets also reduced net income per share-diluted from continuing
operations by $0.52, $0.51 and $0.37 in 2014, 2013 and 2012, respectively.

Liquidity and Capital Resources

General

Our primary liquidity needs are: (i) to fund normal operating expenses; (ii) to meet the interest and principal
requirements of our outstanding indebtedness; and (iii) to fund capital expenditures and operating lease
payments. We believe these needs will be satisfied using cash flow generated by our operations, our cash and
cash equivalents of $294 million at December 31, 2014 and available borrowings under our revolving credit
facility. The following table presents our operating cash flow and capital expenditure amounts for the years
ended December 31, 2014 and 2013, respectively.

(In millions)

Year Ended
December 31,
2013
2014

Increase (Decrease)

$

%

Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investment in unconsolidated affiliate . . . . . . . . . . . . . .
Dividends from unconsolidated affiliate . . . . . . . . . . . . . . . . . . . . . . .
Non-cash impairment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net changes in working capital and other . . . . . . . . . . . . . . . . . . . . . .

$

754
404
49
3
(91)
110
-
78

$

650
403
46
(9)
(80)
6
30
(7)

Operating cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,307

$ 1,039

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

292

$

236

$

$

$

104
1
3
12
(11)
104
(30)
85

268

56

26%

24%

Our net cash provided by operating activities, or operating cash flow, was $1.3 billion in 2014, an increase of
26% compared with $1.0 billion in 2013. This increase was primarily due to increased earnings, favorable
working capital changes and cash dividends received from our StoneRiver joint venture, representing returns on
our investment. Working capital was favorably impacted in 2014 by the timing of accrued expenses, including
client deposits and income taxes, and was negatively impacted in 2013 by payments related to merger and
integration costs and assumed liabilities resulting from the acquisition of Open Solutions. Our current policy is to
use our operating cash flow primarily to repay debt and fund capital expenditures, acquisitions and share
repurchases, rather than to pay dividends. Our capital expenditures were approximately 6% and 5% of our total
revenue in 2014 and 2013, respectively.

28

In 2014 and 2013, we received cash dividends of $110 million and $122 million, respectively, from StoneRiver.
The portions of these dividends that represented returns on our investment, $110 million in 2014 and $6 million
in 2013, are reported in cash flows from operating activities. In the first quarter of 2013, we acquired Open
Solutions for a cash purchase price of $16 million, net of cash acquired, along with the assumption of
approximately $960 million of debt, and sold Club Solutions for approximately $35 million in cash.

Share Repurchases

Cash outflows for repurchases of our common stock were $1.1 billion and $578 million in 2014 and 2013,
respectively. On each of August 5, 2013 and November 19, 2014, our board of directors authorized the purchase
of up to 20.0 million shares of our common stock. Purchases pursuant to the August 5, 2013 authorization have
been completed. As of December 31, 2014, we had approximately 19.8 million shares remaining under the
November 19, 2014 authorization. Shares repurchased are generally held for issuance in connection with our
equity plans.

Indebtedness

(In millions)

December 31,

2014

2013

Term loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.125% senior notes due 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.125% senior notes due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.8% senior notes due 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.625% senior notes due 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.75% senior notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.5% senior notes due 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

810
42
300
600
500
449
399
697
6

$

900
-
300
600
500
449
399
697
3

Long-term debt (including current maturities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,803

$ 3,848

The acquisition of Open Solutions in January 2013 for a cash purchase price of $16 million, net of cash acquired,
and repayment of assumed debt of approximately $960 million was funded utilizing a combination of available
cash and existing availability under our revolving credit facility. In October 2013, we obtained a $900 million
term loan under a new loan agreement with a syndicate of banks and used the net proceeds from the term loan to
repay outstanding borrowings under our revolving credit facility. At December 31, 2014, our long-term debt
consisted primarily of $2.95 billion of senior notes and $810 million of term loan borrowings. We were in
compliance with all financial debt covenants during 2014.

Term Loan

On October 25, 2013, we obtained a $900 million term loan under a new loan agreement with a syndicate of
banks. This term loan bears interest at a variable rate based on LIBOR or the bank’s base rate, plus a specified
margin based on our long-term debt rating in effect from time to time, and matures in October 2018. The variable
interest rate on the term loan borrowings was 1.4% at December 31, 2014. Scheduled principal payments of $90
million commenced on December 31, 2014 and are due on the last business day of December of each year, with
the remaining principal balance of $540 million due in October 2018. The term loan facility contains various
restrictions and covenants substantially similar to those contained in the revolving credit facility described below.

Revolving Credit Facility

In connection with the term loan financing described above, on October 25, 2013, we entered into an amendment
to our existing $2.0 billion revolving credit agreement with a syndicate of banks that conformed certain of its

29

provisions to those in the new term loan agreement and extended its maturity to October 25, 2018. Borrowings
under the amended revolving credit facility bear interest at a variable rate based on LIBOR or the bank’s base
rate, plus a specified margin based on our long-term debt rating in effect from time to time. The weighted
average variable interest rate on the revolving credit facility borrowings was 1.15% at December 31, 2014. There
are no significant commitment fees and no compensating balance requirements. The revolving credit facility
contains various restrictions and covenants that require us, among other things, to (i) limit our consolidated
indebtedness as of the end of each fiscal quarter to no more than three and one-half times consolidated net
earnings before interest, taxes, depreciation and amortization and certain other adjustments during the period of
four fiscal quarters then ended, and (ii) maintain consolidated net earnings before interest, taxes, depreciation and
amortization and certain other adjustments of at least three times consolidated interest expense as of the end of
each fiscal quarter for the period of four fiscal quarters then ended.

Senior Notes

In September 2012, we issued $700 million aggregate principal amount of 3.5% senior notes due in October
2022. These senior notes, along with our 3.125% senior notes due in October 2015 and our 4.625% senior notes
due in October 2020, pay interest at the stated rates on April 1 and October 1 of each year. Our 3.125% senior
notes due in June 2016 and 4.75% senior notes due in June 2021 pay interest at the stated rates on June 15 and
December 15 of each year, and our 6.8% senior notes due in November 2017 pay interest at the stated rate on
May 20 and November 20 of each year. The interest rates applicable to the senior notes are subject to an increase
of up to two percent in the event that our credit rating is downgraded below investment grade. The indenture
governing the senior notes contains covenants that, among other matters, limit (i) our ability to consolidate or
merge into, or convey, transfer or lease all or substantially all of our properties and assets to, another person,
(ii) our and certain of our subsidiaries’ ability to create or assume liens, and (iii) our and certain of our
subsidiaries’ ability to engage in sale and leaseback transactions. At December 31, 2014, our 3.125% senior notes
due in October 2015 were classified in the consolidated balance sheet as long-term as we have the intent to
refinance this debt on a long-term basis and the ability to do so under our revolving credit facility, which matures
in October 2018.

Other

Access to capital markets impacts our cost of capital, our ability to refinance maturing debt and our ability to
fund future acquisitions. Our ability to access capital on favorable terms depends on a number of factors,
including general market conditions, interest rates, credit ratings on our debt securities, perception of our
potential future earnings and the market price of our common stock. As of December 31, 2014, we had a
corporate credit rating of Baa2 with a stable outlook from Moody’s Investors Service, Inc. (“Moody’s”) and BBB
with a stable outlook from Standard & Poor’s Ratings Services (“S&P”) on our senior unsecured debt securities.

The interest rates payable on our senior notes, term loan and revolving credit facility are subject to adjustment
from time to time if Moody’s or S&P changes the debt rating applicable to the notes. If the ratings from Moody’s
or S&P decrease below investment grade, the per annum interest rates are subject to increase by up to two
percent. In no event will the total increase in the per annum interest rates exceed two percent above the original
interest rates, nor will the per annum interest rate be reduced below the original interest rate applicable to the
senior notes.

30

Off-Balance Sheet Arrangements and Contractual Obligations

We do not participate in, nor have we created, any off-balance sheet variable interest entities or other off-balance
sheet financing, other than letters of credit. The following table details our contractual cash obligations at
December 31, 2014:

(In millions)

Total

Less than
1 year

Long-term debt including interest (1) (2) . . . . .
Minimum operating lease payments (1) . . . . .
Purchase obligations (1)
. . . . . . . . . . . . . . . . .
Income tax obligations . . . . . . . . . . . . . . . . .

$

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

4,436
383
207
55

5,081

$

$

231
93
118
3

445

1-3 years

3-5 years

$

$

1,523
137
66
34

1,760

$

$

1,027
67
19
13

1,126

More than
5 years

$

$

1,655
86
4
5

1,750

Interest, operating lease and purchase obligations are reported on a pre-tax basis.

(1)
(2) The calculations assume that only mandatory debt repayments are made, the 3.125% senior notes due in

October 2015 are refinanced on a long-term basis, no additional refinancing or lending occurs, and the
variable rates on the term loan and revolving credit facility are priced at the rate in effect as of
December 31, 2014.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to the risk that a change in the level of one or more market prices, interest rates, 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 are exposed primarily to interest rate risk and market
price risk on outstanding debt, investments of subscriber funds and foreign currency. Our senior management
actively monitors these risks.

We manage our debt structure and interest rate risk through the use of fixed- and floating-rate debt. Based on our
outstanding debt with variable interest rates at December 31, 2014, a 1% increase in our borrowing rate would
increase annual interest expense in 2015 by approximately $8.5 million.

In connection with processing electronic payments transactions, the funds we receive from subscribers are
invested from the time we collect the funds until payments are made to the applicable recipients. These
subscriber funds are invested in short-term, highly liquid investments. Subscriber funds are not included in our
consolidated balance sheets and can fluctuate significantly based on consumer bill payment and debit card
activity. Based on daily average subscriber funds balances during 2014 of approximately $1.0 billion, a 1%
increase in applicable interest rates would increase our annual pre-tax income by approximately $10 million, and
if applicable interest rates decreased to zero, our annual pre-tax income would decrease by less than $5 million.

We conduct business in the United States and in foreign countries and are exposed to foreign currency risk from
changes in the value of underlying assets and liabilities of our non-U.S. dollar denominated foreign investments
and foreign currency transactions. We have entered into foreign currency forward exchange contracts with total
notional values of approximately $73 million as of December 31, 2014 to hedge foreign currency exposure to the
Indian Rupee. In 2014, approximately 6% of our total revenue was from clients in foreign countries. Risk can be
estimated by measuring the impact of a near-term adverse movement of 10% in foreign currency rates against the
U.S. dollar. If these rates were 10% higher or lower at December 31, 2014, there would not have been a material
adverse impact on our annual income from continuing operations or financial position.

31

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

33

34

35

36

37

38

63

32

Fiserv, Inc.
Consolidated Statements of Income

2014

2013

2012

In millions, except per share data
Year ended December 31,

Revenue:

Processing and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product

$ 4,219
847

$ 4,035
779

$ 3,663
773

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,066

4,814

4,436

Expenses:

Cost of processing and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of product
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations before income taxes and income from

investment in unconsolidated affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investment in unconsolidated affiliate . . . . . . . . . . . . . . . . . . . .

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) income from discontinued operations, net of income taxes . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Net income (loss) per share - basic:

Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) per share - diluted:

Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

$

Shares used in computing net income (loss) per share:

2,164
717
975

3,856

1,210
(164)
1

1,047
(384)
91

754
-

754

3.04
-

3.03

2.99
-

2.98

2,081
695
977

3,753

1,061
(164)
1

898
(328)
80

650
(2)

648

2.48
(0.01)

2.47

2.44
(0.01)

2.44

$

$

$

$

$

1,936
628
824

3,388

1,048
(174)
7

881
(300)
11

592
19

611

2.18
0.07

2.25

2.15
0.07

2.22

$

$

$

$

$

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

248.6
252.7

262.4
266.1

271.6
275.0

See accompanying notes to consolidated financial statements.

33

Fiserv, Inc.
Consolidated Statements of Comprehensive Income

In millions
Year ended December 31,

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive (loss) income:

Fair market value adjustment on cash flow hedges, net of income tax

benefit of $(1) million and $(8) million . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment for net realized losses on cash flow hedges

included in interest expense, net of income tax provision of $6
million, $6 million and $17 million . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . .

2014

2013

2012

$

754

$

648

$

611

-

8
(11)

(3)

(1)

9
(8)

-

(12)

26
4

18

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

751

$

648

$

629

See accompanying notes to consolidated financial statements.

34

Fiserv, Inc.
Consolidated Balance Sheets

In millions
December 31,

Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts receivable, less allowance for doubtful accounts . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2014

2013

294
798
42
352

1,486

317
2,003
5,209
322

$

400
751
55
366

1,572

266
2,142
5,216
317

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

9,337

$

9,513

Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

905
92
489

1,486

3,711
716
129

6,042

$

756
92
484

1,332

3,756
713
127

5,928

Commitments and Contingencies

Shareholders’ Equity
Preferred stock, no par value: 25.0 million shares authorized; none issued . . . . . . . . . .
Common stock, $0.01 par value: 900.0 million shares authorized; 395.7 million

shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost, 155.4 million and 139.0 million shares . . . . . . . . . . . . . . . . . . .

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-

-

4
897
(63)
7,352
(4,895)

3,295

4
844
(60)
6,598
(3,801)

3,585

Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

9,337

$

9,513

See accompanying notes to consolidated financial statements.

35

Fiserv, Inc.
Consolidated Statements of Shareholders’ Equity

In millions

Shares Amount

Common Stock Additional

Accumulated
Other
Comprehensive
Loss

Paid-In
Capital

Balance at January 1, 2012 . . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . .
Share-based compensation . . . . . .
Shares issued under stock plans

including income tax benefits . .
Purchases of treasury stock . . . . . .

Balance at December 31, 2012 . . .
Net income . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . .
Shares issued under stock plans

including income tax benefits . .
Purchases of treasury stock . . . . . .

Balance at December 31, 2013 . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . .
Share-based compensation . . . . . .
Shares issued under stock plans

including income tax benefits . .
Purchases of treasury stock . . . . . .

396

$

4

$

775

$

(78)

18

44

(17)

396

4

802

(60)

46

(4)

396

4

844

(60)

(3)

49

4

Treasury Stock

Shares Amount

116

$

(2,782)

Retained
Earnings

$

5,339
611

(5)
18

129

(3)
13

139

5,950
648

6,598
754

128
(625)

(3,279)

65
(587)

(3,801)

(2)
18

64
(1,158)

Balance at December 31, 2014 . . .

396

$

4

$

897

$

(63)

$

7,352

155

$

(4,895)

See accompanying notes to consolidated financial statements.

36

Fiserv, Inc.
Consolidated Statements of Cash Flows

In millions
Year ended December 31,

Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment for discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating

activities from continuing operations:

Depreciation and other amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition-related intangible assets . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investment in unconsolidated affiliate . . . . . . . . . . . . . . . .
Dividends from unconsolidated affiliate . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash impairment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of interest rate hedge contracts . . . . . . . . . . . . . . . . . . . . . . .
Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities, net of effects from acquisitions:

Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities from continuing operations . . . . .
Cash flows from investing activities:
Capital expenditures, including capitalization of software costs . . . . . . . . . .
Payments for acquisitions of businesses, net of cash acquired . . . . . . . . . . . .
Dividends from unconsolidated affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net proceeds from investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities from continuing operations . . . . . . . . . .
Cash flows from financing activities:
Debt proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities from continuing operations . . . . . . . . .
Net change in cash and cash equivalents from continuing operations . . . . . .
Net cash flows (to) from discontinued operations . . . . . . . . . . . . . . . . . . . . .
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Discontinued operations cash flow information:
Net cash (used in) provided by operating activities . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . .
Net change in cash and cash equivalents from discontinued operations . . . .
Net cash flows from (to) continuing operations . . . . . . . . . . . . . . . . . . . . . . .
Beginning balance - discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance - discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2014

2013

2012

$

754
-

$

648
2

$

611
(19)

200
204
49
3
(91)
110
-
-
(18)

(42)
(39)
168
9
1,307

(292)
-
-
7
(1)
(286)

604
(653)
53
(1,148)
18
(1,126)
(105)
(1)
400
294

(1)
-
(1)
1
-
-

$

$

$

193
210
46
(9)
(80)
6
30
-
(11)

(47)
(48)
37
62
1,039

(236)
(30)
116
4
(2)
(148)

2,252
(2,590)
49
(578)
(6)
(873)
18
24
358
400

(11)
35
24
(24)
-
-

$

$

$

190
160
44
5
(11)
23
-
(88)
(11)

(12)
(85)
-
19
826

(193)
-
32
28
(3)
(136)

1,469
(1,642)
96
(634)
5
(706)
(16)
37
337
358

39
(2)
37
(37)
-
-

$

$

$

See accompanying notes to consolidated financial statements.

37

Fiserv, Inc.
Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Description of the Business

Fiserv, Inc. and its subsidiaries (collectively, the “Company”) provide financial services technology to clients
worldwide, including banks, thrifts, credit unions, investment management firms, leasing and finance companies,
retailers, and merchants. The Company provides account processing systems, electronic payments processing
products and services, internet and mobile banking systems, and related services. The Company is principally
located in the United States where it operates data and transaction processing centers, provides technology
support, develops software and payment solutions, and offers consulting services.

The Company’s operations are comprised of the Payments and Industry Products (“Payments”) segment and the
Financial Institution Services (“Financial”) segment. Additional information regarding the Company’s business
segments is included in Note 10.

Principles of Consolidation

The consolidated financial statements include the accounts of Fiserv, Inc. and all 100% owned subsidiaries.
Investments in less than 50% owned affiliates in which the Company has significant influence but not control are
accounted for using the equity method of accounting. All intercompany transactions and balances have been
eliminated in consolidation.

Stock Split

On November 20, 2013, the Company’s Board of Directors declared a two-for-one stock split of the Company’s
common stock and a proportionate increase in the number of its authorized shares of common stock. The
additional shares were distributed on December 16, 2013 to shareholders of record at the close of business on
December 2, 2013. The Company’s common stock began trading at the split-adjusted price on December 17,
2013. All share and per share amounts are retroactively presented on a split-adjusted basis. The impact on the
consolidated balance sheets of the stock split was an increase of $2 million to common stock and an offsetting
reduction in additional paid-in capital, which has been retroactively restated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ materially from those
estimates.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), to clarify the principles of
recognizing revenue and to create common revenue recognition guidance between U.S. generally accepted
accounting principles and International Financial Reporting Standards. ASU 2014-09 outlines a single
comprehensive model for entities to use in accounting for revenue arising from contracts with customers and
supersedes most current revenue recognition guidance. The core principle of the revenue model is that an entity
recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. This model
involves a five-step process for achieving that core principle, along with comprehensive disclosures about the
nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU
2014-09 will be effective for annual and interim periods after December 15, 2016; early application is not

38

permitted. Entities have the option of using either a full retrospective or a modified approach to adopt this new
guidance. The Company is currently assessing the impact that the adoption of ASU 2014-09 will have on its
consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals
of Components of an Entity (“ASU 2014-08”). ASU 2014-08 changes the criteria for determining which disposals can
be presented as discontinued operations and modifies the related disclosure requirements. Under the amendments in
ASU 2014-08, only those disposals that represent a strategic shift that has (or will have) a major effect on the
Company’s operations and financial results will be reported as discontinued operations in the financial statements.
ASU 2014-08 will be effective prospectively for annual and interim periods after December 15, 2014.

Fair Value Measurements

The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair
value in its consolidated financial statements on a recurring basis. Fair value represents the amount that would be
received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities, the Company
considers the principal or most advantageous market and the market-based risk measurements or assumptions
that market participants would use in pricing the asset or liability.

The fair values of cash equivalents, trade accounts receivable, settlement assets and obligations, and accounts
payable approximate their respective carrying values due to the short period of time to maturity. The estimated
fair value of debt is described in Note 5 and was estimated using quoted prices in active markets (level 2 of the
fair value hierarchy) or using discounted cash flows based on the Company’s current incremental borrowing rates
(level 3 of the fair value hierarchy).

Derivatives

Derivatives are recorded in the consolidated balance sheets as either an asset or liability measured at fair value. If
the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the
derivative are recorded as a component of accumulated other comprehensive loss and recognized in the
consolidated statements of income when the hedged item affects earnings. If the derivative is designated as a fair
value hedge, the changes in the fair value of the derivative are recognized in earnings. To the extent the fair value
hedge is effective, there is an offsetting adjustment to the basis of the item being hedged. Ineffective portions of
changes in the fair value of hedges are recognized in earnings. The Company’s policy is to enter into derivatives
with creditworthy institutions and not to enter into such derivatives for speculative purposes.

Foreign Currency

Foreign currency denominated assets and liabilities, where the functional currency is the local currency, are
translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expenses are
translated at the average exchange rates during the period. Gains and losses from foreign currency translation are
recorded as a separate component of accumulated other comprehensive loss.

Revenue Recognition

The Company generates revenue from the delivery of processing, service and product solutions. Revenue is
recognized when written contracts are signed, delivery has occurred, the fees are fixed or determinable, and
collectability is reasonably assured.

Processing and services revenue is recognized as services are provided and is primarily derived from single
element individual contracts that generate account- and transaction-based fees for data processing, transaction
processing, electronic billing and payment services, electronic funds transfer, debit processing services, and
consulting services. To a lesser extent, certain of the Company’s revenue is generated from multiple element
arrangements involving various combinations of product and service deliverables. The deliverables within these

39

arrangements are evaluated at contract inception to determine whether they represent separate units of
accounting, and if so, contract consideration is allocated to each deliverable based on relative selling price. The
relative selling price is determined using vendor specific objective evidence of fair value, third-party evidence or
best estimate of selling price. Revenue is then recognized in accordance with the appropriate revenue recognition
guidance applicable to the respective elements. Also included in processing and services revenue is software
maintenance fee revenue for ongoing client support, which is recognized ratably over the term of the applicable
support period, which is generally 12 months. Deferred revenue consists primarily of advance cash receipts for
services and is recognized as revenue when the services are provided.

Product revenue is primarily derived from integrated print and card production sales, as well as software license
sales which represented less than 4% of consolidated revenue. For software license agreements that do not
require significant customization or modification, the Company recognizes software license revenue upon
delivery, assuming persuasive evidence of an arrangement exists, the license fee is fixed or determinable, and
collection is reasonably assured. Arrangements with customers that include significant customization,
modification or production of software are accounted for under contract accounting, with revenue recognized
using the percentage-of-completion method based upon efforts-expended, such as labor hours, to measure
progress towards completion. Changes in estimates for revenues, costs and profits are recognized in the period in
which they are determinable.

The Company includes reimbursements from clients, such as postage and telecommunication costs, in processing
and services revenue and product revenue, while the related costs are included in cost of processing and services
and cost of product.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily consist of: salaries, wages and related expenses paid to
sales personnel, administrative employees and management; advertising and promotional costs; depreciation and
amortization; and other selling and administrative expenses.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and investments with original maturities of 90 days or less.

Allowance for Doubtful Accounts

The Company analyzes the collectibility of trade accounts receivable by considering historical bad debts, client
creditworthiness, current economic trends, changes in client payment terms and collection trends when
evaluating the adequacy of the allowance for doubtful accounts. Any change in the assumptions used in
analyzing a specific account receivable may result in an additional allowance for doubtful accounts being
recognized in the period in which the change occurs. The allowance for doubtful accounts was $11 million and
$15 million at December 31, 2014 and 2013, respectively.

Prepaid Expenses

Prepaid expenses represent advance payments for goods and services to be consumed in the future, such as
maintenance, postage and insurance, and totaled $132 million and $122 million at December 31, 2014 and 2013,
respectively.

Settlement Assets and Obligations

Settlement assets of $182 million and $189 million were included in prepaid expenses and other current assets at
December 31, 2014 and 2013, respectively, and settlement obligations of $176 million and $184 million were
included in accrued expenses at December 31, 2014 and 2013, respectively. Settlement assets and obligations
result from timing differences between collection and fulfillment of payment transactions primarily associated

40

with the Company’s walk-in and expedited bill payment service businesses. Settlement assets represent cash
received or amounts receivable from agents, payment networks or directly from consumers. Settlement
obligations represent amounts payable to clients and payees.

Property and Equipment

Property and equipment are reported at cost. Depreciation of property and equipment is computed primarily
using the straight-line method over the shorter of the estimated useful life of the asset or the leasehold period, if
applicable. Property and equipment consisted of the following at December 31:

(In millions)

Estimated
Useful Lives

2014

2013

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Data processing equipment . . . . . . . . . . . . . . . . . . . .
Buildings and leasehold improvements . . . . . . . . . .
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . .

-
3 to 7 years
5 to 40 years
3 to 10 years

$

Less: accumulated depreciation . . . . . . . . . . . . . . . .

$

23
657
209
165

1,054
(737)

23
587
202
140

952
(686)

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

317

$

266

Depreciation expense for all property and equipment totaled $71 million, $70 million and $72 million in 2014,
2013 and 2012, respectively.

Intangible Assets

Intangible assets consisted of the following at December 31:

(In millions)
2014

Gross
Carrying
Amount

Accumulated
Amortization

Net Book
Value

Customer related intangible assets . . . . . . . . . . . . .
Acquired software and technology . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized software development costs . . . . . . . . .
Purchased software . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

2,155
493
120
574
234

$

797
356
46
240
134

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

3,576

$

1,573

$

1,358
137
74
334
100

2,003

(In millions)
2013

Gross
Carrying
Amount

Accumulated
Amortization

Net Book
Value

Customer related intangible assets . . . . . . . . . . . . .
Acquired software and technology . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized software development costs . . . . . . . . .
Purchased software . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

2,155
493
120
635
277

$

667
289
39
348
195

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

3,680

$

1,538

$

1,488
204
81
287
82

2,142

41

Customer related intangible assets represent customer contracts and relationships obtained as part of acquired
businesses and are amortized over their estimated useful lives, generally 10 to 20 years. Acquired software and
technology represents software and technology intangible assets obtained as part of acquired businesses and are
amortized over their estimated useful lives, generally four to eight years. Trade names are amortized over their
estimated useful lives, generally 10 to 20 years. Amortization expense for acquired intangible assets, which
include customer related intangible assets, acquired software and technology, and trade names, totaled $204
million, $210 million and $160 million in 2014, 2013 and 2012, respectively.

The Company continually develops, maintains and enhances its products and systems. In each of 2014, 2013 and
2012, product development expenditures represented approximately 9% of the Company’s total revenue.
Research and development costs incurred prior to the establishment of technological feasibility are expensed as
incurred. Routine maintenance of software products, design costs and other development costs incurred prior to
the establishment of a product’s technological feasibility are also expensed as incurred. Costs are capitalized
commencing when the technological feasibility of the software has been established.

Capitalized software development costs represent the capitalization of certain costs incurred to develop new
software or to enhance existing software which is marketed externally or utilized by the Company to process
client transactions. Capitalized software development costs are amortized over their estimated useful lives,
generally five years. Gross software development costs capitalized for new products and enhancements to
existing products totaled $129 million, $120 million and $102 million in 2014, 2013 and 2012, respectively.
Amortization of previously capitalized software development costs that have been placed into service was $82
million, $72 million and $73 million in 2014, 2013 and 2012, respectively. During 2013, the Company incurred a
$30 million non-cash impairment charge to capitalized software development costs as a result of the acquisition
of Open Solutions, Inc. (“Open Solutions”). See Note 2.

Purchased software represents software licenses purchased from third parties and is amortized over their
estimated useful lives, generally three to five years. Amortization of purchased software totaled $29 million, $32
million and $34 million in 2014, 2013 and 2012, respectively.

The Company estimates that annual amortization expense with respect to acquired intangible assets recorded at
December 31, 2014 will be approximately $190 million in 2015, $150 million in 2016, $140 million in each of
2017 and 2018, and $130 million in 2019. Annual amortization expense in 2015 with respect to capitalized and
purchased software recorded at December 31, 2014 is estimated to approximate $115 million.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired and
liabilities assumed in a business combination. The Company evaluates goodwill for impairment on an annual
basis, or more frequently if circumstances indicate possible impairment. Goodwill is tested for impairment at a
reporting unit level, determined to be at an operating segment level or one level below. When reviewing goodwill
for impairment, the Company considers the amount of excess fair value over the carrying value of each reporting
unit, the period of time since a reporting unit’s last quantitative test, the extent a reorganization or disposition
changes the composition of one or more of the reporting units, and other factors to determine whether or not to
first perform a qualitative test. When performing a qualitative test, the Company assesses numerous factors to
determine whether it is more likely than not that the fair value of its reporting units are less than their respective
carrying values. Examples of qualitative factors that the Company assesses include its share price, its financial
performance, market and competitive factors in its industry, and other events specific to its reporting units. If the
Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying
value, the Company performs a two-step quantitative impairment test by comparing reporting unit carrying
values to estimated fair values. No impairment was identified in the Company’s annual impairment assessment in
the fourth quarter of 2014 as the estimated fair values of the respective reporting units exceeded the carrying

42

values. In addition, there is no accumulated impairment loss through December 31, 2014. The changes in
goodwill during 2014 and 2013 were as follows:

(In millions)

Payments

Financial

Total

Goodwill - December 31, 2012 . . . . . . . . . . . . . . .
Acquired goodwill . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency adjustments and other . . . . . . . .

$

Goodwill - December 31, 2013 . . . . . . . . . . . . . . .
Foreign currency adjustments . . . . . . . . . . . . . . . .

$

3,442
2
-

3,444
(4)

$

1,263
517
(8)

1,772
(3)

4,705
519
(8)

5,216
(7)

Goodwill - December 31, 2014 . . . . . . . . . . . . . . .

$

3,440

$

1,769

$

5,209

Asset Impairment

The Company reviews property and equipment, intangible assets and its investment in unconsolidated affiliate
for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may
not be recoverable. The Company reviews capitalized software development costs for impairment at each balance
sheet date. Recoverability of property and equipment, capitalized software development costs, and intangible
assets is assessed by comparing the carrying amount of the asset to the undiscounted future cash flows expected
to be generated by the asset. The Company’s investment in unconsolidated affiliate is assessed by comparing the
carrying amount of the investment to its estimated fair value and is impaired if any decline in fair value is
determined to be other than temporary. Measurement of any impairment loss is based on estimated fair value.

Deferred Financing Costs

Deferred financing costs related to the Company’s long-term debt totaled $19 million and $24 million at
December 31, 2014 and 2013, respectively, net of accumulated amortization of $31 million and $26 million,
respectively. Deferred financing costs are reported in other long-term assets in the consolidated balance sheets
and are amortized over the term of the underlying debt using the interest method as a component of interest
expense.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following at December 31:

(In millions)

2014

2013

Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Client deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

61
261
192
176
215

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

905

$

67
190
165
184
150

756

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and liabilities and their respective tax
basis and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. A valuation allowance, if necessary, is recorded against deferred tax assets
for which utilization of the asset is not likely.

43

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of income taxes, consisted of the
following:

(In millions)

Cash Flow
Hedges

Foreign
Currency
Translation

Other

Total

Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . . .
Amounts reclassified from accumulated other

$

comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net current-period other comprehensive (loss) income . . .

$

(49)
-

8

8

Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . .

$

(41)

$

(9)
(11)

-

(11)

(20)

(In millions)

Cash Flow
Hedges

Foreign
Currency
Translation

Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . . .
Amounts reclassified from accumulated other

$

comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net current-period other comprehensive income (loss) . . .

$

(57)
(1)

9

8

Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . .

$

(49)

$

(1)
(8)

-

(8)

(9)

$

$

$

$

(2)
-

-

-

(60)
(11)

8

(3)

(2)

$

(63)

Other

Total

$

(2)
-

(60)
(9)

-

-

9

-

$

(2)

$

(60)

Net Income Per Share

Net income per share in each period is calculated using actual, unrounded amounts. Basic net income per share is
computed using the weighted-average number of common shares outstanding during the year. Diluted net income
per share is computed using the weighted-average number of common shares and common stock equivalents
outstanding during the year. Common stock equivalents consist of stock options and restricted stock units and are
computed using the treasury stock method. In 2014, 2013 and 2012, the Company excluded 1.2 million,
1.5 million and 1.7 million weighted-average shares, respectively, from the calculations of common stock
equivalents for anti-dilutive stock options.

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

(In millions)

2014

2013

2012

Weighted-average common shares outstanding used for the

calculation of net income per share - basic . . . . . . . . . . . . . . . . . . . .
Common stock equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

248.6
4.1

262.4
3.7

271.6
3.4

Weighted-average common shares outstanding used for the

calculation of net income per share - diluted . . . . . . . . . . . . . . . . . .

252.7

266.1

275.0

Supplemental Cash Flow Information

(In millions)

2014

2013

2012

Interest paid, including on assumed debt
. . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid from continuing operations . . . . . . . . . . . . . . . . . . .
Treasury stock purchases settled after the balance sheet date . . . . . . . .
Liabilities assumed in acquisitions of businesses . . . . . . . . . . . . . . . . .

$

144
336
19
-

$

165
299
9
1,176

$

158
321
-
-

44

2. Acquisition

On January 14, 2013, the Company acquired Open Solutions, a provider of account processing technology for
financial institutions, for a cash purchase price of $55 million and the assumption of approximately $960 million
of debt. This acquisition, included within the Financial segment, advanced the Company’s go-to-market
strategies by adding a number of products and services and by expanding the number of account processing
clients to which the Company can provide its broad array of add-on products and services.

The allocation of purchase price for Open Solutions was finalized in 2013 and recorded as follows:

(In millions)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

39
41
29
30
571
517
(140)
(958)
(74)

Total cash purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

55

The cash purchase price and repayment of assumed debt were funded utilizing a combination of available cash
and existing availability under the Company’s revolving credit facility. The final purchase price allocation did
not materially change from the preliminary allocation. The purchase price allocation resulted in goodwill,
included within the Financial segment, of approximately $517 million, of which $161 million is deductible for
tax purposes. Such goodwill was primarily attributed to synergies with the products and services that Open
Solutions provides and the anticipated value created by selling the Company’s products and services to Open
Solutions’ existing client base. The values allocated to intangible assets were as follows:

(In millions)

Customer related intangible assets . . . . . . . . . . . . . . . . . . . . . . .
Acquired software and technology . . . . . . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross
Carrying
Amount

Weighted-
Average
Useful Life

$

$

460
105
6

571

20 years
7 years
10 years

In 2013, the results of operations for Open Solutions, $270 million of revenue and $12 million of operating
income, which included purchase accounting adjustments such as deferred revenue measured at fair value and
acquired intangible asset amortization, had been included within the Company’s consolidated statement of
income from the date of acquisition. As a result of the acquisition, the Company has incurred merger and
integration costs, including a $30 million non-cash impairment charge in 2013 related to the Company’s decision
to replace its Acumen account processing system with DNA, an Open Solutions’ account processing system.

45

The following unaudited supplemental pro forma information presents the Company’s results of operations as
though the acquisition of Open Solutions had occurred on January 1, 2012. This information is presented for
informational purposes and is not necessarily indicative of the Company’s operating results which would have
occurred had the acquisition been consummated as of that date. The pro forma information presented below does
not include anticipated synergies, the impact of purchase accounting adjustments or certain other expected
benefits of the acquisition and should not be used as a predictive measure of our future results of operations.

(In millions, except per share data)

(Pro Forma
Unaudited)
2012

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share - basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share - diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$
$
$
$

4,764
602
621
2.29
2.26

3. Discontinued Operation

On March 14, 2013, the Company sold its club solutions business (“Club Solutions”) for approximately $35
million in cash. The 2013 and 2012 results of operations and cash flows of Club Solutions, which were
previously included within the Payments segment, have been reported as discontinued operations in the
accompanying consolidated financial statements. Club Solutions revenue was $10 million and $46 million in
2013 and 2012, respectively, and the Company recognized a $4 million loss, net of income taxes, on the sale of
the business during 2013.

4. Investment in Unconsolidated Affiliate

The Company owns a 49% interest in StoneRiver Group, L.P. (“StoneRiver”), which is accounted for as an
equity method investment, and reports its share of StoneRiver’s net income as income from investment in
unconsolidated affiliate. The Company’s investment in StoneRiver was $21 million and $39 million at
December 31, 2014 and 2013, respectively, and was reported within other long-term assets in the consolidated
balance sheets. To the extent that the Company’s cost basis is different than the basis reflected at the
unconsolidated affiliate level, the basis difference is generally amortized over the lives of the related assets and
included in the Company’s share of equity in earnings of the unconsolidated affiliate. In 2014, 2013 and 2012,
the Company received cash dividends, funded from capital transactions, from StoneRiver of $110 million, $122
million and $55 million, respectively, which were recorded as reductions in the Company’s investment in
StoneRiver. The portions of these dividends that represented returns on the Company’s investment were $110
million in 2014, $6 million in 2013 and $23 million in 2012 and are reported in cash flows from operating
activities.

During 2014, StoneRiver recognized net gains on the sales of subsidiary businesses, and in 2013, completed a
transaction which reduced its ownership interest in another subsidiary business, resulting in a gain associated
with the deconsolidation. The Company’s share of the net gains and related expenses on these transactions of $87
million in 2014 and $71 million in 2013 was recorded within income from investment in unconsolidated affiliate,
with the related tax expenses of $36 million and $17 million, respectively, recorded through the income tax
provision, in the accompanying consolidated statements of income.

46

Due to the significant income attributable to the 2013 gain on deconsolidation, summarized StoneRiver financial
information is presented below and reflects certain of the 2014 dispositions as discontinued operations within the
statements of income for all periods presented.

(In millions)

2014

2013

2012

Statements of income for the years ended December 31,
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance sheet as of December 31,
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

$

140
(3)
5
138

82
198
47
254

606
8
242
243

74
629
97
527

$

722
39
17
16

5. Long-Term Debt

The Company’s long-term debt consisted of the following at December 31:

(In millions)

2014

2013

$

Term loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.125% senior notes due 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.125% senior notes due 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.8% senior notes due 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.625% senior notes due 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.75% senior notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.5% senior notes due 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

810
42
300
600
500
449
399
697
6

900
-
300
600
500
449
399
697
3

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,803
(92)

3,848
(92)

Long-term debt

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

3,711

$

3,756

The estimated fair value of total debt was $3.9 billion at December 31, 2014 and 2013. The Company was in
compliance with all financial debt covenants during 2014. Annual maturities of the Company’s total debt were as
follows at December 31, 2014:

(In millions)
Year ending December 31,

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

$

92
691
591
883
1
1,545

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,803

47

Term Loan

On October 25, 2013, the Company obtained a $900 million term loan under a new loan agreement with a
syndicate of banks and used the net proceeds to repay outstanding borrowings under the revolving credit facility.
This term loan bears interest at a variable rate based on LIBOR or the bank’s base rate, plus a specified margin
based on the Company’s long-term debt rating in effect from time to time, and matures in October 2018. The
variable interest rate on the term loan borrowings was 1.4% at December 31, 2014. Scheduled principal payments
of $90 million commenced on December 31, 2014 and are due on the last business day of December of each
year, with the remaining principal balance of $540 million due in October 2018. The term loan facility contains
various restrictions and covenants substantially similar to those contained in the revolving credit facility
described below.

Revolving Credit Facility

In connection with the term loan financing described above, on October 25, 2013, the Company entered into an
amendment to its existing $2.0 billion revolving credit agreement with a syndicate of banks that conformed
certain of its provisions to those in the new term loan agreement and extended its maturity to October 25, 2018.
Borrowings under the amended revolving credit facility bear interest at a variable rate based on LIBOR or the
bank’s base rate, plus a specified margin based on the Company’s long-term debt rating in effect from time to
time. The weighted average variable interest rate on the revolving credit facility borrowings was 1.15% at
December 31, 2014. There are no significant commitment fees and no compensating balance requirements. The
revolving credit facility contains various restrictions and covenants that require the Company, among other
things, to (i) limit its consolidated indebtedness as of the end of each fiscal quarter to no more than three and one-
half times consolidated net earnings before interest, taxes, depreciation and amortization and certain other
adjustments during the period of four fiscal quarters then ended, and (ii) maintain consolidated net earnings
before interest, taxes, depreciation and amortization and certain other adjustments of at least three times
consolidated interest expense as of the end of each fiscal quarter for the period of four fiscal quarters then ended.

Senior Notes

In September 2012, the Company issued $700 million aggregate principal amount of 3.5% senior notes due in
October 2022. These senior notes, along with the Company’s 3.125% senior notes due in October 2015 and its
4.625% senior notes due in October 2020, pay interest at the stated rates on April 1 and October 1 of each year.
The Company’s 3.125% senior notes due in June 2016 and 4.75% senior notes due in June 2021 pay interest at
the stated rates on June 15 and December 15 of each year, and the Company’s 6.8% senior notes due in
November 2017 pay interest at the stated rate on May 20 and November 20 of each year. The interest rates
applicable to the senior notes are subject to an increase of up to two percent in the event that the Company’s
credit rating is downgraded below investment grade. The indenture governing the senior notes contains covenants
that, among other matters, limit (i) the Company’s ability to consolidate or merge into, or convey, transfer or
lease all or substantially all of its properties and assets to, another person; (ii) the Company’s and certain of its
subsidiaries’ ability to create or assume liens, and (iii) the Company’s and certain of its subsidiaries’ ability to
engage in sale and leaseback transactions. At December 31, 2014, the Company’s 3.125% senior notes due in
October 2015 were classified in the consolidated balance sheet as long-term and within the debt maturity
schedule above as maturing in October 2018, the date that the Company’s revolving credit facility expires, as the
Company has the intent to refinance this debt on a long-term basis and the ability to do so under its revolving
credit facility.

6. Derivative Hedge Contracts

The Company maintained forward-starting interest rate swap agreements (“Forward-Starting Swaps”), designated
as cash flow hedges, with a total notional value of $550 million to hedge against changes in interest rates
applicable to forecasted five-year and ten-year fixed rate borrowings. Upon the issuance of senior notes in
September 2012, the Company paid $88 million, included in cash flows from operating activities, to settle the

48

Forward-Starting Swaps and recognized approximately $4 million of interest expense due to hedge
ineffectiveness. The remaining $84 million was recorded in accumulated other comprehensive loss, net of
income taxes of $33 million, and is being recognized as interest expense over the terms of the originally
forecasted interest payments.

The components of other comprehensive income pertaining to interest rate hedge contracts are presented in the
consolidated statements of comprehensive income. Based on the amounts recorded in accumulated other
comprehensive loss at December 31, 2014, the Company estimates that it will recognize approximately $14
million in interest expense during the next twelve months related to settled interest rate hedge contracts.

The Company has entered into foreign currency forward exchange contracts, which have been designated as cash
flow hedges, to hedge foreign currency exposure to the Indian Rupee. As of December 31, 2014 and 2013, the
notional amount of these derivatives was approximately $73 million and $53 million, respectively, and the fair
value totaling approximately $1 million was recorded in current accrued expenses in the consolidated balance
sheets at December 31, 2014 and 2013.

7. Income Taxes

A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate for
continuing operations is as follows:

2014

2013

2012

Statutory federal income tax rate . . . . . . . . . . . . . . . . . .
State income taxes, net of federal effect . . . . . . . . . . . . .
Unconsolidated affiliate tax . . . . . . . . . . . . . . . . . . . . . .
Domestic production activities deduction . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . .

35.0%
2.6%
3.4%
(4.1%)
(0.3%)

36.6%

35.0%
2.5%
1.9%
(1.3%)
(1.6%)

36.5%

35.0%
2.5%
-
(4.2%)
0.7%

34.0%

The income tax provision for continuing operations was as follows:

(In millions)

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Deferred:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2014

2013

2012

$

331
40
10

381

(4)
6
1

3

$

290
35
12

337

(12)
1
2

(9)

250
36
9

295

3
-
2

5

Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

384

$

328

$

300

49

Significant components of deferred tax assets and liabilities consisted of the following at December 31:

(In millions)

2014

2013

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate hedge contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss and credit carry-forwards . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital software development costs . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

37
28
46
123
47
28

309
(42)

267

(127)
(737)
(42)
(35)

(941)

$

35
34
41
158
40
16

324
(42)

282

(109)
(763)
(31)
(37)

(940)

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

(674)

$

(658)

Deferred tax assets and liabilities are reported in the consolidated balance sheets as follows at December 31:

(In millions)

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrecognized tax benefits were as follows:

(In millions)

Unrecognized tax benefits - Beginning of year . . . . . . . . . . . . . . . .
Increases for tax positions taken during the current year . . . . . .
Increases for tax positions taken in prior years . . . . . . . . . . . . . .
Decreases for tax positions taken in prior years . . . . . . . . . . . . .
Decreases for settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of the statute of limitations . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

2014

2013

42
(716)

(674)

$

$

55
(713)

(658)

2014

2013

2012

$

60
9
10
(21)
(1)
(2)

56
9
6
(7)
(2)
(2)

60

$

$

27
12
19
-
(1)
(1)

56

Unrecognized tax benefits - End of year . . . . . . . . . . . . . . . . . . . . .

$

55

$

At December 31, 2014, unrecognized tax benefits of $44 million, net of federal and state benefits, would affect
the effective income tax rate from continuing operations if recognized. In 2015, reductions to unrecognized tax
benefits for decreases in tax positions taken in prior years, settlements and the lapse of statutes of limitations are
estimated to total approximately $3 million. The Company classifies interest expense and penalties related to
income taxes as components of its income tax provision. The income tax provision from continuing operations
included interest expense and penalties on unrecognized tax benefits of less than $1 million in each of 2014, 2013
and 2012. Accrued interest expense and penalties related to unrecognized tax benefits totaled $5 million and $4
million at December 31, 2014 and 2013, respectively.

50

The Company’s federal tax returns for 2009 through 2014 and tax returns in certain states and foreign
jurisdictions for 2006 through 2014 remain subject to examination by taxing authorities. At December 31, 2014,
the Company had federal net operating loss carry-forwards of $193 million, which expire in 2015 through 2031,
state net operating loss carry-forwards of $574 million, which expire in 2015 through 2034, and foreign net
operating loss carry-forwards of $83 million, $51 million of which expire in 2017 through 2034, and the
remainder of which do not expire.

8. Employee Stock and Savings Plans

Stock Plans

The Company recognizes the fair value of share-based compensation awards granted to employees in cost of
processing and services, cost of product, and selling, general and administrative expense in its consolidated
statements of income.

The Company’s share-based compensation primarily consists of the following:

Stock Options – The Company grants stock options to employees and non-employee directors at exercise
prices equal to the fair market value of the Company’s stock on the dates of grant, which are typically in the
first quarter of the year. Stock options generally vest over a three-year period beginning on the first
anniversary of the grant. All stock options expire ten years from the date of the award. The Company
recognizes compensation expense for the fair value of the stock options over the requisite service period of
the stock option award.

Restricted Stock Units – The Company awards restricted stock units to employees and non-employee
directors. The Company recognizes compensation expense for restricted stock units based on the market
price of the common stock on the date of award over the period during which the awards vest.

Employee Stock Purchase Plan – The Company maintains an employee stock purchase plan that allows eligible
employees to purchase a limited number of shares of common stock each quarter through payroll deductions at
85% of the closing price of the Company’s common stock on the last business day of each calendar quarter. The
Company recognizes compensation expense related to the 15% discount on the purchase date.

Share-based compensation expense was $49 million in 2014, $46 million in 2013 and $44 million in 2012. The
income tax benefits related to share-based compensation totaled $17 million, $16 million and $15 million in
2014, 2013 and 2012, respectively. At December 31, 2014, the total remaining unrecognized compensation cost
for unvested stock options and restricted stock units, net of estimated forfeitures, of $71 million is expected to be
recognized over a weighted-average period of 2.3 years.

The weighted-average estimated fair value of stock options granted during 2014, 2013 and 2012 was $18.90,
$13.00 and $10.86 per share, respectively. The fair values of stock options granted were estimated on the date of
grant using a binomial option-pricing model with the following assumptions:

2014

2013

2012

Expected life (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.3
2.0%
29.6%
0%

6.4
0.9%
29.9%
0%

6.5
1.3%
31.1%
0%

The Company determined the expected life of stock options using historical data adjusted for known factors that
could alter historical exercise behavior. The risk-free interest rate is based on the U.S. treasury yield curve in effect
as of the grant date. Expected volatility is determined using weighted-average implied market volatility combined
with historical volatility. The Company believes that a blend of historical volatility and implied volatility better
reflects future market conditions and better indicates expected volatility than purely historical volatility.

51

A summary of stock option activity is as follows:

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term (Years)

Aggregate
Intrinsic
Value
(In millions)

Shares
(In thousands)

Stock options outstanding - December 31, 2013 . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Stock options outstanding - December 31, 2014 . . . .

Stock options exercisable - December 31, 2014 . . . .

10,080
1,357
(288)
(1,275)

9,874

6,838

$

$

$

28.97
57.29
40.60
27.65

32.69

26.40

5.7

4.4

$

$

378

305

A summary of restricted stock unit activity is as follows:

Shares
(In thousands)

Weighted-
Average
Grant Date
Fair Value

Restricted stock units - December 31, 2013 . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

2,157
539
(240)
(594)

Restricted stock units - December 31, 2014 . . . . . . . .

1,862

$

34.92
58.87
39.86
32.16

42.02

The table below presents additional information related to stock option and restricted stock unit activity:

(In millions)

2014

2013

2012

Total intrinsic value of stock options exercised . . . . . . . . . . . . . . . . .
Cash received from stock option exercises . . . . . . . . . . . . . . . . . . . .
Gross income tax benefit from stock option exercises . . . . . . . . . . .
Fair value of restricted stock units upon vesting . . . . . . . . . . . . . . . .

$

43
33
16
35

$

$

27
32
10
31

51
80
20
29

As of December 31, 2014, 21.6 million share-based awards were available for grant under the Fiserv, Inc. 2007
Omnibus Incentive Plan. Under its employee stock purchase plan, the Company issued 0.6 million, 0.7 million and
0.8 million shares in 2014, 2013 and 2012, respectively. As of December 31, 2014, there were 6.4 million shares
available for issuance under the employee stock purchase plan. The number of shares remaining available for future
issuance under the employee stock purchase plan is subject to an annual increase on the first day of each fiscal year
equal to the lesser of (i) 2.0 million shares, (ii) 1% of the shares of the Company’s common stock outstanding on
such date or (iii) a lesser amount determined by the Company’s board of directors.

Employee Savings Plans

The Company and its subsidiaries have defined contribution savings plans covering substantially all employees.
Under the plans, eligible participants may elect to contribute a specified percentage of their salaries and the
Company makes matching contributions, each subject to certain limitations. Expenses for company contributions
under these plans totaled $37 million, $36 million and $33 million in 2014, 2013 and 2012, respectively.

52

9. Leases, Commitments and Contingencies

Leases

The Company leases certain facilities and equipment under operating leases. Most leases contain renewal options
for varying periods. Future minimum rental payments on operating leases with initial non-cancellable lease terms
in excess of one year were due as follows at December 31, 2014:

(In millions)
Year ending December 31,

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

$

93
77
60
40
27
86

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

383

Rent expense for all operating leases was $108 million, $105 million and $110 million during 2014, 2013 and
2012, respectively.

Commitments and Contingencies

Litigation

In the normal course of business, the Company and its subsidiaries are named as defendants in lawsuits in which
claims are asserted against the Company. In the opinion of management, the liabilities, if any, which may
ultimately result from such lawsuits are not expected to have a material adverse effect on the Company’s
consolidated financial statements.

Electronic Payments Transactions

In connection with the Company’s processing of electronic payments transactions, funds received from
subscribers are invested from the time the Company collects the funds until payments are made to the applicable
recipients. These subscriber funds are invested in short-term, highly liquid investments. Subscriber funds, which
are not included in the Company’s consolidated balance sheets, can fluctuate significantly based on consumer bill
payment and debit card activity and totaled approximately $1.4 billion at December 31, 2014.

Indemnifications and Warranties

Subject to limitations and exclusions, the Company may indemnify its clients from certain costs resulting from
claims of patent, copyright or trademark infringement associated with its clients’ use of the Company’s products
or services. The Company may also warrant to clients that its products and services will operate substantially in
accordance with identified specifications. From time to time, in connection with sales of businesses, the
Company agrees to indemnify the buyers for liabilities associated with the businesses that are sold. Payments, net
of recoveries, under such indemnification or warranty provisions were not material to the Company’s
consolidated results of operations or financial position.

53

10. Business Segment Information

The Company’s operations are comprised of the Payments segment and the Financial segment. The Payments
segment primarily provides debit, credit and prepaid card processing and services, electronic bill payment and
presentment services, internet and mobile banking software and services, person-to-person payment services, and
other electronic payments software and services. The businesses in this segment also provide card and print
personalization services, investment account processing services for separately managed accounts, and fraud and
risk management products and services. The Financial segment provides banks, thrifts, credit unions, and leasing
and finance companies with account processing services, item processing and source capture services, loan
origination and servicing products, cash management and consulting services, and other products and services
that support numerous types of financial transactions. The Corporate and Other segment primarily consists of
unallocated corporate expenses, amortization of acquisition-related intangible assets, intercompany eliminations
and other costs that are not considered when management evaluates segment performance.

(In millions)

Payments

Financial

Corporate
and Other

Total

2014
Processing and services revenue . . . . . . . . . . . . .
Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . .

2013
Processing and services revenue . . . . . . . . . . . . .
Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . .

2012
Processing and services revenue . . . . . . . . . . . . .
Product revenue . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . .

2,030
717

2,747
768
5,850
176
102

1,902
650

2,552
702
5,985
131
93

1,788
655

2,443
657
6,109
107
97

$

$

$

$

$

$

2,195
172

2,367
773
3,225
107
71

2,143
166

2,309
745
3,220
87
71

1,887
153

2,040
652
2,094
76
73

$

$

$

(6)
(42)

(48)
(331)
262
9
231

(10)
(37)

(47)
(386)
308
18
239

(12)
(35)

(47)
(261)
294
10
180

4,219
847

5,066
1,210
9,337
292
404

4,035
779

4,814
1,061
9,513
236
403

3,663
773

4,436
1,048
8,497
193
350

Revenue to clients outside the United States comprised approximately 6% of total revenue in 2014 and 7% in
each of 2013 and 2012.

54

11. Subsidiary Guarantors of Long-Term Debt

Certain of the Company’s 100% owned domestic subsidiaries (“Guarantor Subsidiaries”) jointly and severally,
and fully and unconditionally, guarantee the Company’s indebtedness under its senior notes. Under the
indentures governing the senior notes, a guarantee of a Guarantor Subsidiary will terminate upon the following
customary circumstances: the sale of such Guarantor Subsidiary if such sale complies with the indenture; if such
Guarantor Subsidiary no longer guarantees certain other indebtedness of the Company, including as a result of
the release of the Guarantor Subsidiaries if Standard & Poor’s Ratings Services and Moody’s Investors Service,
Inc. increase the Company’s credit rating to A- and A3, respectively; or the defeasance or discharge of the
indenture. The following condensed consolidating financial information is presented on the equity method and
reflects summarized financial information for: (i) the Company; (ii) the Guarantor Subsidiaries on a combined
basis; and (iii) the Company’s non-guarantor subsidiaries on a combined basis. The following condensed
consolidating financial information for 2013 and 2012 reflects the reporting of Club Solutions as a discontinued
operation. Certain intercompany amounts reported in the prior periods within the condensed consolidating
balance sheet and condensed consolidating statements of cash flows have been reclassified to conform to the
current period presentation and are not considered to be material by the Company.

55

Condensed Consolidating Statement of Income and Comprehensive Income

Year ended December 31, 2014

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

(In millions)

Revenue:

Processing and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Expenses:

Cost of processing and services . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . .

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) from continuing operations before income taxes and
income from investment in unconsolidated affiliate . . . . . . . . . .
Income tax (provision) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investment in unconsolidated affiliate . . . . . . . . . . . .
Equity in earnings of consolidated affiliates . . . . . . . . . . . . . . . . . .

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations, net of income

-
-

-

-
-
95

95

(95)
(130)

(225)
109
-
870

754

taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 754

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 751

$

$

$

3,077
810

3,887

1,587
681
657

2,925

962
(25)

937
(373)
91
-

655

-

655

655

$

$

$

1,318
108

1,426

753
107
223

1,083

343
(8)

335
(120)
-
-

215

-

215

204

$

$

$

(176)
(71)

(247)

(176)
(71)
-

(247)

-
-

-
-
-
(870)

(870)

-

(870)

(859)

$

$

$

4,219
847

5,066

2,164
717
975

3,856

1,210
(163)

1,047
(384)
91
-

754

-

754

751

Condensed Consolidating Statement of Income and Comprehensive Income

Year ended December 31, 2013

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

(In millions)

Revenue:

Processing and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

-
-

-

Expenses:

Cost of processing and services . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . .

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) from continuing operations before income taxes and
income from investment in unconsolidated affiliate . . . . . . . . . .
Income tax (provision) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investment in unconsolidated affiliate . . . . . . . . . . . .
Equity in earnings of consolidated affiliates . . . . . . . . . . . . . . . . . .

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net of income taxes . . . . . . . . .

-
-
110

110

(110)
(129)

(239)
102
-
787

650
(2)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 648

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 648

$

$

2,919
734

3,653

1,481
667
632

2,780

873
(20)

853
(327)
80
-

606
-

606

606

$

$

$

1,281
109

1,390

765
92
235

1,092

298
(14)

284
(103)
-
-

181
-

181

173

$

$

$

(165)
(64)

(229)

(165)
(64)
-

(229)

-
-

-
-
-
(787)

(787)
-

(787)

(779)

$

$

$

4,035
779

4,814

2,081
695
977

3,753

1,061
(163)

898
(328)
80
-

650
(2)

648

648

56

Condensed Consolidating Statement of Income and Comprehensive Income

Year ended December 31, 2012

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

(In millions)

Revenue:

Processing and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

-
-

-

Expenses:

Cost of processing and services . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . .

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) from continuing operations before income taxes and
income from investment in unconsolidated affiliate . . . . . . . . . .
Income tax (provision) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investment in unconsolidated affiliate . . . . . . . . . . . .
Equity in earnings of consolidated affiliates . . . . . . . . . . . . . . . . . .

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations, net of income taxes . . . . . . .

-
-
104

104

(104)
(104)

(208)
103
-
697

592
19

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 611

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 629

$

$

2,596
717

3,313

1,385
615
499

2,499

814
(57)

757
(280)
11
-

488
5

493

493

$

$

$

1,226
114

1,340

710
71
221

1,002

338
(6)

332
(123)
-
-

209
-

209

213

$

$

$

(159)
(58)

(217)

(159)
(58)
-

(217)

-
-

-
-
-
(697)

(697)
(5)

(702)

(706)

$

$

$

3,663
773

4,436

1,936
628
824

3,388

1,048
(167)

881
(300)
11
-

592
19

611

629

57

Condensed Consolidating Balance Sheet

December 31, 2014

(In millions)

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . .

$

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from consolidated affiliates . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in consolidated affiliates . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21
-
40
8

69
-
10,987
23
-
36

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

11,115

Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . .
Current maturities of long-term debt
. . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to consolidated affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . .

119
90
-

209
3,707
3,137
767

7,820

3,295

$

$

$

$

$

$

80
510
-
209

799
2,467
-
1,734
4,154
496

9,650

586
2
285

873
4
-
31

908

8,742

Total liabilities and shareholders’ equity . . . . . . . . . . . . . .

$

11,115

$

9,650

$

193
288
2
135

618
670
-
246
1,055
107

2,696

200
-
204

404
-
-
47

451

2,245

2,696

$

$

$

$

-
-
-
-

-
(3,137)
(10,987)
-
-
-

$ (14,124)

$

-
-
-

-
-
(3,137)
-

(3,137)

(10,987)

294
798
42
352

1,486
-
-
2,003
5,209
639

9,337

905
92
489

1,486
3,711
-
845

6,042

3,295

$ (14,124)

$

9,337

58

Condensed Consolidating Balance Sheet

December 31, 2013

(In millions)

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . .

$

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from consolidated affiliates . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in consolidated affiliates . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

139
-
54
27

220
-
10,122
22
-
33

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

10,397

Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . .
Current maturities of long-term debt
. . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to consolidated affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . .

87
90
-

177
3,754
2,108
773

6,812

3,585

$

$

$

$

$

$

76
465
-
195

736
1,683
-
1,866
4,150
448

8,883

463
2
292

757
2
-
25

784

8,099

Total liabilities and shareholders’ equity . . . . . . . . . . . . . .

$

10,397

$

8,883

$

185
286
1
144

616
425
-
254
1,066
102

2,463

206
-
192

398
-
-
42

440

2,023

2,463

$

$

$

$

-
-
-
-

-
(2,108)
(10,122)
-
-
-

$ (12,230)

$

-
-
-

-
-
(2,108)
-

(2,108)

(10,122)

400
751
55
366

1,572
-
-
2,142
5,216
583

9,513

756
92
484

1,332
3,756
-
840

5,928

3,585

$ (12,230)

$

9,513

59

Condensed Consolidating Statement of Cash Flows

Year ended December 31, 2014

(In millions)

Cash flows from operating activities:
Net cash provided by (used in) operating activities from

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

(34)

$

1,029

$

312

$

-

$

1,307

Cash flows from investing activities:
Capital expenditures, including capitalization of software costs . . .
Net proceeds from investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities from continuing operations . .

Cash flows from financing activities:
Debt proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)
-
(13)

(16)

604
(653)
53
(1,148)
1,077

Net cash (used in) provided by financing activities from

continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(67)

Net change in cash and cash equivalents from continuing

operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flows to discontinued operations . . . . . . . . . . . . . . . . . . . .
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(117)
(1)
139

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

21

$

(205)
-
(856)

(1,061)

-
-
-
-
36

36

4
-
76

80

$

(84)
7
(240)

(317)

-
-
-
-
13

13

8
-
185

193

-
-
1,108

1,108

-
-
-
-
(1,108)

(292)
7
(1)

(286)

604
(653)
53
(1,148)
18

(1,108)

(1,126)

-
-
-

-

$

(105)
(1)
400

294

$

Condensed Consolidating Statement of Cash Flows

Year ended December 31, 2013

(In millions)

Cash flows from operating activities:
Net cash provided by (used in) operating activities from

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

(61)

$

842

$

258

$

-

$

1,039

Cash flows from investing activities:
Capital expenditures, including capitalization of software costs . . .
Payments for acquisitions of businesses, net of cash acquired . . . .
Dividend from unconsolidated affiliate . . . . . . . . . . . . . . . . . . . . . .
Net proceeds from investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities from continuing operations . .

(3)
(55)
-
-
(2)

(60)

Cash flows from financing activities:
Debt proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,252
(2,589)
49
(578)
1,050

Net cash (used in) provided by financing activities from

continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

184

Net change in cash and cash equivalents from continuing

operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flows from (to) discontinued operations . . . . . . . . . . . . . .
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63
(9)
85

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 139

$

(169)
25
116
2
(839)

(865)

-
(1)
-
-
1

-

(23)
33
66

76

$

(64)
-
-
2
(204)

(266)

-
-
-
-
(14)

(14)

(22)
-
207

185

-
-
-
-
1,043

1,043

-
-
-
-
(1,043)

(236)
(30)
116
4
(2)

(148)

2,252
(2,590)
49
(578)
(6)

(1,043)

(873)

-
-
-

-

$

18
24
358

400

$

60

Condensed Consolidating Statement of Cash Flows

Year ended December 31, 2012

(In millions)

Cash flows from operating activities:
Net cash provided by (used in) operating activities from

Parent
Company

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations Consolidated

continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (168)

$

722

$

272

$

-

$

826

Cash flows from investing activities:
Capital expenditures, including capitalization of software costs . . .
Dividend from unconsolidated affiliate . . . . . . . . . . . . . . . . . . . . . .
Net proceeds from investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities from continuing operations . .

(4)
-
-
(2)

(6)

Cash flows from financing activities:
Debt proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,469
(1,592)
96
(634)
817

Net cash (used in) provided by financing activities from

continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

156

Net change in cash and cash equivalents from continuing

operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flows from discontinued operations . . . . . . . . . . . . . . . . .
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(18)
30
73

(142)
32
2
(621)

(729)

-
(6)
-
-
1

(5)

(12)
7
71

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

85

$

66

$

(47)
-
26
(197)

(218)

-
(44)
-
-
4

(40)

14
-
193

207

-
-
-
817

817

-
-
-
-
(817)

(193)
32
28
(3)

(136)

1,469
(1,642)
96
(634)
5

(817)

(706)

-
-
-

-

$

(16)
37
337

358

$

61

12. Quarterly Financial Data (unaudited)

Quarterly financial data for 2014 and 2013 was as follows:

(In millions, except per share data)

2014
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of processing and services . . . . . . . . . . . . . . .
Cost of product
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . .
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . .
Net income per share - continuing operations: (1)

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Full
Year

$ 1,234
541
180
242
963
271
168
168
174

$ 1,253
532
171
243
946
307
166
166
171

$ 1,263
537
168
243
948
315
239
239
231

$ 1,316
554
198
247
999
317
181
181
175

$ 5,066
2,164
717
975
3,856
1,210
754
754
751

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.66
0.65

$
$

0.66
0.65

$
$

0.96
0.95

$
$

0.75
0.73

$
$

3.04
2.99

2013
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of processing and services . . . . . . . . . . . . . . .
Cost of product
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . .
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . .
Net income per share - continuing operations: (1)

$ 1,152
522
190
229
941
211
117
117
115

$ 1,198
523
157
245
925
273
152
151
146

$ 1,201
520
164
237
921
280
161
159
163

$ 1,263
516
184
266
966
297
220
221
224

$ 4,814
2,081
695
977
3,753
1,061
650
648
648

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.44
0.43

$
$

0.57
0.57

$
$

0.62
0.61

$
$

0.85
0.84

$
$

2.48
2.44

(1) Net income per share in each period is calculated using actual, unrounded amounts.

62

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Fiserv, Inc.:

We have audited the accompanying consolidated balance sheets of Fiserv, Inc. and subsidiaries (the “Company”)
as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income,
shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of Fiserv, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2014, in conformity with
accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of December 31, 2014, based on the
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 20, 2015 expressed an unqualified
opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
February 20, 2015

63

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

(a) Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated
the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934). 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, 2014.

(b) Management Report On Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that
controls may become inadequate because of changes in conditions.

Our management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework
(2013). Based on management’s assessment, our management believes that, as of December 31, 2014, our
internal control over financial reporting was effective based on those criteria.

Our independent registered public accounting firm has issued their attestation report on our internal control
over financial reporting. The report is included below under the heading “Report of Independent Registered
Public Accounting Firm On Internal Control Over Financial Reporting.”

(c) Changes in Internal Control Over Financial Reporting

Our management has evaluated, with the participation of our chief executive officer and chief financial
officer, whether any changes in our internal control over financial reporting that occurred during the quarter
ended December 31, 2014 have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

During the quarter ended December 31, 2014, we completed the implementation of a billing module within
our SAP enterprise resource planning (“ERP”) system, which further integrated our systems and improved
the overall efficiency of our billing and collection processes. We implemented this module in phases over
the past several years, which we believe reduced implementation risk. The design and documentation of our
internal control processes and procedures related to billing have been appropriately modified to supplement
previously existing internal controls over financial reporting. As with any new technology, this module, and
the internal controls over financial reporting included in the related processes, have been tested for
effectiveness prior to and concurrent with the implementation. We believe the implementation of the billing
module within our ERP system has further strengthened the related internal controls due to enhanced
automation and integration of processes.

64

Based on the evaluation we conducted, our management has concluded that there have not been any other
changes in our internal control over financial reporting during the quarter ended December 31, 2014 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

(d) Report of Independent Registered Public Accounting Firm On Internal Control Over Financial Reporting

Our independent registered public accounting firm, Deloitte & Touche LLP, assessed the effectiveness of
our internal control over financial reporting and has issued their report as set forth below.

65

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Fiserv, Inc.:

We have audited the internal control over financial reporting of Fiserv, Inc. and subsidiaries (the “Company”) as
of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2014, based on the criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements as of and for the year ended December 31, 2014 of the
Company and our report dated February 20, 2015 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
February 20, 2015

66

Item 9B. Other Information

On February 19, 2015, our executive officers executed amendments to all of their outstanding equity award
agreements (the “Amendments”). The Amendments contain a revised definition of retirement and provide that,
following a qualified retirement, all unvested restricted stock units and stock options held by an executive officer
will continue to vest on the original vesting schedule associated with the award as if the executive officer had not
ceased to be an employee and all vested stock options will remain exercisable until the earlier of five years
following retirement or the original expiration date of the stock option. In addition, on February 18, 2015, stock
options and restricted stock units were granted to our executive officers using new forms of equity award
agreements that contain retirement terms that are substantially similar to the modified terms in the Amendments
(the “Revised Award Agreements”). We are unable to quantify the amounts payable to our executive officers as a
result of the Amendments and Revised Award Agreements because it will depend on the value of our common
stock price at the time of vesting or exercise. The foregoing descriptions of the Amendments and the Revised
Award Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of
the Amendments and Revised Award Agreements filed herewith as Exhibits 10.10, 10.11, 10.14 and 10.15 and
incorporated herein by reference.

Item 10. Directors, Executive Officers and Corporate Governance

PART III

Except for information concerning our executive officers included in Part I of this Form 10-K under the caption
“Executive Officers of the Registrant,” 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,” “Nominees for Election,” “Corporate Governance –
Committees of the Board of Directors – Audit Committee,” “Corporate Governance – Nominations of Directors,”
and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our 2015
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, 2014.

Our board of directors has adopted a Code of Conduct that applies to all of our directors and employees,
including our chief executive officer, chief financial officer, corporate controller and other persons performing
similar functions. We have posted a copy of our Code of Conduct on the “About Fiserv – For Investors –
Corporate Governance” section of our website at www.fiserv.com. We intend to satisfy the disclosure
requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Conduct by
posting such information on the “About Fiserv – For Investors” section of our website at www.fiserv.com. We
are not including the information contained on our website as part of, or incorporating it by reference into, this
report.

Item 11. Executive Compensation

The information required by Item 11 is incorporated by reference to the information set forth under the captions
“Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,”
“Compensation Committee Interlocks and Insider Participation,” and “Executive Compensation” in our definitive
proxy statement for our 2015 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, 2014.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

The information set forth under the caption “Security Ownership of Certain Beneficial Owners and
Management” in our definitive proxy statement for our 2015 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, 2014, is incorporated by reference herein.

67

Equity Compensation Plan Information

The table below sets forth information with respect to compensation plans under which equity securities are
authorized for issuance as of December 31, 2014.

(a)

(b)

(c)

Number of shares
to be issued upon
exercise of
outstanding options

Weighted-average
exercise price of
outstanding options

Number of shares
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))

Plan Category

Equity compensation plans approved

by our shareholders (1)

9,873,793 (2)

$32.69

21,557,178 (3)

Equity compensation plans not
approved by our shareholders

Total

N/A

9,873,793

N/A

$32.69

N/A

21,557,178

(1) Columns (a) and (c) of the table above do not include 1,861,704 unvested restricted stock units outstanding

under the Fiserv, Inc. 2007 Omnibus Incentive Plan or 6,390,840 shares authorized for issuance under the
Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan. The number of shares remaining
available for future issuance under the employee stock purchase plan is subject to an annual increase on the
first day of each fiscal year equal to the lesser of (i) 2,000,000 shares, (ii) 1% of the shares of our common
stock outstanding on such date or (iii) a lesser amount determined by our board of directors.

(2) Consists of options outstanding under the Fiserv, Inc. 2007 Omnibus Incentive Plan and the Fiserv, Inc.

Stock Option and Restricted Stock Plan.

(3) Reflects the number of shares available for future issuance under the Fiserv, Inc. 2007 Omnibus Incentive
Plan. No additional awards may be granted under the Fiserv, Inc. Stock Option and Restricted Stock Plan.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to the information set forth under the captions
“Corporate Governance – Director Independence,” and “Corporate Governance – Review, Approval or
Ratification of Transactions with Related Persons,” in our definitive proxy statement for our 2015 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, 2014.

Item 14.

Principal Accounting Fees and Services

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 2015 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, 2014.

68

PART IV

Item 15.

Exhibits, Financial Statement Schedules

Financial Statement Schedules

Financial statement schedules have been omitted because they are not applicable or the required information is
shown in the consolidated financial statements or accompanying notes.

Exhibits

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

69

SIGNATURES

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 20,
2015.

FISERV, INC.

By:

/s/ Jeffery W. Yabuki

Jeffery W. Yabuki
President 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 20, 2015.

Name

/s/ Daniel P. Kearney

Daniel P. Kearney

/s/ Jeffery W. Yabuki

Jeffery W. Yabuki

/s/ Thomas J. Hirsch

Thomas J. Hirsch

/s/ Alison Davis

Alison Davis

/s/ Christopher M. Flink

Christopher M. Flink

/s/ Dennis F. Lynch

Dennis F. Lynch

/s/ Denis J. O’Leary

Denis J. O’Leary

/s/ Glenn M. Renwick

Glenn M. Renwick

/s/ Kim M. Robak
Kim M. Robak

/s/ Doyle R. Simons

Doyle R. Simons

/s/ Thomas C. Wertheimer

Thomas C. Wertheimer

Capacity

Chairman of the Board

Director, President and Chief Executive Officer
(Principal Executive Officer)

Chief Financial Officer,
Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)

Director

Director

Director

Director

Director

Director

Director

Director

70

Exhibit
Number

Exhibit Description

EXHIBIT INDEX

3.1

3.2

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

Restated Articles of Incorporation (1)

Amended and Restated By-laws (2)

Amended and Restated Credit Agreement, dated as of August 1, 2012, among Fiserv, Inc. and
the financial institutions parties thereto (3)

Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 25, 2013,
among Fiserv, Inc. and the financial institutions party thereto (4)

Loan Agreement, dated as of October 25, 2013, among Fiserv, Inc. and the financial institutions
party thereto (4)

Indenture, dated as of November 20, 2007, by and among Fiserv, Inc., the guarantors named
therein and U.S. Bank National Association (5)

Second Supplemental Indenture, dated as of November 20, 2007, among Fiserv, Inc., the
guarantors named therein and U.S. Bank National Association (6)

Fifth Supplemental Indenture, dated as of September 21, 2010, among Fiserv, Inc., the
guarantors named therein and U.S. Bank National Association (7)

Sixth Supplemental Indenture, dated as of September 21, 2010, among Fiserv, Inc., the
guarantors named therein and U.S. Bank National Association (7)

Seventh Supplemental Indenture, dated as of June 14, 2011, among Fiserv, Inc., the guarantors
named therein and U.S. Bank National Association (8)

Eighth Supplemental Indenture, dated as of June 14, 2011, among Fiserv, Inc., the guarantors
named therein and U.S. Bank National Association (8)

4.10

Tenth Supplemental Indenture, dated as of September 25, 2012, among Fiserv, Inc., the
guarantors named therein and U.S. Bank National Association (9)

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Company agrees to furnish to the
Securities and Exchange Commission, upon request, any instrument defining the rights of
holders of long-term debt that is not filed as an exhibit to this Form 10-K.

Fiserv, Inc. Stock Option and Restricted Stock Plan, as amended and restated (10)*

Fiserv, Inc. Amended and Restated 2007 Omnibus Incentive Plan (10)*

Fiserv, Inc. Stock Option and Restricted Stock Plan Forms of Award Agreements

– Form of Non-Qualified Stock Option Agreement for Outside Directors (11)*

– Form of Employee Non-Qualified Stock Option Agreement for Employee Directors (11)*

– Form of Employee Non-Qualified Stock Option Agreement for Senior Management (12)*

– Form of Amendment No. 1 to Stock Option Agreement (13)*

– Form of Amendment No. 2 to Stock Option Agreement for Senior Management (see
Exhibit 10.14 below)*

Fiserv, Inc. Amended and Restated 2007 Omnibus Incentive Plan Forms of Award Agreements

– Form of Restricted Stock Unit Agreement (Non-Employee Director) (14) *

– Form of Restricted Stock Unit Agreement (Employee) (14) *

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

Exhibit
Number

Exhibit Description

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20

10.21

10.22

10.23

10.24

10.25

10.26

10.27

10.28

10.29

10.30

10.31

10.32

10.33

10.34

– Form of Amendment to Restricted Stock Unit Agreement (Employee – Executive Officer)*

– Form of Restricted Stock Unit Agreement (Executive Officer)*

– Form of Non-Qualified Stock Option Agreement (Non-Employee Director) (14)*

– Form of Stock Option Agreement (Employee) (14) *

– Form of Amendment to Stock Option Agreement (Employee – Executive Officer)*

– Form of Stock Option Agreement (Executive Officer)*

– Form of Non-Qualified Stock Option Agreement (Special Equity Award 2008) (15)*

Amended and Restated Employment Agreement, dated December 22, 2008, between
Fiserv, Inc. and Jeffery W. Yabuki (16)*

Amendment No. 1 to Amended and Restated Employment Agreement, dated February 26,
2009, between Fiserv, Inc. and Jeffery W. Yabuki (17)*

Amendment No. 2 to Amended and Restated Employment Agreement, dated December 30,
2009, between Fiserv, Inc. and Jeffery W. Yabuki (18)*

Amended and Restated Key Executive Employment and Severance Agreement, dated
December 22, 2008, between Fiserv, Inc. and Jeffery W. Yabuki (16)*

Employee Non-Qualified Stock Option Agreement, dated December 1, 2005, between
Fiserv, Inc. and Jeffery W. Yabuki (19)*

Employee Non-Qualified Stock Option Agreement, dated December 1, 2005, between
Fiserv, Inc. and Jeffery W. Yabuki (19)*

Form of Amended and Restated Key Executive Employment and Severance Agreement,
between Fiserv, Inc. and each of Mark Ernst, Kevin Gregoire, Rahul Gupta, Thomas Hirsch,
Lynn McCreary, Kevin Schultz, Steven Tait and Byron Vielehr (16)*

Employment Agreement, dated January 3, 2011, between Fiserv, Inc. and Mark A. Ernst (20)*

Employment Agreement, dated December 22, 2008, between Fiserv, Inc. and Rahul
Gupta (14)*

Employment Agreement, dated October 27, 2009, between Fiserv, Inc. and Steven Tait (21)*

Amendment No. 1 to Employment Agreement, dated December 11, 2009, between Fiserv, Inc.
and Steven Tait (21)*

Employment Agreement, dated February 23, 2010, between Fiserv, Inc. and Lynn S.
McCreary (22)*

Amendment No. 1 to Employment Agreement, dated July 1, 2013, between Fiserv, Inc. and
Lynn S. McCreary (22)*

Employment Agreement, dated November 7, 2013, between Fiserv, Inc. and Byron
Vielehr (10)*

Employment Agreement, dated May 21, 2014, between Fiserv, Inc. and Kevin P.
Gregoire (23)*

Letter Agreement, dated October 22, 2014, between Fiserv, Inc. and Kevin Schultz*

Form of Non-Employee Director Indemnity Agreement (15)

Fiserv, Inc. Non-Employee Director Deferred Compensation Plan (15)*

Exhibit
Number

Exhibit Description

10.35

Non-Employee Director Compensation Schedule (24)*

21.1

23.1

31.1

31.2

32.1

Subsidiaries of Fiserv, Inc.

Consent of Independent Registered Public Accounting Firm

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002

Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

*

This exhibit is a management contract or compensatory plan or arrangement.

** Filed with this Annual Report on Form 10-K are the following documents formatted in XBRL (Extensible

Business Reporting Language): (i) the Consolidated Statements of Income for the years ended December 31,
2014, 2013 and 2012, (ii) the Consolidated Statements of Comprehensive Income for the years ended
December 31, 2014, 2013 and 2012, (iii) the Consolidated Balance Sheets at December 31, 2014 and 2013,
(iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2014, 2013 and
2012, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and
2012, and (vi) Notes to Consolidated Financial Statements.

(1) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 3, 2013,

and incorporated herein by reference.

(2) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 24, 2012,

and incorporated herein by reference.

(3) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 2, 2012,

and incorporated herein by reference.

(4) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 29, 2013, and

incorporated herein by reference.

(5) Previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (File No. 333-147309)

filed on November 13, 2007, and incorporated herein by reference.

(6) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on November 20, 2007,

and incorporated herein by reference.

(7) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 21, 2010,

and incorporated herein by reference.

(8) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 14, 2011,

and incorporated herein by reference.

(9) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 25, 2012,

and incorporated herein by reference.

(10) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 20, 2014,

and incorporated herein by reference.

(11) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on October 22, 2004,

and incorporated herein by reference.

(12) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on March 15, 2006,

and incorporated herein by reference.

(13) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on November 24, 2008,

and incorporated herein by reference.

(14) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 24, 2012,

and incorporated herein by reference.

(15) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 28, 2008,

and incorporated herein by reference.

(16) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 23, 2008,

and incorporated herein by reference.

(17) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 27, 2009,

and incorporated herein by reference.

(18) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 30, 2009,

and incorporated herein by reference.

(19) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on November 7, 2005,

and incorporated herein by reference.

(20) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 27, 2011, and

incorporated herein by reference.

(21) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 26, 2010,

and incorporated herein by reference.

(22) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2013,

and incorporated herein by reference.

(23) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2014, and

incorporated herein by reference.

(24) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2013, and

incorporated herein by reference.

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffery W. Yabuki, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Fiserv, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

2.
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

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

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

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

c.

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

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of

5.
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):

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

b. Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

Date: February 20, 2015

By:

/s/ Jeffery W. Yabuki

Jeffery W. Yabuki
President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Hirsch, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Fiserv, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

2.
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

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

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

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

c.

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

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of

5.
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):

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

b. Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

Date: February 20, 2015

By:

/s/ Thomas J. Hirsch

Thomas J. Hirsch
Chief Financial Officer,
Treasurer and Assistant Secretary

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.1

In connection with the Annual Report on Form 10-K of Fiserv, Inc. (the “Company”) for the year ended
December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
Jeffery W. Yabuki, as President and Chief Executive Officer of the Company, and Thomas J. Hirsch, as Chief
Financial Officer, Treasurer and Assistant Secretary of the Company, each hereby certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of

1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition

and results of operations of the Company.

By:

/s/ Jeffery W. Yabuki

Jeffery W. Yabuki
President and Chief Executive Officer
February 20, 2015

By:

/s/ Thomas J. Hirsch

Thomas J. Hirsch
Chief Financial Officer,
Treasurer and Assistant Secretary
February 20, 2015