~~Table~~We are effecting changes in our business designed to further enhance operational performance in the delivery of ~~Contents~~our integrated portfolio of products and solutions to our financial institution clients. As a result, we expect to realign our reportable segments to correspond with these organizational changes, which we expect to be completed effective for the quarter ending March 31, 2024. We continue to allocate resources and assess performance based on the current reportable segment structure.

Our Strategy

Our aspiration is to move money and information in a way that moves the world. Our purpose is to deliver superior value for our clients through leading technology, targeted innovation and excellence in everything we do. 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 that 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:

•Client Relationship Value. We plan to increase the number and breadth of our client relationships by, among other actions: continuing to integrate our products and services; introducing new products and services that are aligned with market needs; combining products and services to deliver enhanced, integrated value propositions; and delivering quality service and support for our clients.

•Innovation. We seek to be an innovation leader, utilizing our assets and capabilities to be at the forefront of our industry and enable our clients to deliver best-in-class results.

•Operational Effectiveness. We believe we can further improve the quality of our client delivery while reducing our costs by using the opportunities created by our size and scale.

•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 that enables competition and operational efficiency; or similar considerations. We expect to divest businesses that are not in line with our market, product or financial strategies.

•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.

Servicing the Market

The financial technology industry is highly dynamic, with new innovations entering the market and driving the expectations of our clients globally. The markets for our solutions have specific needs and requirements, with strong emphasis placed by clients on quality, security, service reliability, timely introduction of new capabilities and features, flexibility and value. This requires us to continue our focus on product and service delivery, integration and innovation to meet and exceed the specific needs of our clients. We believe that our financial strength and specialized market knowledge enable us to support our clients to meet their changing preferences. In addition, we believe that our focus on quality, innovation, client service 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. Our development and technology operations apply the expertise of multiple teams to design, develop and maintain specialized products and processing systems. Our products and solutions are designed to meet the preferences and diverse requirements of the international, national, regional or local market-specific merchant and financial services 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. In addition, we use our data and artificial intelligence (“AI”) to help us create new products and services and to enhance existing ones. We currently use AI in a variety of ways, including to enable higher quality customer service experiences, platform analytics, and fraud mitigation across a number of solutions.

Table of Contents

Resources

Our business depends on a variety of resources to operate including products and services provided to us by third parties. For example, we rely on our human capital resources for product development (including product design and coding), sales, operations (including customer service, technology support, security and compliance) and management; access to financial and telecommunication networks; computers, servers, mainframes, microchips and other computer equipment; and Clover and other POS devices. We periodically review our resource requirements and sources, as well as our relationships with key vendors, to best meet the needs of our business including global sourcing efforts and alternate supplier resourcing. We believe we have access to the resources necessary for our current business needs. More information regarding supply chain risks can be found under the heading “Competitive and Business Risks” in the Risk Factors section of this report and our human capital resources can be found below under the heading “Human Capital.”

~~Table of Contents~~

Intellectual Property

We regard our software, transaction processing services and related products as proprietary, and we use a combination of patent, copyright, trademark and trade secret laws, internal security practices, employee confidentiality and assignment agreements, and third-party non-disclosure agreements to protect our intellectual property assets. Our patents cover innovations relating to numerous financial software and hardware 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 industries we serve is fragmented, highly competitive, and served by a multitude of large and small businesses. Our principal competitors include other large, integrated providers of financial services technology and payment systems, data processing affiliates of large companies, processing centers owned or operated as user cooperatives, financial institutions, merchant acquirers, ISOs, ISVs, payments companies and payment network operators. Our competitors also include global and local IT product and services companies and payment service providers and processors. We expect competition to continue to increase as new companies enter our markets and existing competitors expand or consolidate their product lines and services. Some of these competitors possess substantial financial, sales and marketing resources and can compete with us in various ways, including through the use of integrated product offerings and through pricing and long-standing relationships. Depending on the product or service, competitive factors may include quality, security, innovation, breadth or novelty of features and functionality, client satisfaction, market opportunity, integration, reliability, agility, global reach, multiple distribution channels, service reliability and performance standards, timely introduction of new products and features, platform scalability and flexibility, and value. We believe that we compete favorably in each of these categories. Additional information about competition in our segments is provided below.

Acceptance

Our Acceptance segment competes with merchant acquirers and financial institutions that provide acquiring and processing services to businesses on their own. In many cases, our alliance and commercial partners, such as ISOs and ISVs, compete against each other. We also compete with merchant services providers and, in a number of countries outside of the U.S., our Acceptance segment competes with a growing number of local and regional providers. In addition, payment networks and large technology, media and other integrated payments software providers are increasingly offering products and services that compete with our suite of merchant acquiring solutions.

Fintech

Our products and services in the Fintech segment compete with large, diversified software and service companies and independent suppliers of software products. Existing and potential financial institution clients may also 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.

Payments

The businesses in our Payments segment primarily compete with businesses that offer consumer payment solutions and a number of payment and card issuer processors. In addition to traditional payments competitors, large technology, media and other emerging financial technology providers are increasingly seeking to provide alternative payment and financing solutions. Existing and potential financial institution and other corporate clients could also develop and use their own in-house systems or custom-designed solutions instead of our products and services.

Table of Contents

Government Regulation

Our operations, and the products and services that we offer, are subject to various U.S. federal, state and local regulation, as well as regulation outside the U.S. We are also subject to non-government-issued rules and requirements, such as those promulgated by various payment networks. Failure to comply with these rules and regulations may result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of service and the imposition of civil and criminal penalties, including fines. We may also be required, among other things, to make significant additional investments to comply with rules and regulations, to modify our products or services or the manner in which they are provided, or to limit or change the amount or types of revenue we are able to generate.

Financial Institution Regulations. Because a number of our businesses provide services to regulated financial institutions, we are a significant service provider under the Bank Service Company Act and as such we are subject to examination by the U.S. Federal Banking Agencies, which is comprised of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency. We are regulated based on the uniform principles, standards, and guidance created by the Federal Financial Institutions Examination Council (“FFIEC”). The FFIEC is a formal interagency body empowered to ~~examine significant service providers to~~standardize and promote uniformity in supervision of financial institutions. The member agencies of the

~~Table of Contents~~

FFIEC include the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the National Credit Union Administration, and the Consumer Financial Protection Bureau (“CFPB”), which isare empowered to conduct rule-making and supervision related to, and enforcement of, ~~“federal~~federal consumer financial laws,” some of which apply to products and services offered by our clients. We are also subject to examination by the first three of these agencies which refer to themselves as the Federal Banking Agencies when acting together. We also have a subsidiary that engages in trust activities and is subject to regulation, examination and oversight by the Division of Banking of the Colorado Department of Regulatory Agencies.

In the U.S., we are also subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, and in conjunction with the Federal Reserve Board’s Regulation II, caps debit interchange rates for certain debit and prepaid card issuers; ~~prohibits debit payment card networks from restricting card issuers from contracting with other payment card networks;~~ prohibits card issuers and payment networks from restricting the ability of merchants to direct the routing of debit card transactions; requires all debit card issuers in the U.S. to participate in at least two unaffiliated debit payment card networks; prohibits payment card networks from restricting debit and prepaid card issuers from contracting with other payment card networks; and generally prohibits network exclusivity arrangements for ~~prepaid~~debit card and ~~healthcare debit~~prepaid card issuers. These regulations impact our card processing businesses and our clients’ ability to generate revenue.

Certain of our subsidiaries hold payment institution or electronic money licenses. These subsidiaries are subject to regulation and oversight in the jurisdictions in which they operate, and may be required to meet minimum capital maintenance requirements or other obligations. In addition, several of our subsidiaries outside of the U.S. provide services such as merchant terminal leasing, debit processing, acquiring, issuing, factoring and settlement that make them subject to regulation by financial services supervisory agencies, including the Financial Conduct Authority (“FCA”) in the United Kingdom (“U.K.”), the Federal Financial Supervision Agency in Germany, the National Bank of Poland, the Reserve Bank of Australia, the Central Bank of Brazil and the Monetary Authority of Singapore.

Association and Network Rules. We are subject to the rules of ~~Mastercard,~~various payment networks, such as Visa ~~INTERAC, PULSE~~ and ~~other payment networks.~~Mastercard. In order to provide processing services, a number of our subsidiaries are registered with Visa and/or Mastercard as service providers for member institutions. A number of our subsidiaries outside the U.S. are direct members or associate members of Visa and Mastercard for purposes of conducting merchant acquiring. Various subsidiaries are also processor level members of ~~numerous~~other debit and electronic benefits transaction networks or are otherwise subject to various network rules in connection with processing services and other services we provide. As such, we are subject to applicable card association, network and national scheme rules that could subject us to fines or penalties. We are subject to network operating rules promulgated by Nacha relating to payment transactions processed by us using the ACH network and to various federal and state laws regarding such operations, including laws pertaining to electronic benefits transactions.

Privacy and ~~Information Security~~Cybersecurity Regulations. We provide services that are subject to various federal, state, local and foreign privacy and cybersecurity laws and regulations, as well as association and network privacy and cybersecurity rules, which govern, among other things, the collection, processing, storage, deletion, use and disclosure of personal information. These laws and rules contain a variety of obligations including the safeguarding of personal information, the provision of notices and use and disclosure rights. The regulations and rules are complex and evolving and can provide for significant penalties or the suspension or termination of our registrations or certifications for non-compliance.

In the U.S., we are subject to various federal and state privacy and ~~security laws.~~cybersecurity laws and regulations. The U.S. Gramm-Leach-Bliley Act (“GLBA”) requires financial institutions to explain their information sharing practices to their customers and to safeguard ~~sensitive~~customer data. WeIn some circumstances, we are subject to ~~the~~ GLBA and we have privacy and information security obligations to our clients who are regulated by the GLBA. ~~The~~In certain circumstances, we are subject to the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which governs the use and disclosure of protected health information in healthcare treatment, payment and operations by covered ~~entities.~~entities and their business associates. We are also subject to the ~~U.S.~~

Table of Contents

Federal Trade Commission Act which empowers the U.S. Federal Trade Commission (“FTC”) to prohibit unfair and deceptive practices, including those related to privacy ~~practices.~~and cybersecurity. In addition to the ~~FTC~~Federal Trade Commission Act, the FTC, along with the CFPB, is ~~also~~ responsible for overseeing and enforcing the privacy and information security provisions over certain aspects of ~~the~~ GLBA and the Fair Credit Reporting Act (“FCRA”), each of which is applicable to our businesses in certain circumstances.

We also have obligations under various state laws, such as the California Consumer Privacy ~~Rights~~ Act, which, ~~gives California~~among other things, give consumers more control over the personal information businesses hold about them, as both a “business” and as a “service provider.” In addition, Virginia, Colorado, Utah and Connecticut have passed comprehensive privacy acts that govern the personal data of their residents. We are also subject to the separate security breach notification laws of each of the 50 states, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands.them.

In the European Union (“E.U.”) and the U.K., we are subject to the General Data Protection Regulation (“GDPR”), which impose a comprehensive approach to personal data protection and include penalties for non-compliance of up to the greater of 20 million Euro or four percent of a company’s consolidated global revenue. There are numerous additional privacy laws and

~~Table of Contents~~

regulations that apply to our businesses around the world which also provide for significant penalties. Some of these data protection laws, including in the E.U., India, United Arab Emirates and China, impose requirements regarding data rights and security and either prohibit the international transfer of personal data or restrict such transfers absent lawfully recognized transfer mechanisms. There are also additional obligations that apply to us by virtue of the fact that we provide services in the financial services industry or are considered to be providing critical infrastructure to our clients. Examples of these are the SOCI Act in Australia, the EBA Outsourcing Requirements in the E.U. and the CERT-In obligations in India.

Money Transmission and Payment Instrument Licensing and Regulations. We are subject to various U.S. federal, state and foreign laws and regulations governing money transmission and the issuance and sale of payment instruments, including some of our prepaid products. In the U.S., most states license money transmitters and issuers of payment instruments. Many states exercise authority over the operations of our services related to money transmission and payment instruments and, as part of this authority, subject us to periodic examinations. Many states require money transmitters, issuers of payment instruments and their agents to comply with federal and state anti-money laundering laws and regulations and often require the licensee to maintain certain levels of net worth.

Credit Reporting and Debt Collections Regulations. TeleCheck, our check acceptance business, is subject to FCRA and various similar state laws. The collection business within our subsidiary TRS Recovery Services, Inc. (“TRS”) is subject to the U.S. federal Fair Debt Collection Practices Act and various similar state laws. TRS maintains licenses in a number of states in order to engage in collection in those states. TeleCheck and TRS are also subject to regulation, supervision and examination from the CFPB. In addition, several of our subsidiaries are subject to comparable local laws regarding collection activities and obtaining credit reports and our U.K. branch described above also holds FCA permissions for debt collection activities.

Unfair Trade Practice Regulations. We and our clients are subject to various federal, state and foreign laws prohibiting unfair or deceptive trade practices. Various regulatory enforcement agencies, including the FTC and state attorneys general, have authority to take action against parties that engage in unfair or deceptive trade practices or violate other laws, rules and regulations. If we process payments for a merchant or other client in violation of laws, rules and regulations, we could be subject to enforcement actions and incur losses and liabilities that may impact our business.

Anti-Money Laundering, Anti-Bribery, and Sanctions Regulations. We are subject to anti-money laundering laws and regulations, including the U.S. Bank Secrecy Act ~~(the “BSA”~~(“BSA”). Among other things, the BSA requires money services businesses, ~~(such~~such as money transmitters, issuers of money orders and official checks, and providers of prepaid ~~access)~~access, to develop and implement anti-money laundering programs. Our acquiring businesses outside the U.S. are subject to anti-money laundering laws and regulations in the countries where they operate. Our Money Network Financial, LLC subsidiary provides prepaid access for various open loop prepaid programs for which it is the program manager and therefore must meet the requirements of the Financial Crimes Enforcement Network.

We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar laws outside of the U.S. such as the U.K. Bribery Act, that prohibit the making or offering of improper payments to foreign government officials and political figures. The FCPA has a broad reach and requires maintenance of appropriate records and adequate internal controls to prevent and detect possible FCPA violations.

We are also subject to certain economic and trade sanctions programs that are administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions to or from, or dealings with, specified countries, governments, individuals and entities that are specially designated nationals of those countries, including narcotics traffickers and terrorists or terrorist organizations. Other group entities may be subject to additional local sanctions requirements in other relevant jurisdictions.

Similar anti-money laundering, counter terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified in lists maintained by the country equivalents to OFAC lists in several other countries and require specific data retention obligations to be observed by intermediaries in the payment process. Our businesses in those jurisdictions are subject to those data retention obligations.

Table of Contents

Communications Laws. We are subject to various federal and state laws that govern telephone calls and the issuance of text messages to clients and consumers in the U.S. as well as to regulations that impose requirements on marketing emails sent to U.S residents. Our international subsidiaries are subject to equivalent laws in applicable jurisdictions.

Indirect Regulatory Requirements. A number of our clients are subject to various regulations and compliance obligations that do not apply directly to us but impact the services that we provide to our clients. To remain competitive, we have ~~expended,~~invested, and expect to ~~expend in the future,~~continue to invest, significant resources to develop and update our products and services to assist our clients to meet various compliance obligations. In addition, independent auditors annually review many of our operations to provide internal control evaluations for our clients and their auditors.

~~Table of Contents~~

Human Capital

The Talent and Compensation Committee of our Board of Directors assists the Board of Directors in establishing our compensation philosophy and strategy and overseeing our human capital management strategy which includes maintaining a culture committed to attracting, developing and retaining top talent, supporting diversity and inclusion efforts, fostering innovation, and promoting employee engagement, safety and well-being.

Development and Retention

We are committed to creating a high-performance culture that consistently delivers excellence for our clients and long-term value for our shareholders while providing a workplace experience for our employees that values collaboration, innovation and diversity. Career development and internal mobility are important aspects of our value proposition for employees. We provide employees with numerous training and development opportunities, including through an e-learning platform specifically geared toward global technology associates; our Leading Women program, designed to accelerate the professional growth of female top talent across each of our global regions; our Leading Fiserv program, designed to develop critical leadership skills for frontline managers; our Vision to Results leadership program, focused on driving enterprise goals; and an online learning platform that provides global access to over ~~25,000~~15,000 courses. Internal mobility is generally our ~~primary~~preferred approach for filling open positions and fostering career advancement for our employees. ~~In an effort to further~~To encourage internal mobility, we ~~launched a global awareness campaign intended to create~~maintain a sustainable internal talent pipeline, ~~while~~ increasing associate retention, job satisfaction and personal and professional growth opportunities.

We have adopted a pay-for-performance philosophy that is designed to recognize performance and reward achievement of our strategic business objectives and financial results. Total compensation consists of a competitive base pay and annual incentive opportunity typically delivered in a mix of cash and equity that is designed to promote retention and reward the attainment of defined performance goals. We are committed to providing fair pay to our employees regardless of gender, race, ethnicity or any other protected characteristic, and we conduct ~~periodic~~ pay audits to track, measure and evaluate employee compensation. In addition, throughout the year, we celebrate employee contributions and achievements through a peer-based global recognition program that enables recognition and financial rewards.

Diversity and Inclusion

We are committed to cultivating a diverse, respectful and inclusive workplace by:

•~~Advancing diversity~~Providing advancement opportunities at all levels in the organization, including ~~increasing the representation of women and minorities in leadership positions, requiring~~giving consideration ofto diverse candidates for our Board of Directors and senior leadership positions, ~~dedicating talent acquisition resources focused on~~providing military hiring ~~diverse individuals, providing career~~ opportunities, ~~to the military community,~~ and deepening relationships with historically black colleges and universities, industry networks, ~~and~~ military and veterans’ organizations, and organizations that support individuals with disabilities that provide access to underrepresented populations; and

•Promoting employee awareness through education and participation in diversity and inclusion programs, such as our inclusive leader assessment and coaching program, to develop the competencies necessary to create an inclusive workplace; eight Employee Resource Groups (“ERGs”) with ~~over 6,500~~approximately 8,000 associate members who support each other and mutually elevate professional development; and a host of diversity and inclusion training courses available to all employees.

As of December 31, ~~2022,~~2023, we had over ~~41,000~~42,000 employees worldwide, approximately ~~41%~~40% of whom were female. In the U.S., approximately ~~37%~~39% of our employees self-identified as racially/ethnically diverse.

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

•Investing in small, ~~minority-owned~~diverse-owned businesses by providing financial support, business expertise, and leading technology solutions, as well as through strategic partnerships and community engagement; and

Table of Contents

•Strengthening partnerships with organizations focused on human rights, racial equity and social justice, including through work by our ERGs with ~~over 100~~a variety of community organizations and groups.

Employee Engagement

We value employee engagement and feedback. Throughout the year, we engage with our employees through events such as lunch-and-learns, quarterly all-hands meetings, town halls, leadership meetings and other forums. We encourage managers to meet regularly with their teams and encourage skip-level discussions.

~~Table of Contents~~

To assess employee engagement, we periodically collect employee feedback through employee engagement surveys, including annual enterprise-wide surveys and issue-specific surveys. These surveys cover a variety of topics, such as engagement, well-being, client experience, communication, teamwork, manager effectiveness, trust and diversity and inclusion. In addition to assessing engagement, the survey results enable us to gain insight into employee perspectives and issues which we use to enhance processes, set priorities and respond to associate concerns.

In 2023, 92% of our associates participated in our engagement survey. Among other positive outcomes, we received a score of 87% favorable on “trust,” which is the highest ranked item on the survey, and scores within the top decile across benchmarks. We also continue to score above average on our benchmark with respect to associates’ belief that Fiserv has created an inclusive environment where people of diverse backgrounds can succeed.

Safety and Well-Being

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

We are also committed to providing comprehensive and competitive benefits to our associates that are responsive to their physical, financial, social and emotional needs. Our benefit offerings include a variety of medical and dental plan choices, mental health and counseling programs, caregiver support programs, enhanced family forming and planning resources, and paid time off. ~~Significantly, we have not increased~~We control the cost of health care benefits for our employees ~~in the past two years~~ despite the increased cost of such benefits to the company. Investing in our associates in this way helps us retain top talent and demonstrates our commitment to our employees, our most important asset.

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, results of operations or financial condition could be materially and adversely affected, and you may lose all or part of your investment.

Competitive and Business Risks

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

The markets for our products and services are highly competitive from new and existing competitors. Our principal competitors include other vendors and providers of financial services technology and payment systems, data processing affiliates of large companies, processing centers owned or operated as user cooperatives, financial institutions, independent sales organizations (“ISOs”), independent software vendors, payments companies and payment network operators. 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 may compete against our existing or potential clients’ in-house capabilities. In addition, we expect that the markets in which we compete will continue to attract new technologies and well-funded competitors, including large technology, telecommunication, media and other companies not historically in the financial services and payments industries, start-ups and international providers of products and services similar to ours. In addition, participants in the financial services, payments and technology industries may merge, create joint ventures or engage in other

Table of Contents

business combinations, alliances and consolidations that may strengthen their existing products and services or create new products and services that compete with 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.

If we fail to keep pace with technological change, including as a result of artificial intelligence, we could lose clients or have trouble attracting new clients, and our ability to grow may be limited.

The markets for our products and services are characterized by constant and rapid technological change, evolving industry standards, frequent introduction of new products and services, and increasing client expectations. Our ability to respond timely to these changes, including by enhancing our current products and services and developing and introducing new products and services, will significantly affect our future success. In addition, the success of certain of our products and services rely, in part, on financial institutions, business partners and other third parties promoting the use of or distributing our products and services. If we are unsuccessful in developing, marketing and selling products or services that gain market acceptance, or if third parties

~~Table of Contents~~

insufficiently promote or distribute our products and services, it would likely have a material adverse effect on our ability to retain existing clients, to attract new ones and to grow profitably.

We believe that data, and the insights enabled by data, can be used to create or enhance the products and services that we offer to our clients. As a result, we are using, and expect to continue to expand our use of, artificial intelligence and machine learning. However, legislation that would govern the development or use of artificial intelligence is under consideration in the U.S. at the state and local level, as well as abroad. As a result, the ability to use artificial intelligence and machine learning may be constrained by current or future laws, regulatory or self-regulatory requirements.

If we are unable to renew contracts on favorable terms or if contracts are terminated prematurely, 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. 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 or to perform the services in-house. Some of our competitors may offer more attractive prices, features or other services that we do not offer, and some clients may desire to perform the services themselves. Larger clients may be able to seek lower prices from us when they renew or extend a contract or the client’s business has significant volume changes. In addition, larger clients may reduce the services we provide if they decide to move services in-house. Further, our small merchant business clients may seek reduced fees due to pricing competition, their own financial condition or pressure from their customers.

We also have contracts with U.S. federal, state and local governments. The contracts with these clients may contain terms that are not typical for non-government clients, such as the right to terminate for convenience, the right to unilaterally modify or reduce work to be provided under the contract, significant or unlimited indemnification obligations and being subject to appropriation of funds for the government contract program. In addition, if any of our government contracts were to be terminated for default, we could be suspended or debarred from contracting with that entity in the future, which could also provide other government clients the right to terminate.

These factors could result in lower revenue from a client than we had anticipated based on our agreement with that client. If we are not successful in achieving high contract renewal rates and favorable contract terms, if contracts are terminated, or if we are prevented from performing work for these clients in the future, our results of operations and financial condition may be materially and adversely affected.

Changes in card association and debit network fees or products could increase costs or otherwise limit our operations.

From time to time, card associations and debit networks, including the card networks which we own and operate, increase the processing and other fees (including what is commonly called “interchange fees”) that they charge. It is possible that competitive and other pressures will result in us absorbing a portion of such increases in the future, or not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and adversely affect our business, results of operations and financial condition. In addition, the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit our use of capital for other purposes.

Our business depends, in part, on our merchant relationships and alliances, and if we are unable to maintain these relationships and alliances, our business may be adversely affected.

Under our alliance program, a bank or other institution forms an alliance with us, generally on an exclusive basis, either contractually or through a separate legal entity. Merchant contracts may be contributed to the alliance by us and/or the bank or

Table of Contents

institution. The banks and other institutions generally provide card association sponsorship, clearing and settlement services and typically act as a merchant referral source when the institution has an existing banking or other relationship with such merchant. We provide transaction processing and related functions to the alliance. Both we and our alliance partners may also provide management, sales, marketing and other administrative services. The alliance structure allows us to be the processor for multiple financial institutions, any one of which may be selected by the merchant as its bank partner. Our merchant acquiring business depends, in part, on our merchant relationships, alliances and other distribution channels. There can be no guarantee that we will achieve growth in our merchant relationships, alliances or other distribution channels. In addition, our contractual arrangements with merchants and merchant alliance partners are for fixed terms and may allow for early termination upon the occurrence of certain events. There can be no assurance that we will be able to renew our contractual arrangements with these merchants or merchant alliance partners on similar terms or at all. The loss of merchant relationships or alliance partners could negatively impact our business and have a material adverse effect on our results of operations and financial condition.

~~The ongoing COVID-19 pandemic has had, and may continue to have, adverse impacts on our business and may amplify many of our other known risks.~~

The ongoing COVID-19 pandemic and the related government actions taken to prevent the spread of COVID-19 have increased economic uncertainty and financial market volatility and caused a decline in consumer and business confidence, and could further negatively impact the demand for our products and services, including merchant acquiring and payment processing. Ultimately, the extent of the adverse impact of the COVID-19 pandemic on our business, results of operations, liquidity and financial condition will depend on, among other matters, the duration and intensity of the pandemic; the level of success of global vaccination efforts; governmental and private sector responses to the pandemic and the impact of such responses on us; and the impact of the pandemic on our employees, clients, vendors, supply chain, operations and sales, all of which are uncertain, difficult to predict and may remain prevalent for a significant period of time even after the pandemic subsides. These and other potential negative impacts relating to the COVID-19 pandemic may also heighten or exacerbate the other risk factors described in this Annual Report on Form 10-K.

~~Table of Contents~~

~~Changes in card association and debit network fees or products could increase costs or otherwise limit our operations.~~

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.

Mergers, consolidations and failures of financial institutions reduce the number of our clients and potential clients, which could adversely affect our revenue. If our clients 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 of our services. Our alliance strategy could also be negatively affected by consolidations, especially where the financial institutions involved are committed to their internal merchant processing businesses that compete with us. It is also possible that the larger financial institutions that result from mergers or consolidations could have an increased ability to negotiate 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.

Operational and Security Risks

Security incidents or other technological risks involving our systems and data, or those of our clients, partners or vendors, could expose us to liability or damage our reputation.

Our operations depend on receiving, storing, processing and transmitting sensitive information pertaining to our business, our employees, our clients and their customers. Under the card network rules, various federal, state and international laws, and client contracts, we are responsible for information provided to us by financial institutions, merchants, ISOs, third-party service providers and others. Preserving the confidentiality of sensitive business and personal information is critical to our business. Any unauthorized access, intrusion, infiltration, network disruption, ransom, denial of service or similar incident could disrupt the integrity, continuity, security and trust of our systems or data, or the systems or data of our clients, partners or vendors. These incidents are often difficult to detect and are constantly evolving. We expect that unauthorized parties will continue to attempt to gain access to our systems or facilities, and those of our clients, partners and vendors, through various means and with increasing sophistication, particularly as cybercriminals attempt to profit from increased online banking, e-commerce and other online activity. These events could create costly litigation, significant financial liability, increased regulatory scrutiny, financial sanctions and a loss of confidence in our ability to serve clients and cause current or potential clients to choose another service provider, all of which could have a material adverse impact on our business. In addition, we have invested and expect to continue to invest significant resources to maintain and enhance our information security and controls or to investigate and ~~remediate any~~mitigate security vulnerabilities. Although we believe that we maintain a robust program of information security and controls and that none of the events that we have encountered to date have materially ~~impacted~~affected us, we cannot be certain that the security measures and procedures we have in place to detect security incidents and protect sensitive data, ~~including protection against unauthorized access and use by our employees,~~ will be successful or sufficient to counter all current and emerging risks and threats. The impact of a material event involving our systems and data, or those of our clients, partners or vendors, could have a material adverse effect on our business, results of operations and financial condition.

Operational failures and resulting interruptions in the availability of our products or services could harm our business and reputation.

Our business depends heavily on the reliability of our systems. An operational failure that results in an interruption in the availability of our products and services could harm our business or cause us to lose clients. An operational failure could involve the hardware, software, data, networks or systems upon which we rely to deliver our services and could be caused by our actions, the actions of third parties or events over which we may have limited or no control. Events that could cause operational failures include, but are not limited to, hardware and software defects or malfunctions, ransomware, denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, pandemics, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. In the event of operational failures or damage or disruption to our business due to these occurrences,

Table of Contents

we may not be able to successfully or quickly recover all of our critical business functions, assets and data through our business continuity program. Implementation delays, interruptions of service or hardware device defects could damage our relationship with clients and could cause us to incur substantial expenses, including those related to the payment of service credits, product recalls or other liabilities. A prolonged interruption of our services or network could cause us to experience data loss or a

~~Table of Contents~~

reduction in revenue, and significantly impact our clients’ businesses and the customers they serve. In addition, a significant interruption of service or product recall could have a negative impact on our reputation and could cause our current and potential clients to choose another service provider. As a provider of payments solutions and other financial services, clients, regulators and others may require enhanced business continuity and disaster recovery plans including frequent testing of such plans. Meeting these various requirements may require a significant investment of time and money. Any of these developments could have a material adverse impact on our business, results of operations and financial condition.

Disruptions of operations of other participants in the global financial system could prevent us from delivering our products and services.

The operations and systems of many participants in the global financial system are interconnected. Many of the transactions involving our products and services rely on multiple participants in the global financial system to move funds and communicate information to the next participant in the transaction chain. A disruption for any reason of the operations of a participant in the global financial system could impact our ability to obtain or provide information or cause funds to be moved in a manner to successfully deliver our products and services. Although we work with other participants to avoid any disruptions, there is no assurance that such efforts will be effective. Such a disruption could lead to our inability to deliver products and services, reputational damage, lost clients and revenue, loss of clients’ and their customers’ confidence, as well as additional costs, all of which could have a material adverse effect on our business, results of operations and financial condition.

We rely on third parties to provide products and services and if we are unable to obtain such products or services in the future or if these third parties fail to perform these services adequately, our business may be materially and adversely affected.

We rely on third parties we do not control to provide us with products and services, including payment card networks, acquiring processors, payment card issuers, financial institutions and the Automated Clearing House (“ACH”) network which transmit transaction data, process chargebacks and refunds, and perform clearing services in connection with our settlement activities. If, for example, such third parties stop providing clearing services or limit our volumes, we would need to find other financial institutions to provide those services. In the event these third parties fail to provide these services adequately or in a timely manner, including as a result of errors in their systems or events beyond their control, or refuse to provide these services on terms acceptable to us or at all, and we are not able to find timely suitable alternatives, we may no longer be able to provide certain services to customers, which could expose us and our clients to information security, financial, compliance and reputational risks. We may be negatively impacted by a disruption to our supply chain or third-party delivery service providers, including if the factories that manufacture our point-of-sale devices, payment cards or computer chips for payment cards, or paper stock are temporarily closed or experience workforce shortages; shipping services are interrupted or delayed; there are increased lead times, shortages or higher costs for certain materials and components; or there are workforce shortages at our third-party customer support, software development or technology hosting facilities. If we are unable to renew our existing contracts with key vendors and service providers, we might not be able to replace the related product or service at all or at the same cost. Any of these risks could have a material adverse effect on 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 computer systems and we may encounter delays when developing new applications and services. Further, the software underlying our services may contain undetected errors or defects when first introduced or when new versions are released. We may also experience difficulties in installing or integrating our technology on systems or with other programs 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 or client data, 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.

Table of Contents

Global Market Risks

Our business may be adversely affected by geopolitical and other risks associated with operations outside of the U.S. and, as we continue to expand internationally, we may incur higher than anticipated costs and may become more susceptible to these risks.

We offer merchant acquiring, processing and issuing services outside of the U.S., including in the U.K., Germany, Mexico, Uruguay, Argentina, India and Brazil. Our facilities outside of the U.S., and those of our suppliers and vendors, including manufacturing, customer support, software development and technology hosting facilities, are subject to risks, including natural disasters, public health crises, political crises, terrorism, war, ~~(such as the war in Ukraine),~~ political instability and other events

~~Table of Contents~~

outside of our or our suppliers’ control. As we continue to expand internationally and grow our client base outside of the U.S., we may face challenges due to the presence of more established competitors and our relative lack of experience in such non-U.S. markets, and we may incur higher than anticipated costs. If we are unable to successfully manage the risks associated with the international operation and expansion of our business, our results of operations and financial condition could be negatively impacted.

Our business ~~has been and may continue to be adversely~~is impacted by U.S. and global market and economic conditions.

For the foreseeable future, we expect to continue to derive revenue primarily from products and services we provide to the financial services industry and from our merchant acquiring business. Given this focus, we are exposed to global economic conditions and adverse economic trends may accelerate the timing, or increase the impact of, risks to our financial performance. Such trends may include, but are not limited to, the following:

•inflation, foreign currency fluctuations, declining economies, social unrest, natural disasters, public health crises, including the occurrence of a contagious disease or illness, and the pace of economic recovery can change consumer spending behaviors, on which a significant portion of our revenues are dependent;

•low levels of consumer and business confidence typically associated with recessionary environments and those markets experiencing relatively high inflation and/or unemployment, may cause decreased spending by cardholders;

•budgetary concerns in the U.S. and other countries around the world could affect the U.S. and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries;

•emerging market economies tend to be more volatile than the more established markets we serve in the U.S. and Europe, and adverse economic trends, including high rates of inflation, may be more pronounced in such emerging markets;

•financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder defaults;

•uncertainty and volatility in the performance of our clients’ businesses may make estimates of our revenues, rebates, incentives, and realization of prepaid assets less predictable;

•our clients may decrease spending for value-added services; and

•government intervention, including the effect of laws, regulations, treaties and/or government investments in our clients, may have potential negative effects on our business, operations and our relationships with our clients or otherwise alter their strategic direction away from our products.

A ~~further~~ weakening in the economy or competition from other retailers could ~~also~~ force some retailers to close, resulting in exposure to potential credit losses and declines in transactions, and reduced earnings on transactions due to a potential shift to large discount merchants. Additionally, credit card issuers may reduce credit limits and become more selective in their card issuance practices.

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

In Europe, we are continuing to assess the implications of the U.K. leaving the E.U. (“Brexit”). We cannot predict the impact that Brexit, including any future trade agreements, divergence in law or currency fluctuations, will have on our business and our clients, and it is possible that it may adversely affect our operations and financial results.

Potential tariffs or trade wars could increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results.

The U.S. has imposed tariffs on certain imports from China, including on some of our hardware devices manufactured in China. If the U.S. administration imposes additional tariffs, or if additional tariffs or trade restrictions are implemented by the U.S. or

Table of Contents

other countries, our hardware devices produced in China could be impacted. Although it is difficult to predict how current or future tariffs on items imported from China or elsewhere will impact our business, the cost of our products manufactured in China and imported into the U.S. or other countries could increase, which in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.

~~Table of Contents~~

Regulatory and Compliance Risks

If we or third parties with whom we partner or contract fail to comply with applicable laws and regulations, we could be subject to liability and our business could be harmed.

~~If we or third parties with whom we partner or contract fail~~Our businesses are subject to ~~comply with~~state, federal, and foreign laws and regulations, ~~applicable to our business,~~ including ~~state and federal~~ payment, cybersecurity, consumer protection, ~~trade and~~money transmission, data privacy, anti-money laundering, economic and trade sanctions, payment institution, electronic money licensing, credit reporting and debt collection laws and regulations, we could be exposed to litigation or regulatory proceedings, our client relationships and reputation could be harmed, and our ability to obtain new clients could be inhibited, which could have a material adverse impact on our business, results of operations and financial condition.regulations. Our clients are also subject to numerous laws and regulations applicable to banks, financial institutions and card issuers in the U.S. and abroad, and, consequently, we are at times affected by these federal, state, local and foreign laws and regulations. These laws and regulations are subject to change, and new laws, regulations and interpretations are regularly adopted.

Certain of our subsidiaries are licensed as money transmitters and are required, among other matters, to demonstrate and maintain certain levels of net worth and liquidity and to file periodic reports. Our direct-to-consumer payments businesses are subject to state and federal regulations in the U.S., including state money transmission regulations, anti-money laundering regulations, economic and trade sanctions administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) and certain privacy regulations, such as the U.S. Gramm-Leach-Bliley Act. Our Money Network Financial, LLC subsidiary must meet the requirements of the Financial Crimes Enforcement Network because it is the program manager for various prepaid card programs. We operate businesses that are subject to credit reporting and debt collection laws and regulations in the U.S. and certain of our subsidiaries are subject to privacy, anti-money laundering, debt collection, and payment institution or electronic money licensing regulations outside the U.S.

We operate our business around the world, including in certain foreign countries with developing economies where companies often engage in business practices that are prohibited by laws applicable to us, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. These laws prohibit, among other things, improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We also derive revenue from transactions involving sales to U.S. federal, state and local governments and their respective agencies, and are subject to various procurement laws, regulations, and contract provisions relating to those contracts. We have implemented policies and training programs to comply with applicable laws, regulations and obligations; however, there can be no assurance that all of our employees, consultants and agents will comply with our policies and all applicable laws and any noncompliance could subject us to fines, penalties and loss of business.

We are also subject to certain economic and trade sanctions programs, including those that are administered by OFAC, which prohibit or restrict transactions to or from, or dealings with, specified countries, their governments, individuals and entities that are specially-designated nationals of those countries, narcotics traffickers and terrorists or terrorist organizations. Similar anti-money laundering, counter terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified in lists equivalent to OFAC lists in several other countries and require specific data retention obligations to be observed by intermediaries in the payment process. Our businesses in those jurisdictions are subject to those data retention obligations.

The volume and complexity of the regulations that impact our business, directly or indirectly, will continue to increase our cost of doing business. ~~Failure~~If we or third parties with whom we partner or contract fail to comply with ~~these~~applicable laws and regulations, we could be exposed to litigation or ~~changes in the~~ regulatory ~~environment, including changing interpretations~~proceedings, our client relationships and the implementation of new, varying or more restrictive laws and regulations by federal, state, local or foreign governments, may result in significant financial penalties, reputational harm, suspension or termination ofreputation could be harmed, our ability to ~~provide certain services, or~~obtain new clients could be inhibited, we could be required to change ~~or restrict~~ the manner in which we ~~currently~~ conduct our business or suspend or terminate certain services, and we could incur significant fines, penalties, or losses, all of which could have a material adverse impact on our business, results of operations and financial condition.

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

In order to provide our transaction processing services, several of our subsidiaries are registered with Visa and Mastercard and other networks as members or service providers for member institutions. A number of our subsidiaries outside the U.S. are direct members or associate members of Visa and Mastercard for purposes of conducting merchant acquiring, and various subsidiaries are also processor level members of numerous debit and electronic benefits transaction networks. As such, we are subject to card association and network rules that could subject us or our clients to a variety of fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us, acquiring clients, processing clients or merchants. In addition, we are subject to Nacha rules relating to payment transactions processed by us using the ACH network and to various federal and state laws regarding such operations, including laws pertaining to electronic fund transfer and electronic benefits transactions, as well as the Payment Card Industry Data Security Standard enforced by the major card brands. The rules of Nacha and the card

~~Table of Contents~~

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

If we fail to comply with these rules, we could be fined and our member registrations or certifications could be suspended or terminated. The suspension or termination of our member registrations or certifications, or any changes to the association and network rules, that we do not successfully address, or any other action by the card networks to restrict our ability to process transactions over such networks, 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.

A heightened regulatory environment in the financial services industry may have an adverse impact on our clients and our business.

Since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, ~~(“Dodd-Frank Act”),~~ a number of substantial regulations affecting the supervision and operation of the financial services industry within the U.S. have been adopted, including those that

Table of Contents

establish the Consumer Financial Protection Bureau (“CFPB”). The CFPB has issued regulations and guidance under U.S. consumer financial protection laws that ~~applies~~apply to, and conducts direct examinations of, “supervised banks and nonbanks” as well as “supervised service providers” like us. CFPB rules, examinations and enforcement actions may require us to adjust our activities and may increase our compliance costs. Changes to ~~the Dodd-Frank Act~~applicable financial services laws or regulations could adversely impact our debit network ~~business.~~business and other businesses. In addition, certain of our alliance partners are subject to regulation by federal and state authorities and, as a result, could pass through some of those compliance obligations to us.

Additional regulation, examination or oversight of our business could require us to modify the manner in which we contract with or provide products and services to our clients; directly or indirectly limit how much we can charge for our services; require us to invest additional time and resources to comply with such oversight and regulations, including in respect of audits, investigations or enforcement actions related to us or third parties; or limit our ability to update our existing products and services, or require us to develop new ones. If this oversight or regulation negatively impacts 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. Any of these events, if realized, could have a material adverse effect on our business, results of operations and financial condition.

Legislative or regulatory initiatives on cybersecurity and data privacy could adversely impact our business and financial results.

Cybersecurity and data privacy risks have received heightened legislative and regulatory attention. In Europe, the General Data Protection Regulation (“GDPR”) extends the scope of the E.U. data protection law to all companies processing data of individuals within the E.U., regardless of the company’s location, subject to certain limitations. The law requires companies to meet stringent requirements regarding the handling of personal data. E.U. data protection law continuously develops and requires significant changes to our policies and procedures. For example, in 2020, the Court of Justice of the E.U. issued a decision that invalidated the European Commission’s adequacy decision for the E.U.-U.S. Privacy Shield Framework and placed additional safeguards necessary for transfers of personal data to the U.S., requiring companies and regulators to conduct case-by-case analyses to determine whether foreign protections concerning government access to transferred data meet E.U. standards. Together with our vendors and clients, we have been directly impacted by this decision, and our ability to transfer data outside the E.U. may be further impacted by determinations made by regulators in the E.U. We are also subject to U.K. GDPR following the U.K.’s exit from the E.U. Single Market and Customs Union. Our efforts to comply with E.U., U.K. and other privacy and data protection laws around the world that apply to our businesses could involve substantial expenses, divert resources from other initiatives and projects and limit the services we are able to offer. There is also increased focus on data localization requirements around the world in countries such as the United Arab Emirates, China and India which could impact our business model with respect to our storage and transfer of personal data. ~~Failure to comply with applicable laws in this area could also result in significant fines, penalties and reputational damage.~~

In addition, U.S. ~~banking agencies~~regulators, including the U.S. Federal Banking Agencies and the U.S. Federal Trade Commission have adopted or proposed enhanced cyber ~~risk management~~and privacy security standards that ~~would~~ apply to us and our financial institution clients and ~~that would~~ address cyber risk governance and management, management of internal and external dependencies, and incident response, cyber resilience and situational awareness. ~~Several states also have adopted or proposed new privacy and cybersecurity laws targeting these issues.~~ Legislation and regulations on cybersecurity, data privacy and data localization may compel us to enhance or modify our systems, invest in new systems or alter our business practices or our policies on data governance and privacy. If any of these outcomes were to occur, our operational costs could increase significantly.

~~Table of Contents~~

Failure to comply with applicable laws in this area could also result in significant fines, penalties and reputational damage.

Failure to comply with state and federal antitrust requirements could adversely affect our business.

Through our merchant alliances, we hold an ownership interest in several competing merchant acquiring businesses while serving as an electronic processor for those businesses. In order to satisfy state and federal antitrust requirements, we actively maintain an antitrust compliance program. Notwithstanding our compliance program, it is possible that perceived or actual violations of state or federal antitrust requirements could give rise to regulatory enforcement investigations or actions. Regulatory scrutiny of, or regulatory enforcement action in connection with, compliance with state and federal antitrust requirements could have a material adverse effect on our reputation and business.

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 expose ourselves to additional liability when we agree to defend or 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 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 require significant attention from our management and key personnel.

Table of Contents

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 intellectual property and proprietary rights. Nevertheless, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we regard as proprietary. In addition, use of AI tools may result in the release of confidential or proprietary information which could limit our ability to protect, or prevent us from protecting, our intellectual property rights. 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. It is also possible that others will independently develop the same or similar technology. Further, we use open source software in connection with our solutions. Companies that incorporate open source software into their solutions have, from time to time, faced claims challenging the ownership of solutions developed using open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. 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. The laws of certain non-U.S. countries where we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the U.S. Misappropriation of our intellectual property or potential litigation concerning such matters could have a material adverse effect on our business, results of operations and financial condition.

Changes in tax laws and regulations could adversely affect our results of operations and cash flows from operations.

Our operations are subject to tax by federal, state, local, and international taxing jurisdictions. Changes in tax laws or their interpretations in our significant tax jurisdictions could materially increase the amount of taxes we owe, thereby negatively impacting our results of operations as well as our cash flows from operations. Additionally, future tax laws, regulations or guidance from the Internal Revenue Service, the Securities and Exchange Commission or the Financial Accounting Standards Board could cause us to adjust current estimates in future periods, which could impact our earnings and have an adverse effect on our results of operations and cash flow.

The U.S. Congress, the Organization for Economic Co-operation and Development (the “OECD”) and other government agencies in jurisdictions in which we do business remain focused on the taxation of multinational corporations. The OECD, which represents a coalition of member countries, including the U.S., is contemplating changes to numerous longstanding tax principles, including ensuring all companies pay a global minimum tax and expanding taxing rights of market countries. Because the timing of implementation and the specific measures adopted will vary among participating countries, significant uncertainty remains regarding the impact of these initiatives and their implementation could adversely affect our business or financial results.

Furthermore, our implementation of new practices and processes designed to comply with changing tax laws and regulations could require us to make substantial changes to our business practices, allocate additional resources, and increase our costs, which could negatively affect our business, results of operations and financial condition.

~~Table of Contents~~

Unfavorable resolution of tax contingencies could adversely affect our results of operations and cash flows from ~~operations.~~operations

Our tax returns and positions are subject to review and audit by federal, state, local and international taxing authorities. An unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively impacting our results of operations as well as our cash flows from operations. We have established contingency reserves for known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. These reserves reflect what we believe to be reasonable assumptions as to the likely final resolution of each issue if raised by a taxing authority. While we believe that the reserves are adequate to cover reasonably expected tax risks, there is no assurance that, in all instances, an issue raised by a tax authority will be finally resolved at a financial cost not in excess of any related reserve. An unfavorable resolution, therefore, could negatively impact our effective tax rate, financial position, results of operations, and cash flows in the current and/or future periods.

Organizational and Financial Risks

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,

Table of Contents

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.

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

We may be liable if our merchants or other parties that have obligations to deliver goods or services to cardholders fail to satisfy their obligations. For example, we and our merchant acquiring alliances may be subject to contingent liability for transactions originally acquired by us that are disputed by the cardholder and charged back to the merchants or other parties. These disputes could arise from fraud, misuse, unintentional use, settlement delay or failure, insufficiency of funds, returns, a failure to perform a service, or other reasons. If we or the alliance is unable to collect this amount from the merchant or other party because of the merchant’s or other party’s insolvency or other reasons, we or the alliance will bear the loss for the amount of the refund paid to the cardholder. Although we have an active program to manage our credit risk, and often mitigate our risk by obtaining collateral, a default on such obligations by one or more of our merchants or others could have a material adverse effect on our business, and results of operations and financial condition.

Additionally, we may be subject to potential liability for fraudulent transactions, including electronic payment and card transactions or credits initiated by merchants or others. Examples of merchant fraud include when a merchant or other party knowingly uses a stolen or counterfeit credit, debit or prepaid card, card number or other credentials to record a false sales transaction, processes an invalid card or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting and fraud. We also rely on ISOs to sell our merchant processing services, which they may do by contracting with their own sub-ISOs. We rely on these ISOs and sub-ISOs to exercise appropriate controls to avoid fraudulent transactions. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud, or otherwise effectively administer our chargeback responsibilities, would increase our chargeback liability and expose us to fines or other liabilities. Increases in chargebacks, fines or other liabilities could have a material adverse effect on our business, results of operations and financial condition.

Acquisitions subject us to risks, including 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 or complete acquisitions 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 or expensive to integrate and manage than expected, which could adversely affect our business and results of operations. We may not be able to integrate all aspects of acquired businesses successfully or realize the potential benefits of bringing them together. In addition, the process of integrating these acquisitions may disrupt our business and divert our resources.

~~Table of Contents~~

In addition, acquisitions outside of the U.S. often involve additional or increased risks including, for example:

•managing geographically separated organizations, systems and facilities;

•integrating personnel with diverse business backgrounds and organizational cultures;

•complying with non-U.S. regulatory requirements;

•fluctuations in currency exchange rates;

•enforcement of intellectual property rights in some non-U.S. countries;

•difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these new markets; and

•general economic and political conditions.

These risks may arise for a number of reasons: we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition for acquisitions from other potential acquirers; we may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete acquisitions; we may discover liabilities, deficiencies, or other claims associated with the companies or assets we acquire that were not identified in advance, which may result in significant unanticipated costs; the effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements

Table of Contents

and disclosures made or actions taken by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed. In addition, we may fail to accurately forecast the financial impact of an acquisition or other strategic transaction, including tax and accounting charges; we may incur unforeseen obligations or liabilities in connection with acquisitions; we may need to devote unanticipated financial and management resources to an acquired business; we may not realize expected operating efficiencies or product integration benefits from an acquisition; we could enter markets where we have minimal prior experience; and we may experience decreases in earnings as a result of non-cash impairment charges.

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 may 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.

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 ~~59%~~53% of our total assets at December 31, ~~2022.~~2023. 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 non-cash 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.

Existing or future leverage may harm our financial condition and results of operations.

At December 31, ~~2022,~~2023, we had approximately ~~$21.4~~$23.1 billion of debt. 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 certain of our outstanding senior notes or commercial paper 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, including due to further deterioration in economic and market conditions, we may be required, among other things: to seek additional financing in the debt or equity markets; to refinance or restructure all or a portion of our indebtedness; or to reduce or delay planned capital or operating expenditures. 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.

~~Table of Contents~~

An increase in interest rates may negatively impact our operating results and financial condition.

Certain of our borrowings, including borrowings under our revolving credit facility, term loan, foreign lines of credit and commercial paper programs, are at variable rates of interest. ~~During~~Beginning in 2022, and continuing through mid-2023, interest rates increased significantly and interest rates may continue to increase or remain at higher than recent historical levels in the future. An increase in interest rates would have a negative impact on our results of operations by causing an increase in interest expense. At December 31, ~~2022,~~2023, we had approximately ~~$4.0~~$2.3 billion in variable rate debt, which includes ~~$200 million on our term loan, $233~~$516 million drawn on our revolving credit facility and foreign lines of credit, and an aggregate amount of ~~$3.5~~$1.7 billion outstanding under our U.S. dollar and Euro commercial paper programs. Based on outstanding debt balances and interest rates at December 31, ~~2022,~~2023, a 1% increase in variable interest rates would result in an increase to annual interest expense of ~~$40~~$23 million.

Our results of operations may be adversely affected by changes in foreign currency exchange rates.

We are subject to risks related to changes in currency rates as a result of our investments in foreign operations and from revenues generated in currencies other than the U.S. dollar. Revenues and profit generated by such international operations will increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. From time to time, we utilize foreign currency forward contracts and other hedging instruments to mitigate the market value risks associated with

Table of Contents

foreign currency-denominated transactions and investments. These hedging strategies may not, however, eliminate all of the risks related to foreign currency translation, and we may forgo the benefits we would otherwise experience if currency exchange rates were to change in our favor. In addition, we may incur material foreign currency exchange losses due to the remeasurement of monetary assets and liabilities in highly inflationary economies. We have also issued foreign currency-denominated senior notes and commercial paper notes for which payments of interest and principal are to be made in foreign currency, and fluctuations in foreign currency exchange rates could cause the expense associated with such payments to increase. In addition, we may become subject to exchange control regulations that restrict or prohibit the conversion of our foreign revenue currencies into U.S. dollars. Any of these factors could decrease the value of revenues and earnings we derive from our international operations and have a material adverse effect on our business.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Enterprise Risk Management

We maintain an enterprise risk management (“ERM”) program designed to systematically identify and manage risk including risk from cybersecurity threats. The risk committee of the board of directors oversees our ERM program and it is reviewed annually by both the risk and audit committees of the board of directors. The risk committee also monitors and reports to the board regarding issues arising with respect to the risk governance structure and performance of the risk management function. The board, as a whole and through its committees, regularly engages with the Chief Risk Officer, management and outside advisors to identify, assess and manage risks of the company and to ensure the risk management function has the appropriate resources and authority to fulfill its responsibilities. An executive risk committee, comprised of senior leaders of our lines of business and corporate functions, provides executive level accountability for the ERM program.

On an ongoing basis, we identify, categorize, assess, monitor and respond to business risks. We consider the various ways in which risks may affect our business by measuring the impact of those risks against a consistent set of criteria, which include the potential impact to our operations, financial performance, clients, technology, reputation, business strategy and regulatory environment. The risk committee of the board of directors reviews and approves a list of top enterprise risks and the risk appetite relating to such risks. Among the top risks included in our ERM program is cybersecurity risk. Response plans are developed, tracked and implemented for residual risks that are above the acceptable tolerance level.

Cybersecurity Risk

Management’s Role in Cybersecurity

Our global cybersecurity services team is responsible for assessing our technology environment, identifying emerging cybersecurity threats and evolving cybersecurity threat capabilities, and implementing business processes and technical defenses to safeguard our technology environment and services. Our management has established a cybersecurity and technology risk committee focused on managing cybersecurity and technology risk and implementing cybersecurity and technology plans, strategies and objectives. The committee is chaired by the Deputy Chief Information Security Officer, who reports to the Chief Operating Officer through our Chief Information Security Officer, and is comprised of senior business, cybersecurity, and technology leaders responsible for delivering our products and services. Our cybersecurity program is designed to enable us to detect and respond to cybersecurity incidents, continually improve the effectiveness of our cybersecurity controls, and dynamically respond to the evolving threat landscape.

Our cybersecurity operation center monitors our environment to detect cybersecurity incidents, identifies suspicious activities or unusual behaviors, and responds with the objective of minimizing potential impact to operations. We use various security technologies and controls and modern analytics designed to detect, prevent and respond to cybersecurity threats. Our global cybersecurity services team collects intelligence from the private and public sector related to cybersecurity threats, emerging adversarial campaigns and vulnerabilities. The global cybersecurity services team uses this information, along with internal intelligence and analytics, to evaluate the potential cybersecurity threats and develop security strategies to reduce risk and improve response.

We maintain a global cybersecurity policy that incorporates recognized industry standards from the National Institute of Standards and Technology including the Cybersecurity Framework and Special Publication 800-53 Security and Privacy Controls for Information Systems and Organizations as well as various security certifications.

Table of Contents

Our employees play a vital role in protecting our and our clients’ data. We provide regular, mandatory training for our employees regarding cybersecurity threats to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices. The traditional requirement for associate cybersecurity training is complemented by frequent security education and awareness campaigns. Each month, we feature a different security topic such as data loss prevention, phishing and ransomware. We also maintain a third-party risk management program to identify, assess, mitigate and monitor risks associated with third parties’ software and services that we utilize.

Our Chief Information Security Officer has served in various senior roles in information technology and information security, in both the public and private sector, for over two decades and maintains a Certified Chief Information Security Officer professional certification. Similarly, the other members of our global cybersecurity services team have cybersecurity training and experience in both the public, including military and law enforcement, and private sectors and maintain various certifications in relevant subjects.

Board Oversight

The board of directors maintains primary oversight of the company’s strategic, operational and financial risks, including cybersecurity risks. The risk committee of the board of directors assists the board in its oversight of such risks and is primarily responsible for oversight of cybersecurity risks. The risk committee regularly reviews and discusses with management the current cybersecurity threat landscape, emerging trends and developments, and the company’s guidelines, policies and processes for monitoring, managing, and mitigating cybersecurity risks.

The board and the risk committee receive regular presentations and reports from management as well as outside experts on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technology trends and information security considerations arising with respect to our peers and third parties. On an annual basis, the board and the risk committee discuss our approach to cybersecurity risk management with our Chief Risk Officer, Chief Compliance Officer and Chief Information Officer, among others. The board and the risk committee receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.

Impact of Cybersecurity Threats

Our results of operations and financial condition have not been materially affected by cybersecurity threats or incidents to date. However, to assess, identify, and manage material risks from cybersecurity threats, including as a result of previous cybersecurity incidents, we have invested and expect to continue to invest significant resources to maintain and enhance our information security and controls or to investigate and mitigate security vulnerabilities. As a result, cybersecurity threats and other technological risks involving our systems have materially affected our business strategy and processes. Although we believe that we maintain a robust program of information security and controls and that none of the cybersecurity incidents that we have encountered to date have materially affected us, we cannot be certain that the security measures and procedures we have in place to detect security incidents and protect sensitive data will be successful or sufficient to counter all current and emerging risks and threats. The impact of a material cybersecurity incident involving our systems and data, or those of our clients, partners or vendors, could have a material adverse effect on our business strategy, results of operations and financial condition.

Item 2. Properties

At December 31, ~~2022,~~2023, we owned 1918 and leased ~~141~~117 properties globally. Our real estate strategy includes developing state-of-the art centralized campus environments in strategic locations across the U.S., including in Florida, Georgia, Nebraska, New Jersey and Wisconsin. These locations are used for operational, data center, sales, management and administrative purposes. As a normal part of our business operations, including in connection with the integration of companies that we acquire, we regularly review our real estate portfolio. We may choose to acquire or dispose of properties in order to maintain a real estate footprint designed to maximize collaboration, innovation and communication in ways that enable us to best serve our clients and to create more opportunities for professional growth and development for our associates.

Item 3. Legal Proceedings

In the normal course of business, we or 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.~~

2122

Table of Contents

Item 4. Mine Safety Disclosures

Not applicable.

Table of Contents

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The names of our executive officers as of February ~~23, 2023,~~22, 2024, together with their ages, positions and business experience are described below:


Name	Age	Title
Frank J. Bisignano	6364	Chairman, President and Chief Executive Officer

Guy Chiarello	6364	Chief Operating Officer

John Gibbons	~~Christopher M. Foskett~~64	65	~~Chief Revenue Officer~~Head of Financial Institutions Group
Robert W. Hau	5758	Chief Financial Officer
Jennifer LaClair	~~Suzan Kereere~~52	57	~~Executive Vice President,~~ Head of Global Business Solutions


Adam L. Rosman	5758	Chief Administrative Officer and Chief Legal Officer

Mr. Bisignano has served as Chairman of the Board since ~~May~~ 2022, Chief Executive Officer since 2020 and a director and President since 2019. He served as Chief Operating Officer from 2019 to 2020. Mr. Bisignano joined Fiserv as part of the acquisition of First Data Corporation in 2019, where he served as chief executive officer since 2013 and chairman since 2014. From 2005 to 2013, he held various executive positions with JPMorgan Chase & Co., a global financial services firm, including co-chief operating officer, chief executive officer of mortgage banking and chief administrative officer. From 2002 to 2005, Mr. Bisignano served as chief executive officer for Citigroup’s Global Transactions Services business and a member of Citigroup’s Management Committee.

Mr. Chiarello has served as Chief Operating Officer since 2021 and previously served as Chief Administrative Officer ~~since 2019.~~from 2019 to 2021. Mr. Chiarello joined Fiserv as part of the acquisition of First Data Corporation in 2019, where he served as president since 2013. From 2007 to 2013, he served as chief information officer of JPMorgan Chase & Co., a global financial services firm. From 1985 to 2007, Mr. Chiarello served in various technology and leadership roles including chief information officer at Morgan Stanley, a global financial services firm.

Mr. ~~Foskett~~Gibbons has served as ~~Chief Revenue Officer~~Head of the Financial Institutions Group since ~~2021~~October 2023, and previously served as ~~Executive Vice President, Global Sales~~Co-Head of the Financial Institutions Group since ~~2019. Mr. Foskett joined~~March 2023 and Head of the Europe, Middle East, and Africa (EMEA) region since joining Fiserv in 2019 as a part of the acquisition of First Data Corporation, ~~in 2019,~~ where he served as ~~executive vice president, head~~Head of ~~corporate and business development~~the EMEA region since ~~2015 and co-head of~~2018. Before joining First Data Corporation, Mr. Gibbons led global transaction banking at Deutsche Bank, a global financial services ~~since 2018. He joined First Data Corporation~~firm, from 2016 to 2018, and served in 2014 as head of global, strategic and national accounts. From 2011 to 2014, Mr. Foskett served as managing director, head of North American treasury services and global head of sales for treasury servicesvarious leadership roles at JPMorgan Chase & Co., a global financial services ~~firm. From 2009~~firm, from 2011 to ~~2011, he was managing director,~~2016, including as regional executive for EMEA and global head of financial institutions at National Australia Bank, an Australian financial institution. From 1991 to 2008, Mr. Foskett was managing director in Citigroup’s Corporate & Investment Bank leading several global businesses. Prior to that, he was employed by Goldman Sachs & Co.banks and ~~Merrill Lynch & Co. focusing on mergers and acquisitions.~~broker dealers for treasury services.

Mr. Hau has served as Chief Financial Officer since 2016. Before joining Fiserv, Mr. Hau served as executive vice president and chief financial officer at TE Connectivity Ltd., a global technology and manufacturing company, from 2012 to 2016. From 2009 to 2012, he served as executive vice president and chief financial officer at Lennox International Inc., a provider of products and services in the heating, air conditioning, and refrigeration markets; and from 2006 to 2009, he served as vice president and chief financial officer for the aerospace business group of Honeywell International, Inc., a technology and manufacturing company.

Ms. ~~Kereere~~LaClair has served as ~~Executive Vice President,~~ Head of Global Business Solutions since ~~December 2021 after joining the company~~January 2024 and previously served as ~~its~~ Chief ~~Growth~~Revenue Officer ~~in June 2021. Prior to~~since July 2023. Before joining Fiserv, Ms. ~~Kereere held several senior management roles at Visa Inc.,~~LaClair served as chief financial officer of Ally Financial, a ~~global payments technology company, including global head of merchant sales~~digital-only bank and ~~acquiring from 2018 to 2021, head of Europe merchant sales and acquiring~~national retail auto lender, from 2017 to ~~2018~~2022. From 2007 to 2017, Ms. LaClair held multiple leadership roles at PNC Financial Services, including chief financial officer for all businesses spanning consumer, commercial and corporate banking, mortgage, and asset management, and head of PNC’s business bank, including merchant services. Prior to that, from 2001 to 2007, Ms. LaClair worked at McKinsey & Company, where she was a strategy consultant and practice manager for the global merchant client group from 2016 to 2017. From 1996 to 2016, Ms. Kereere held various leadership positions at American Express Company, a global integrated payments company, including head of U.S. national merchant business and head of global network business.North America operations practice.

Mr. Rosman has served as Chief Administrative Officer and Chief Legal Officer since 2021. ~~Prior to~~Before joining Fiserv, Mr. Rosman was general counsel of OneMain Financial, a consumer lender, from 2020 to 2021. Previously, he served as general counsel of First Data Corporation from 2014 to 2019. Before joining First Data Corporation, Mr. Rosman was group general counsel of Willis Group Holdings plc, a multinational risk advisor, insurance brokerage, and reinsurance brokerage company, from 2012 to 2014, and deputy general counsel from 2009 to 2012. Mr. Rosman also previously served as an assistant ~~United States~~U.S. attorney and as deputy assistant to the president and deputy staff secretary for President William J. Clinton.

2224

Table of Contents

PART II

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

Market Price Information

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “FI.” On June 7, 2023, we transferred the listing of our common stock to the NYSE from the NASDAQ Global Select Market, where it had previously traded under the symbol ~~“FISV.”~~“FISV”. At December 31, ~~2022,~~2023, our common stock was held by ~~1,591~~1,538 shareholders of record and by a significantly greater number of shareholders who hold shares in nominee or street name accounts with brokers. 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, ~~2022:~~
Period Total Number of
Shares Purchased Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (1)
October 1-31, 2022 2,582,723 $ 96.80 2,582,723 21,910,039
November 1-30, 2022 3,030,000 99.94 3,030,000 18,880,039
December 1-31, 2022 1,949,510 101.14 1,949,510 16,930,529
Total 7,562,233 7,562,233
2023:


Period	Total Number of Shares Purchased	Average Price Paid per Share		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)
October 1-31, 2023	3,300,000	$	113.22	3,300,000	57,243,104
November 1-30, 2023	2,330,468	122.71		2,330,468	54,912,636
December 1-31, 2023	2,933,402	133.08		2,933,402	51,979,234
Total	8,563,870			8,563,870

(1)On ~~November 19, 2020 and~~ February 22, 2023, our board of directors authorized the purchase of up to ~~60.0 million and~~ 75.0 million shares of our common ~~stock, respectively. These authorizations do~~stock. This authorization does not expire.

In connection with the vesting of restricted stock awards, shares of common stock are delivered to the Company by employees to satisfy tax withholding obligations. The following table summarizes such purchases of common stock during the three months ended December 31, 2022:

Period Total Number of
Shares Purchased Average Price
Paid per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
October 1-31, 2022 — $ — — —
November 1-30, 2022 67 (1) 100.99 — —
December 1-31, 2022 7 (1) 102.08 — —
Total 74 —

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

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, ~~2022~~2023 with the S&P 500 Index, the S&P 500 Financials Index and the NASDAQ US Benchmark Transaction Processing Services Index (the “Index”). Prior to September 21, 2020, the Index was known as the NASDAQ US Benchmark Financial Administration Index. The Index, as renamed, is identical to the NASDAQ US Benchmark Financial Administration Index prior to its name change on

~~Table of Contents~~

September 21, 2020. In connection with the transfer of the listing of our common stock to the New York Stock Exchange from the NASDAQ Global Select Market in 2023, we believe the S&P 500 Financials Index is a more appropriate published industry index for comparison purposes going forward as it contains a number of our peers. The graph assumes that $100 was invested on December 31, ~~2017~~2018 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.

Table of Contents

December 31,
2017 2018 2019 2020 2021 2022
Fiserv, Inc. $ 100 $ 112 $ 176 $ 174 $ 158 $ 154
S&P 500 Index 100 96 126 149 192 157
NASDAQ US Benchmark Transaction Processing Services Index 100 107 149 199 190 148
3134


	December 31,
	2018		2019		2020		2021		2022		2023
Fiserv, Inc.	$	100	$	157	$	155	$	141	$	138	$	181
S&P 500 Index	100		131		156		200		164		207
S&P 500 Financials Index	100		132		130		175		157		176
NASDAQ US Benchmark Transaction Processing Services Index	100		139		187		178		139		169

Item 6. [Reserved]

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. This section generally discusses information and results pertaining to the years ended December 31, ~~2022~~2023 and ~~2021.~~2022. Information and discussion of results pertaining to the year ended December 31, ~~2020~~2021 not included herein can be found in Part II, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for fiscal year ~~2021,~~2022, filed with the Securities and Exchange Commission on February ~~24, 2022.~~23, 2023. Our discussion is organized as follows:

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

~~Table of Contents~~

•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~~Our critical accounting policies are also summarized in Note 1 to the accompanying consolidated financial statements.

Table of Contents

•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, ~~2022~~2023 to the results for the year ended December 31, ~~2021.~~2022.

•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, ~~2022.~~2023.

Overview

Company Background

We are a leading global provider of payments and financial services technology solutions. We serve clients around the globe, including merchants, banks, credit unions, other financial institutions and corporate clients. We provide account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale (“POS”) and business management platform. Our operations are comprised of the Merchant Acceptance (“Acceptance”) segment, the Financial Technology (“Fintech”) segment and the Payments and Network (“Payments”) segment.

The businesses in our Acceptance segment provide a wide range of commerce-enabling solutions and serve merchants of all sizes around the world. These solutions include ~~POS~~ merchant acquiring and digital commerce services; mobile payment services; security and fraud protection products; Clover, our cloud-based POS and integrated commerce operating system for small and mid-sized businesses (“SMBs”) and independent software vendors (“ISVs”); and CaratSM, our integrated operating system for large businesses. We distribute the products and services in the Acceptance segment businesses through a variety of channels, including direct sales teams, strategic partnerships with agent sales forces, ISVs, financial institutions and other strategic partners in the form of joint venture alliances, revenue sharing alliances and referral agreements. Merchants, financial institutions and distribution partners in the Acceptance segment are frequently clients of our other segments.

The businesses in our Fintech segment provide financial institutions around the world with the technology solutions they need to run their operations, including products and services that enable financial institutions to process customer deposit and loan accounts and manage an institution’s general ledger and central information files. As a complement to the core account processing functionality, the Fintech segment businesses also provide digital banking, financial and risk management, professional services and consulting, ~~item~~check processing, ~~and source capture,~~ and other products and services that support numerous types of financial transactions. Certain of the businesses in the Fintech segment provide products or services to corporate clients to facilitate the management of financial processes and transactions. Many of the products and services offered in the Fintech segment are integrated with products and services provided by our other segments.

The businesses in ~~the~~our Payments segment provide financial institutions and corporate ~~clients~~ and ~~the~~ public sector clients with the products and services required to process digital payment transactions. This includes card transactions such as debit, credit and prepaid card processing and services; a range of network ~~services,~~services; security and fraud protection products; and card production and print services. In addition, the Payments segment businesses offer non-card digital payment software and services, including bill payment, account-to-account transfers, person-to-person payments, electronic billing, and security and fraud protection products. Clients of the Payments segment businesses reflect a wide range of industries around the world, including merchants, distribution partners and financial institution customers in our other segments.

The majority of our revenue is generated from recurring account- and transaction-based fees under multi-year contracts that generally have high renewal rates. Most of the services we provide within our segments are necessary for our clients to operate their businesses and are, therefore, non-discretionary in nature.

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

We are effecting changes in our business designed to further enhance operational performance in the delivery of our integrated portfolio of products and solutions to our financial institution clients. As a result, we expect to realign our reportable segments to correspond with these organizational changes, which we expect to be completed effective for the quarter ending March 31, 2024. We continue to allocate resources and assess performance based on the current reportable segment structure.

~~Table of Contents~~

Acquisitions and Dispositions

We frequently review our ~~portfolio~~businesses to ensure we have the necessary ~~business~~ assets to execute our strategy. 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 that enables competition and operational efficiency; or similar considerations. We expect to divest businesses that are not in line with our market, product or financial

Table of Contents

strategies. The results of operations for the following acquired and divested businesses are included in our consolidated results from the respective dates of acquisition and through the respective dates of disposition.

Acquisitions of Businesses

On October 9, 2023, we acquired Skytef Solucões em Captura de Transações Ltda (“Skytef”), a distributor for ISV partners and merchants of our Electronic Funds Transfer payments software. Skytef is included within the Acceptance segment and expands our distribution network and POS applications. On November 1, 2023, we acquired Sled S.A. (“Sled”), a provider of instant payment solutions. Sled is included within the Acceptance segment and expands our direct payment service capabilities. We acquired these businesses in Latin America for an aggregate purchase price, including hold-backs, of approximately $17 million.

On December 29, 2022, we acquired OrangeData S.A. (“Yacaré”), an Argentina-based payment service provider that enables customers to transact at merchant locations using QR codes. Yacaré is included within the Acceptance segment and enhances our instant payment transaction capabilities. On December 20, 2022, we acquired Merchant One, Inc. (“Merchant One”), an independent sales organization (“ISO”) focused on acquiring merchants in the restaurant, retail and e-commerce industries using an innovative mix of direct and digital marketing strategies. Merchant One is included within the Acceptance segment and enhances our merchant distribution and sales force channels. On September 1, 2022, we acquired NexTable, Inc. (“NexTable”), a provider of cloud-based reservation and table management solutions for restaurants. NexTable is included within the Acceptance segment and expands our end-to-end restaurant solutions. On June 1, 2022, we acquired The LR2 Group, LLC (“City POS”), an ISO that promotes payment processing services and facilitates the sale of POS equipment for merchants. City POS is included within the Acceptance segment and expands ~~the reach of~~ our merchant services business. On April 1, 2022, we acquired athe remaining majority controlling ownership interest in Finxact, Inc. (“Finxact”), a developer of cloud-native banking solutions powering digital transformation throughout the financial services sector. Finxact is included within the Fintech segment and advances our digital banking strategy, expanding our account processing, digital and payments solutions. We acquired these businesses in 2022 for an aggregate purchase price of ~~approximately~~ $994 million, net of $28 million of acquired cash, and including earn-out provisions estimated at a fair value of $6 million.

Dispositions of Businesses

On ~~November 22, 2021,~~July 25, 2023, we ~~acquired BentoBox CMS, Inc. (“BentoBox”), a digital marketing and commerce platform that helps restaurants connect with their guests. BentoBox is included~~sold our financial reconciliation business, which was reported within the ~~Acceptance~~Fintech segment, ~~and expands our Clover dining solutions and commerce and business management capabilities. On November 15, 2021, we acquired~~for cash proceeds of $235 million. We recognized a ~~remaining ownership interest in NetPay Solutions Group (“NetPay”), a multi-channel payment service provider offering a range~~pre-tax gain of ~~onboarding, customer lifecycle, risk management and settlement capabilities to businesses of all sizes. NetPay is included within~~$172 million on the Acceptance segment and expands our merchant services business. On October 1, 2021, we acquired Integrity Payments, LLC (“AIP”), an ISO that promotes payment processing services for merchants and is included withinsale during the Acceptance segment. On June 14, 2021, we acquired Spend Labs Inc. (“SpendLabs”), a mobile-native, cloud-based software provider of commercial card payment solutions. SpendLabs is included within the Payments segment and expands our digital capabilities across mobile and desktop devices for small and mid-sized businesses. On May 4, 2021, we acquired Pineapple Payments Holdings, LLC (“Pineapple Payments”), an ISO that provides payment processing, proprietary technology and payment acceptance solutions for merchants. Pineapple Payments is included within the Acceptance segment and expands the reach of our payment solutions through its technology- and relationship-led distribution channels. On March 1, 2021, we acquired Radius8, Inc. (“Radius8”), a technology provider that uses consumer location and other information to drive incremental merchant transactions. Radius8 is included within the Acceptance segment and enhances our ability to help merchants increase sales, expand mobile application registration and improve one-to-one target marketing. On January 22, 2021, we acquired a remaining ownership interest in Ondot Systems, Inc. (“Ondot”), a provider of card management and digital experience technology. Ondot is included within the Payments segment and expands our digital capabilities, enhancing our suite of integrated payments, banking and merchant solutions. We acquired these businesses in 2021 for an aggregate purchase price of $882 million, net of $43 million of acquired cash, and including earn-out provisions at an aggregate fair value of $34 million.

~~Dispositions~~year ended December 31, 2023.

On October 17, 2022, we sold Fiserv Costa Rica, S.A. and our Systems Integration Services (“SIS”) operations, which provides information technology engineering services in the United States of America (“U.S.”) and India, to a single buyer. Fiserv Costa Rica, S.A. and SIS were reported primarily within ~~our~~the Fintech segment. On September 30, 2022, we sold our Korea operations, which were reported within ~~our~~the Acceptance segment. We sold these operations in 2022 for total consideration of $99 million and recognized an aggregate net pre-tax loss on the sales of $83 million. ~~These divestitures were~~During the ~~result~~year ended December 31, 2023, we recognized a pre-tax loss of $3 million associated with final working capital adjustments related to the disposition of Fiserv Costa Rica, S.A.

Other Transactions

On September 25, 2023, we acquired the remaining 49% ownership interest in European Merchant Services B.V., a ~~strategic review of our~~Netherlands-based merchant acceptance business, ~~portfolio.~~for $56 million. We previously held a majority controlling financial interest in this subsidiary, which continues to be consolidated and reported within the Acceptance segment.

WeEffective March 2022, we mutually agreed with a minority partner to terminate one of our merchant alliance joint ~~ventures effective March 2022.~~ventures. In conjunction with such termination, the joint venture minority partner elected to exercise its option to purchase certain additional merchant contracts of the joint venture for $175 million, resulting in the recognition of a pre-tax gain of $137 ~~million.~~

million during the year ended December 31, 2022.

~~Table of Contents~~

Enterprise Priorities

We aspire to move money and information in a way that moves the world. Our purpose is to deliver superior value for our clients through leading technology, targeted innovation and excellence in everything we do. We are focused on driving growth and creating value by assembling a high-performing and diverse team, integrating our solutions, delivering operational excellence, allocating capital in a disciplined manner, including share repurchase and merger and acquisition activity, and delivering breakthrough innovation. Our long-term priorities are to meet our financial commitments; continue to build high-quality ~~revenue while meeting our financial commitments;~~revenue; deepen client relationships with an emphasis on digital ~~channels~~solutions and ~~payment solutions;~~value-added services; deliver innovation

Table of Contents

and integration enabling differentiated value for our clients; and generate integration value, including cost and revenue synergies from acquisitions.

Industry Trends

The global payments landscape continues to evolve, with rapidly advancing technologies and a steady expansion of digital payments, e-commerce and real-time payments infrastructure. Because of this growth, competition also continues to intensify. Business and consumer expectations continue to rise, with a focus on speed, convenience, choice and security. To meet these expectations, payments companies are focused on modernizing their technology, expanding the use of data and enhancing the customer experience.

Merchants

The rapid growth in and globalization of mobile and e-commerce, driven by consumers’ desire for simpler, more efficient shopping experiences, has created an opportunity for merchants to reach consumers nearly anywhere, through any device, which often requires a merchant acquiring provider to enable and optimize the acceptance of payments. Merchants are demanding simpler, integrated and flexible systems to ~~accept payments~~enable them to serve customers and help manage ~~their~~cash flow and everyday business operations. When combined with the ever-increasing ways a consumer can pay for goods and services, merchants have sought modern ~~systems~~end-to-end solutions throughout their growth lifecycle to streamline the complexity. Furthermore, merchants can now search, discover, compare, purchase and even install a new system through direct, digital-only experiences. This direct, digital-only channel is a source of new merchant acquisition opportunities, especially with respect to smaller merchants.

Additionally, there are numerous software-as-a-service (“SaaS”) solution providers in the industry, many of which have chosen to integrate merchant acquiring into their software as a way to ~~further monetize their~~generate revenue from existing client relationships. Such providers are independent software vendors, typically referred to as ISVs, and we believe there are thousands of these potential distribution partnership opportunities to cross-sell multiple value-added solutions available to us.

We believe that our merchant acquiring products and solutions create compelling value propositions for merchant clients of all sizes, from small and mid-sized businesses to medium-sized regional businesses to global enterprise ~~merchants,~~merchants. The depth and breadth of our omnichannel solutions, and flexibility to serve clients across various channels and geographies, drives higher product attach rates with new and existing clients across all verticals. Furthermore, we believe that our ~~sizable~~strength in distribution, our progress growing software and ~~diverse client base, combined with valued partnerships with merchant acquiring businesses of financial~~services, and ~~non-financial institutions of all sizes,~~our value-based pricing as we continue to invest in our operating systems, gives us a solid foundation for growth.

Financial Institutions and Other Financial Technology Providers

Financial services providers regularly introduce and implement new payment, deposit, risk management, lending and investment products, and the distinctions among the products and services traditionally offered by different types of financial institutions and other financial technology providers continue to narrow as they seek to serve the same customers. At the same time, the evolving global regulatory and cybersecurity landscape has continued to create a challenging operating environment for financial institutions. These conditions are driving heightened interest in solutions that help financial institutions win and retain customers, generate ~~incremental~~ revenue, comply with regulations and enhance operating efficiency. In addition, the focus on the customer experience, including through mobile and online engagement, by both financial institutions and their customers, as well as the growing volume and types of payment transactions in the marketplace, continues to elevate the data and transaction processing needs of financial institutions.

Financial institutions must now be able to serve their customers with tailored solutions, delivered how and when those customers want. This requires financial institutions to not only process their transactions, but to integrate their products and services to give customers easy access to such integrated solutions, when they need it. Financial institutions are striving for this single, integrated view of a customer’s activity. We believe that the integration of our products and services creates a compelling value proposition for our clients by providing, among other things, new sources of revenue and opportunities to reduce their costs. We have invested in integrating our platforms and value-added solutions to make it easy for a client to buy across our full product suite.

We expect that financial institutions and other financial technology providers will continue to invest significant capital ~~and human resources~~ to process transactions, manage information, maintain regulatory compliance and offer innovative new services to their customers in this rapidly evolving and competitive ~~environment. We anticipate that we will benefit over the long term~~environmental shift from ~~the trend of financial institutions moving from in-house technology~~traditional to ~~outsourced solutions as they seek to remain current on technology changes in an evolving marketplace.~~digital banking. 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 a unified, seamless customer experience across mobile and online channels, will continue to increase, which we expect to create revenue opportunities for us.

2729

Table of Contents

~~The number of financial institutions~~Our focus on long-term client relationships and recurring, transaction-oriented products and services has reduced the impact that consolidation in the ~~United States~~financial services industry has ~~declined at a relatively steady rate, primarily as a result of voluntary mergers and acquisitions.~~had on us. Rather than reducing the overall market, these consolidations transfer accounts among financial institutions. If a client loss occurs due to merger or acquisition, we typically receive a contract termination fee based on the size of the client and how early in the contract term the contract is terminated. These fees can vary from period to period with the variance depending on the quantum of financial institution merger activity in a given period and whether or not our clients are involved in the activity. Our focus on long-term client relationships and recurring, transaction-oriented products and services has also reduced the impact that consolidation in the financial services industry has had on us. We believe that the integration of our products and services creates a compelling value proposition for our clients by providing, among other things, new sources of revenue and opportunities to reduce their costs. Furthermore, we believe that our sizable and diverse client base, combined with our position as a leading provider of non-discretionary, recurring revenue-based products and services, gives us a solid foundation for growth.

Recent Market Conditions

Global macroeconomic conditions, including ~~fluctuations in foreign currency exchange~~rising interest rates, inflation, bank failures, disruptions in the global supply chain, changes in consumer spending, the effects of ~~the ongoing conflict between Russia and Ukraine, the continuing impact of the coronavirus (“COVID-19”) pandemic,~~international hostilities and regulations restricting trade or ~~that impact~~impacting our ability to offer products or services, could have a material adverse effect on our business, results of operations and financial condition. While bank failures in early 2023 created uncertainty in the global financial markets, they did not have a material impact on our operating results. However, future bank failures could impact our receivable collections and cash flows or affect our ability to find merchant alliance partners. In addition, ~~since 2021,~~in recent years, we have observed increased shortages and delays in the global supply chain for components and inputs necessary to our businesses, such as point-of-sale devices, semiconductors, paper and plastic, and may experience difficulty procuring those components and inputs in the future on a timely basis or at historical prices. Personal consumption and consumer savings growth in the U.S. are expected to be lower in 2024, which may also negatively impact our business and financial results. We actively monitor and manage our business in response to these unpredictable geopolitical and market conditions, as they may adversely impact our operations and financial results.

In addition, our operating results in certain foreign countries in which we operate may be adversely impacted by fluctuations in exchange rates for currencies other than the U.S. dollar, including the Euro, British Pound Sterling and Argentine Peso. The strengthening of the U.S. dollar against certain foreign currencies in countries in which we operate would negatively impact our revenue and earnings. We also have exposure to risks related to currency devaluation in certain countries, which may negatively impact our international operating results if there is a prolonged devaluation of local currencies relative to the U.S. dollar or if the economic conditions in these countries decline. While the majority of our revenue is earned domestically, we actively monitor the foreign exchange rate environment in an effort to manage these risks.

The operations of our Argentina subsidiary are experiencing higher interest rates and higher inflation as compared to historical averages. We expect the anticipated benefits in 2024 of higher transitory revenue from above-average interest and inflation may be offset in whole or in part by foreign currency exchange losses related to a significant devaluation of the Argentine Peso.

For discussion of risks related to potential impacts of supply chain, geopolitical and macroeconomic challenges on our business, results of operations and financial condition, see ~~“Item~~“Part I. Item 1A. Risk Factors.” For management’s assessment of market risks, including interest rate and foreign currency risks, see “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S., 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, including for recently adopted accounting pronouncements, 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

From time to time, we make strategic acquisitions that may have a material impact on our consolidated results of operations or financial position. 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. The determination of fair value requires estimates about discount rates, growth and retention rates, royalty rates, expected future cash flows and other future events that are judgmental in nature. 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

Table of Contents

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. Additional information regarding our acquisitions is included in Note 4 to the consolidated financial statements.

Goodwill and 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, which is one level below our reportable segments. When reviewing goodwill for impairment, we consider the prior test’s 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

~~Table of Contents~~

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 quantitative impairment test.

The quantitative impairment test compares the estimated fair value of the reporting unit to its carrying value, and recognizes an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. We determine the fair value of a reporting unit using both a discounted cash flow analysis and a market approach. 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 annual impairment assessment of our reporting units in the fourth quarter of ~~2022~~2023 determined that our goodwill of ~~$36.8~~$37.2 billion was not impaired as the estimated fair values of the respective reporting units exceeded the carrying values. However, for ~~four~~three of our reporting units, with aggregate goodwill of ~~$10.9~~$10.8 billion, the excess of the respective reporting unit’s fair value over carrying value ranged from 716 to 1836 percent. If future operating performance is below our expectations or there are material changes to forecasted revenue growth rates or operating margins, risk-adjusted discount rates, foreign currency exchange rates, effective income tax rates, or some combination thereof, a decline in the fair value of the reporting units could result in, and we may be required to record, a goodwill impairment charge. Additionally, a significant change in a merchant alliance business relationship or operating performance could result in a material goodwill impairment charge. It is also reasonably possible that future developments related to the interest rate environment, a shift in strategic initiatives, or significant changes in the composition of certain of our reporting units could have a future material impact on one or more of the estimates and assumptions used to evaluate goodwill impairment. We have no accumulated goodwill impairment through December 31, ~~2022.~~2023. Additional information regarding our goodwill is included in Note 7 to the consolidated financial statements.

We review intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. We review capitalized software development costs for impairment at each reporting date. Recoverability of intangible assets is assessed by comparing the carrying amount of the asset to either the undiscounted future cash flows expected to be generated by the asset or the net realizable value of the asset, depending on the type of asset. Determining future cash flows and net realizable values involves judgment and the use of significant estimates and assumptions regarding future economic and market conditions. Measurement of any impairment loss is based on estimated fair value. Additional information regarding our intangible assets is included in Note 6 to the consolidated financial statements. 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.

Revenue Recognition

Revenue is measured based on consideration specified in a contract with a customer, and excludes any amounts collected on behalf of third parties. As a practical expedient, we do not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below.

Table of Contents

Processing and Services

Processing and services revenue is generated from account- and transaction-based fees for data processing, merchant transaction processing and acquiring, electronic billing and payment services, electronic funds transfer and debit/credit processing services; consulting and professional services; and software maintenance for ongoing client support.

We recognize processing and services revenue in the period in which the specific service is performed unless they are not deemed distinct from other goods or services, which revenue would then be recognized as control is transferred of the combined goods and services. Our arrangements for processing and services typically consist of an obligation to provide specific services to our customers on a when- and if-needed basis (a stand-ready obligation) and revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer. These services are typically provided under a fixed or declining (tier-based) price per unit based on volume of service; however, pricing for services may also be based on minimum monthly usage fees. Fees for our processing and services arrangements are typically billed and paid on a monthly basis.

~~Table of Contents~~

Product

Product revenue is generated from print and card production sales, as well as software license and hardware (primarily POS devices) sales. For software license agreements that are distinct, we recognize software license revenue upon delivery, assuming a contract is deemed to exist. Revenue for arrangements with customers that include significant customization, modification or production of software such that the software is not distinct is typically recognized over time based upon efforts expended, such as labor hours, to measure progress towards completion. For arrangements involving hosted licensed software for the customer, a software element is considered present to the extent the customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty and it is feasible for the customer to either operate the software on their own hardware or contract with another vendor to host the software. We sell or lease hardware (POS devices) and other peripherals as part of our contracts with customers. Hardware typically consists of terminals or Clover devices. We do not manufacture hardware, rather we purchase hardware from third-party vendors and hold such hardware in inventory until purchased by a customer. We account for the sale of hardware as a separate performance obligation and recognize the revenue at the standalone selling price when the customer obtains control of the hardware.

Significant Judgments

We use the following methods, inputs and assumptions in determining amounts of revenue to recognize. For multi-element arrangements, we account for individual goods or services as a separate performance obligation if they are distinct, if the good or service is separately identifiable from other items in the arrangement, and if a customer can benefit from the good or service on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determining whether goods or services are distinct performance obligations that should be accounted for separately may require significant judgment.

Technology or service components from third parties are frequently embedded in or combined with our applications or service offerings. Whether we recognize revenue based on the gross amount billed to a customer or the net amount retained involves judgment that depends on the relevant facts and circumstances, including the level of contractual responsibilities and obligations for delivering solutions to end customers, to determine whether we obtain control of goods and services prior to their transfer to a customer.

The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring products or services to the customer. We include any fixed charges within our contracts as part of the total transaction price. To the extent that variable consideration is not constrained, we include an estimate of the variable amount, as appropriate, within the total transaction price and update our assumptions over the duration of the contract. We may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted. The transaction price (including any discounts or rebates) is allocated between distinct goods and services in a multi-element arrangement based on their relative standalone selling prices. For items that are not sold separately, we estimate the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. Judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service.

Contract modifications occur when we and our customers agree to modify existing customer contracts to change the scope or price (or both) of the contract, or when a customer terminates some, or all, of the existing services provided by us. When a contract modification occurs, it requires us to exercise judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract, or (iii) a cumulative catch up adjustment to the original contract. Further, contract modifications require the identification and evaluation of the performance obligations of the modified contract, including the allocation of revenue to the remaining performance obligations and the

Table of Contents

period of recognition for each identified performance obligation. Additional information regarding our revenue recognition policies is included in Note 3 to the consolidated financial statements.

Income Taxes

The determination of our provision for income taxes requires management’s judgment in the use of estimates and the interpretation and application of complex tax laws, ~~sometimes made more complex by~~including certain complexities attributed to our global footprint. Judgment is also required in assessing the timing and amounts of deductible and taxable items. We establish a liability for known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. In establishing a liability for known tax exposures, assumptions are made in determining whether, and the extent to which, a tax position will be sustained. A tax benefit with respect to a tax position is recognized only when it is more likely than not to be sustained upon examination by the relevant taxing authority, based on its technical merits, considering the facts and circumstances available as of the reporting date. The amount of tax benefit recognized reflects the largest benefit that we

~~Table of Contents~~

believe is more likely than not to be realized on settlement with the relevant taxing authority. As additional information becomes available, we evaluate our tax positions and appropriately adjust our liability for known tax ~~exposures as appropriate.~~exposures.

We maintain net operating loss carryforwards in various taxing jurisdictions, resulting in the establishment of deferred tax assets. We establish a valuation allowance against our deferred tax assets when, based upon the weight of all available evidence, we believe it is more likely than not that some portion or all of the deferred tax assets will not be realized. In making this determination, we have considered the relative impact of all of the available positive and negative evidence regarding future sources of taxable income and available tax planning strategies. However, there could be a material impact to our effective income tax rate if there is a significant change in our judgment. To the extent our judgment changes, the valuation allowances are then adjusted as appropriate, generally through the provision for income taxes, in the period in which the change in facts and circumstances occurs. Additional information regarding our income taxes is included in Note 17 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 represented 82% of our total revenue in ~~2022,~~2023, is primarily generated from account- and transaction-based fees under multi-year contracts. 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 consists of 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; certain depreciation and amortization; and other operating expenses.

Product

Product revenue, which represented 18% of our total revenue in ~~2022,~~2023, is derived from print and card production sales, as well as software license and hardware (primarily POS devices) sales. Cost of product consists of costs directly associated with the products sold and includes the following: costs of materials and postage; software development; hardware costs (primarily POS devices); personnel; infrastructure costs; certain 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, commissions and related expenses paid to sales personnel, administrative employees and management; third-party commissions; advertising and promotional costs; certain depreciation and amortization; and other selling and administrative expenses.

3133

Table of Contents

Financial Results

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. The financial results presented below have been affected by acquisitions, dispositions, and foreign currency fluctuations.


		Year Ended December 31,
		Year Ended December 31,
		Year Ended December 31,
		2023
				2023
		2023															2022	Percentage of Revenue (1)	Increase (Decrease)
(In millions)
Revenue:
Revenue:
Revenue:
Processing and services
Processing and services
Processing and services
Product
Product
Product
Total revenue
Total revenue
Total revenue
Expenses:
Expenses:
Expenses:
Cost of processing and services
Cost of processing and services
Cost of processing and services
Cost of product
Cost of product
Cost of product
Sub-total
Sub-total
Sub-total
Selling, general and administrative
Selling, general and administrative
Selling, general and administrative
Net gain on sale of businesses and other assets
Net gain on sale of businesses and other assets
Net gain on sale of businesses and other assets
Total expenses
Total expenses
Total expenses
Operating income
Operating income
Operating income
Interest expense, net
Interest expense, net
Interest expense, net

Other expense, net

Other expense, net

Other expense, net
Income before income taxes and (loss) income from investments in unconsolidated affiliates
Income before income taxes and (loss) income from investments in unconsolidated affiliates
Income before income taxes and (loss) income from investments in unconsolidated affiliates
Income tax provision
Income tax provision
Income tax provision
(Loss) income from investments in unconsolidated affiliates
(Loss) income from investments in unconsolidated affiliates
(Loss) income from investments in unconsolidated affiliates

(In millions)							Percentage of Revenue (1)					Increase (Decrease)
Year Ended December 31,		2022			2021			2022		2021			2022 vs. 2021
Revenue:
Processing and services		$	14,460		$	13,307		81.5	%	82.0	%		$	1,153	9	%
Product		3,277			2,919			18.5	%	18.0	%		358		12	%
Total revenue		17,737			16,226			100.0	%	100.0	%		1,511		9	%
Expenses:
Cost of processing and services		5,771			6,084			39.9	%	45.7	%		(313)		(5)	%
Cost of product		2,221			2,044			67.8	%	70.0	%		177		9	%
Sub-total		7,992			8,128			45.1	%	50.1	%		(136)		(2)	%
Selling, general and administrative		6,059			5,810			34.2	%	35.8	%		249		4	%
Net gain on sale of businesses and other assets		(54)			—			(0.3)	%	—	%		54		n/m
Total expenses		13,997			13,938			78.9	%	85.9	%		59		—	%
Operating income		3,740			2,288			21.1	%	14.1	%		1,452		63	%
Interest expense, net		(733)			(693)			(4.1)	%	(4.3)	%		40		6	%
Net income

Other (expense) income		(94)			71			(0.5)	%	0.4	%		(165)		n/m
Income before income taxes and income from investments in unconsolidated affiliates		2,913			1,666			16.4	%	10.3	%		1,247		75	%
Income tax provision		(551)			(363)			(3.1)	%	(2.2)	%		188		52	%
Income from investments in unconsolidated affiliates		220			100			1.2	%	0.6	%		120		120	%

Net income

Net income	Net income	2,582			1,403			14.6	%	8.6	%		1,179		84	%
Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests	Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests	52			69			0.3	%	0.4	%		(17)		(25)	%
Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests
Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests
Net income attributable to Fiserv, Inc.
Net income attributable to Fiserv, Inc.
Net income attributable to Fiserv, Inc.	Net income attributable to Fiserv, Inc.	$	2,530		$	1,334		14.3	%	8.2	%		$	1,196	90	%


☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended:	December 31, ~~2022~~2023


Wisconsin						39-1506125
(State or Other Jurisdiction of Incorporation or Organization)						(I. R. S. Employer Identification No.)


255 Fiserv Drive	Brookfield,	WI	53045
(Address of Principal Executive Offices and zip code)


(In millions)
Year Ended December 31,	Acceptance				Fintech				Payments				Corporate and Other		Total
Total revenue:
2022	$	7,292			$	3,170			$	6,262			$	1,013	$	17,737
2021	6,479				3,022				5,833				892		16,226



Revenue growth	$	813			$	148			$	429			$	121	$	1,511
Revenue growth percentage	13		%		5		%		7		%				9		%



Operating income (loss):
2022	$	2,321			$	1,157			$	2,823			$	(2,561)	$	3,740
2021	1,996				1,081				2,557				(3,346)		2,288



Operating income growth	$	325			$	76			$	266			$	785	$	1,452
Operating income growth percentage	16		%		7		%		10		%				63		%



Operating margin:
2022	31.8		%		36.5		%		45.1		%				21.1		%
2021	30.8		%		35.8		%		43.8		%				14.1		%



Operating margin growth (1)	100			bps	70			bps	130			bps			700			bps


	Year Ended December 31,
(In millions)	Acceptance			Fintech			Payments			Corporate and Other		Total
Total revenue:
2023	$	8,132		$	3,171		$	6,696		$	1,094	$	19,093
2022	7,292			3,170			6,262			1,013		17,737



Revenue growth	$	840		$	1		$	434		$	81	$	1,356
Revenue growth percentage	12		%	—		%	7		%			8		%



Operating income (loss):
2023	$	2,856		$	1,159		$	3,189		$	(2,190)	$	5,014
2022	2,321			1,157			2,823			(2,561)		3,740



Operating income growth	$	535		$	2		$	366		$	371	$	1,274
Operating income growth percentage	23		%	—		%	13		%			34		%



Operating margin:
2023	35.1		%	36.6		%	47.6		%			26.3		%
2022	31.8		%	36.5		%	45.1		%			21.1		%



Operating margin growth (1)	330		bps	10		bps	250		bps			520		bps


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


	December 31,
	2017		2018		2019		2020		2021		2022
Fiserv, Inc.	$	100	$	112	$	176	$	174	$	158	$	154
S&P 500 Index	100		96		126		149		192		157
NASDAQ US Benchmark Transaction Processing Services Index	100		107		149		199		190		148



	Year Ended December 31,				Increase (Decrease)
(In millions)	2022		2021		$		%
Net income	$	2,582	$	1,403	$	1,179
Depreciation and amortization	3,212		3,248		(36)

Share-based compensation	323		239		84

Deferred income taxes	(558)		(262)		(296)
Net gain on sale of businesses and other assets	(54)		—		(54)
Income from investments in unconsolidated affiliates	(220)		(100)		(120)
Distributions from unconsolidated affiliates	73		34		39

Non-cash impairment charges	14		15		(1)
Net changes in working capital and other	(754)		(543)		(211)
Net cash provided by operating activities	$	4,618	$	4,034	$	584	14	%
Capital expenditures, including capitalized software and other intangibles	$	1,479	$	1,160	$	319	28	%


	Outstanding Borrowings (in millions)		Weighted-Average Interest Rate
Argentina	$	208		121.581	%
Brazil	123			13.500	%
Uruguay	55			11.125	%
Other	56			4.912	%
Total	$	442		63.060	%


			Page
Consolidated Statements of Income			4346
Consolidated Statements of Comprehensive Income			4447
Consolidated Balance Sheets			4548
Consolidated Statements of Equity			4649
Consolidated Statements of Cash Flows			4750
Notes to Consolidated Financial Statements			4851
Schedule II - Valuation and Qualifying Accounts			9192
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			9293


(In millions, except per share data)
Year Ended December 31,	Year Ended December 31,		2022		2021		2020		Year Ended December 31,

		2023								2023	2022	2021
Revenue:	Revenue:
Processing and services (1)
Processing and services (1)
Processing and services (1)	Processing and services (1)		$	14,460	$	13,307	$	12,215
Product	Product		3,277		2,919		2,637
Total revenue	Total revenue		17,737		16,226		14,852
Expenses:	Expenses:
Cost of processing and services
Cost of processing and services
Cost of processing and services	Cost of processing and services		5,771		6,084		5,841
Cost of product	Cost of product		2,221		2,044		1,971
Selling, general and administrative	Selling, general and administrative		6,059		5,810		5,652
Net gain on sale of businesses and other assets	Net gain on sale of businesses and other assets		(54)		—		(464)
Total expenses	Total expenses		13,997		13,938		13,000
Operating income	Operating income		3,740		2,288		1,852
Interest expense, net	Interest expense, net		(733)		(693)		(709)

Other (expense) income			(94)		71		28
Income before income taxes and income from investments in unconsolidated affiliates			2,913		1,666		1,171
Other (expense) income, net
Other (expense) income, net
Other (expense) income, net
Income before income taxes and (loss) income from investments in unconsolidated affiliates
Income tax provision	Income tax provision		(551)		(363)		(196)
Income from investments in unconsolidated affiliates			220		100		—
(Loss) income from investments in unconsolidated affiliates

Net income

Net income

Net income	Net income		2,582		1,403		975
Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests	Less: net income attributable to noncontrolling interests and redeemable noncontrolling interests		52		69		17
Net income attributable to Fiserv, Inc.	Net income attributable to Fiserv, Inc.		$	2,530	$	1,334	$	958

Net income attributable to Fiserv, Inc. per share – basic			$	3.94	$	2.01	$	1.42
Net income attributable to Fiserv, Inc. per share:
Net income attributable to Fiserv, Inc. per share:
Net income attributable to Fiserv, Inc. per share:
Basic
Basic
Basic

Net income attributable to Fiserv, Inc. per share – diluted			$	3.91	$	1.99	$	1.40
Diluted

Diluted

Diluted

Shares used in computing net income attributable to Fiserv, Inc. per share:	Shares used in computing net income attributable to Fiserv, Inc. per share:

Shares used in computing net income attributable to Fiserv, Inc. per share:

Shares used in computing net income attributable to Fiserv, Inc. per share:
Basic
Basic
Basic	Basic		642.3		662.6		672.1
Diluted	Diluted		647.9		671.6		683.4


	Fiserv, Inc. Shareholders’ Equity

		Fiserv, Inc. Shareholders’ Equity

		Number of Shares		Amount
(In millions)		Common Shares	Treasury Shares	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Noncontrolling Interests		Total Equity

Balance at January 1, 2020		791	112	$	8	$	23,741	$	(180)	$	12,528	$	(3,118)	$	1,616	$	34,595
Net income (loss) (1)										958				(22)		936
Measurement period adjustments related to First Data acquisition														(126)		(126)
																		Number of Shares			Amount
	Common Shares																		Common Shares	Treasury Shares		Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Treasury Stock	Noncontrolling Interests	Total Equity
Balance at January 1, 2021
Net income (1)

Distributions paid to noncontrolling interests (2)	Distributions paid to noncontrolling interests (2)													(37)		(37)
Net adjustment to noncontrolling interests from dissolution (see Note 4)						(36)								(726)		(762)
Other comprehensive (loss) income								(207)						35		(172)
Distributions paid to noncontrolling interests (2)
Distributions paid to noncontrolling interests (2)
Change in redemption value of redeemable noncontrolling interest (see Note 13)
Other comprehensive loss
Prior period adjustment (see Note 9)
Share-based compensation	Share-based compensation					369										369
Shares issued under stock plans	Shares issued under stock plans		(5)			(231)						178				(53)
Purchases of treasury stock	Purchases of treasury stock		16									(1,635)				(1,635)
Retirement of treasury stock (see Note 19)	Retirement of treasury stock (see Note 19)	(2)	(2)			(200)						200				—
Cumulative-effect adjustment of ASU 2016-13 adoption										(45)						(45)
Balance at December 31, 2020		789	121	8		23,643		(387)		13,441		(4,375)		740		33,070

Balance at December 31, 2021
Balance at December 31, 2021
Balance at December 31, 2021
Net income (1)	Net income (1)									1,334				25		1,359

Distributions paid to noncontrolling interests (2)	Distributions paid to noncontrolling interests (2)													(6)		(6)
Change in redemption value of redeemable noncontrolling interest (see Note 12)						(18)										(18)
Distributions paid to noncontrolling interests (2)
Distributions paid to noncontrolling interests (2)

Other comprehensive loss	Other comprehensive loss							(287)						(39)		(326)
Prior period adjustment (see Note 13)								(71)		71						—
Other comprehensive loss
Other comprehensive loss

Share-based compensation
Share-based compensation
Share-based compensation	Share-based compensation					239										239
Shares issued under stock plans	Shares issued under stock plans		(5)			(293)						212				(81)
Purchases of treasury stock	Purchases of treasury stock		23									(2,565)				(2,565)

Retirement of treasury stock (see Note 19)		(5)	(5)			(588)						588				—

Balance at December 31, 2021		784	134	8		22,983		(745)		14,846		(6,140)		720		31,672

Capital contribution from noncontrolling interest

Capital contribution from noncontrolling interest

Capital contribution from noncontrolling interest
Balance at December 31, 2022
Net income (1)	Net income (1)									2,530				24		2,554

Distributions paid to noncontrolling interests (2)	Distributions paid to noncontrolling interests (2)													(8)		(8)
Distributions paid to noncontrolling interests (2)
Distributions paid to noncontrolling interests (2)
Acquisition of noncontrolling interest of consolidated subsidiary (3)

Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)

Other comprehensive loss								(444)						(50)		(494)

Share-based compensation
Share-based compensation
Share-based compensation	Share-based compensation					323										323
Shares issued under stock plans	Shares issued under stock plans		(5)			(295)						262				(33)
Purchases of treasury stock	Purchases of treasury stock		25									(2,500)				(2,500)

Capital contribution from noncontrolling interest														13		13
Balance at December 31, 2022		784	154	$	8	$	23,011	$	(1,189)	$	17,376	$	(8,378)	$	699	$	31,527

Balance at December 31, 2023

Balance at December 31, 2023

Balance at December 31, 2023



(In millions)	Estimated Useful Lives	2022		2021
Land	—	$	47	$	48
Data processing equipment	3 to 5 years	3,025		2,302
Buildings and leasehold improvements	5 to 40 years	724		512
Furniture and equipment	5 to 8 years	370		372
		4,166		3,234
Less: Accumulated depreciation		(2,208)		(1,492)
Total		$	1,958	$	1,742


(In millions)	Reportable Segments
Type of Revenue	Acceptance		Fintech		Payments		Corporate and Other		Total
Year Ended December 31, 2023
Processing	$	6,942	$	1,671	$	4,902	$	23	$	13,538
Hardware, print and card production	978		60		1,091		—		2,129
Professional services	25		469		318		—		812
Software maintenance	—		531		40		—		571
License and termination fees	40		198		189		—		427
Output Solutions postage	—		—		—		1,071		1,071
Other	147		242		156		—		545
Total Revenue	$	8,132	$	3,171	$	6,696	$	1,094	$	19,093

Year Ended December 31, 2022
Processing	$	6,226	$	1,608	$	4,709	$	22	$	12,565
Hardware, print and card production	918		42		1,036		—		1,996
Professional services	21		484		278		—		783
Software maintenance	—		553		24		—		577
License and termination fees	69		252		114		—		435
Output Solutions postage	—		—		—		989		989
Other	58		231		101		2		392
Total Revenue	$	7,292	$	3,170	$	6,262	$	1,013	$	17,737

Year Ended December 31, 2021
Processing	$	5,511	$	1,544	$	4,497	$	32	$	11,584
Hardware, print and card production	830		44		913		—		1,787
Professional services	43		471		265		—		779
Software maintenance	—		557		11		—		568
License and termination fees	47		186		65		—		298
Output Solutions postage	—		—		—		860		860
Other	48		220		82		—		350
Total Revenue	$	6,479	$	3,022	$	5,833	$	892	$	16,226



(In millions)	Reportable Segments
Year Ended December 31, 2020	Acceptance		Fintech		Payments		Corporate and Other		Total

Type of Revenue
Processing	$	4,696	$	1,426	$	4,348	$	58	$	10,528
Hardware, print and card production	714		51		771		—		1,536
Professional services	29		465		233		1		728
Software maintenance	—		563		3		2		568
License and termination fees	28		189		68		—		285
Output Solutions postage	—		—		—		864		864
Other	55		207		81		—		343
Total Revenue	$	5,522	$	2,901	$	5,504	$	925	$	14,852



(In millions)	2022		2021
Trade accounts payable	$	652	$	593
Client deposits	871		783
Accrued compensation and benefits	279		392
Accrued taxes	432		154
Accrued interest	216		216
Other accrued expenses	1,433		1,412
Total	$	3,883	$	3,550



(In millions)
Year Ending December 31,
2023	$	2,276
2024	1,828
2025	1,393
2026	835
Thereafter	1,074


(In millions)	Gross Carrying Amount		Weighted-Average Useful Life
Residual buyouts	$	83	9 years
Customer relationships	35		10 years
Total	$	118	9 years



(In millions)
Cash	$	27
Other net assets	1
Intangible assets	105
Goodwill	670
Total consideration	$	803
Less: Fair value of previously held equity interest	(131)
Total purchase price	$	672



(In millions)
Cash and cash equivalents	$	13
Receivables and other assets	9
Intangible assets	142
Goodwill	173
Payables and other liabilities	(31)
Total consideration	$	306
Less: Fair value of previously held equity interest	(22)
Total purchase price	$	284



~~(In millions)~~	~~Gross Carrying Amount~~		~~Weighted-Average Useful Life~~
~~Customer relationships~~	$	32	~~14 years~~
~~Residual buyouts~~	35		~~9 years~~
~~Acquired software and technology~~	14		~~8 years~~
~~Total~~	$	81	11 years



(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
2022
Customer relationships	$	14,795	$	6,371	$	8,424
Acquired software and technology	2,510		1,234		1,276
Trade names	633		295		338
Purchased software	1,146		595		551
Capitalized software and other intangibles	2,601		775		1,826
Total	$	21,685	$	9,270	$	12,415

(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
2021
Customer relationships	$	15,103	$	5,112	$	9,991
Acquired software and technology	2,522		901		1,621
Trade names	612		228		384
Purchased software	1,133		479		654
Capitalized software and other intangibles	1,879		520		1,359
Total	$	21,249	$	7,240	$	14,009


			Fair Value
(In millions)	Classification	Fair Value Hierarchy	2022		2021
Assets
Forward exchange contracts designated as cash flow hedges	Prepaid expenses and other current assets	Level 2	$	—	$	6


Liabilities
Forward exchange contracts designated as cash flow hedges	Accounts payable and accrued expenses	Level 2	$	7	$	—
Forward exchange contracts designated as cash flow hedges	Other long-term liabilities	Level 2	1		—
Cross-currency rate swap contracts designated as net investment hedges	Other long-term liabilities	Level 2	23		—
Contingent consideration	Accounts payable and accrued expenses	Level 3	6		2
Contingent consideration	Other long-term liabilities	Level 3	2		32
Contingent debt guarantee	Accounts payable and accrued expenses	Level 3	—		4
Contingent debt guarantee	Other long-term liabilities	Level 3	21		—


			Fair Value at December 31,
(In millions)	Classification	Fair Value Hierarchy	2023		2022
Assets
Forward exchange contracts designated as cash flow hedges	Prepaid expenses and other current assets	Level 2	$	2	$	—
Cross-currency rate swap contract designated as fair value hedge	Other long-term assets	Level 2	3		—


Liabilities
Cross-currency rate swap contracts designated as fair value hedges	Other long-term liabilities	Level 2	$	1	$	—
Forward exchange contracts designated as cash flow hedges	Accounts payable and accrued expenses	Level 2	—		7
Forward exchange contracts designated as cash flow hedges	Other long-term liabilities	Level 2	—		1
Cross-currency rate swap contracts designated as net investment hedges	Other long-term liabilities	Level 2	61		23
Contingent consideration	Accounts payable and accrued expenses	Level 3	2		6
Contingent consideration	Other long-term liabilities	Level 3	—		2

Contingent debt guarantee	Other long-term liabilities	Level 3	23		21



(In millions)
Year Ending December 31,	Operating Leases (1)		Finance Leases (2)
2023	$	141	$	183
2024	119		158
2025	101		114
2026	92		84
2027	83		36
Thereafter	332		1
Total lease payments	868		576
Less: Interest	(116)		(54)
Present value of lease liabilities	$	752	$	522



(In millions)
Year Ending December 31,	Sales-Type Leases
2023	$	169
2024	133
2025	88
2026	35
2027	3
Thereafter	—
Total minimum lease payments	$	428



	Year Ended December 31, 2022
(In millions)	Cash Flow Hedges		Foreign Currency Translation		Pension Plans		Total
Balance at December 31, 2021	$	(107)	$	(676)	$	38	$	(745)
Other comprehensive loss before reclassifications	(11)		(444)		(60)		(515)
Amounts reclassified from accumulated other comprehensive loss	15		56		—		71
Net current-period other comprehensive income (loss)	4		(388)		(60)		(444)
Balance at December 31, 2022	$	(103)	$	(1,064)	$	(22)	$	(1,189)


Effective Date of Contract	Maturity Date of Contract	Notional Amount (EUR)		Fixed Rate Paid (EUR)		Fixed Rate Received (USD)
September 1, 2022	June 1, 2025	80	million	2.096	%	3.85	%
September 15, 2022	July 1, 2026	80	million	1.635	%	3.20	%
October 6, 2022	June 1, 2025	80	million	1.922	%	3.85	%
October 27, 2022	July 1, 2026	80	million	1.458	%	3.20	%
November 10, 2022	June 1, 2025	80	million	1.816	%	3.85	%


	Outstanding Borrowings (in millions)				Weighted-Average Interest Rate
	2023		2022		2023		2022
Argentina	$	208	$	68	121.581	%	69.791	%
Brazil	123		61		13.500	%	16.254	%
Uruguay	55		34		11.125	%	12.188	%
Other	56		35		4.912	%	0.994	%
Total	$	442	$	198	63.060	%	30.578	%


(In millions)	Derivatives		Foreign Currency Translation		Pension Plans		Total
Year Ended December 31, 2023
Balance at December 31, 2022	$	(103)	$	(1,064)	$	(22)	$	(1,189)
Other comprehensive income before reclassifications	11		366		5		382
Amounts reclassified from accumulated other comprehensive loss	14		10		—		24
Net current-period other comprehensive income	25		376		5		406
Balance at December 31, 2023	$	(78)	$	(688)	$	(17)	$	(783)

Year Ended December 31, 2022
Balance at December 31, 2021	$	(107)	$	(676)	$	38	$	(745)
Other comprehensive loss before reclassifications	(11)		(444)		(60)		(515)
Amounts reclassified from accumulated other comprehensive loss	15		56		—		71
Net current-period other comprehensive income (loss)	4		(388)		(60)		(444)


Balance at December 31, 2022	$	(103)	$	(1,064)	$	(22)	$	(1,189)



	U.K. Plan				U.S. and Other Plans
(In millions)	2022		2021		2022		2021
Change in projected benefit obligations:
Balance at beginning of year	$	(736)	$	(777)	$	(221)	$	(238)


Interest cost	(12)		(11)		(5)		(5)
Settlements	—		16		—		—
Actuarial gain	230		15		41		9
Benefits paid	28		21		14		12
Foreign currency translation	72		—		2		1
Balance at end of year	$	(418)	$	(736)	$	(169)	$	(221)

Change in fair value of plan assets:
Balance at beginning of year	$	983	$	974	$	183	$	181

Actual return on plan assets	(290)		47		(39)		14

Settlements	—		(16)		—		—
Benefits paid	(28)		(21)		(14)		(12)
Foreign currency translation	(95)		(1)		—		—
Balance at end of year	$	570	$	983	$	130	$	183

Funded status of the plans	$	152	$	247	$	(39)	$	(38)


			Projected Benefit Obligations				Net Periodic Benefit Expense
			2022		2021		2022		2021
		Projected Benefit Obligations																Projected Benefit Obligations										Net Periodic Benefit Expense
		2023													2023					2022					2023					2022
Discount rate	Discount rate		5.01	%	1.97	%	1.97	%	1.56	%	Discount rate	4.81	%			5.01	%					5.01	%				1.97		%
Expected long-term return on plan assets	Expected long-term return on plan assets		n/a		n/a		2.19	%	2.25	%	Expected long-term return on plan assets			n/a					4.74		%			2.19		%



(In millions)
2022	Level 1		Level 2		Level 3
Cash and cash equivalents (1)	$	43	$	—	$	—
Equity securities (2)	1		40		—
Fixed income securities (3)	137		86		—
Other investments (4)	301		(26)		—
Total investments at fair value	$	482	$	100	$	—



	2021		2020
Expected life (in years)	6.5		6.4
Average risk-free interest rate	0.6	%	1.8	%
Expected volatility	29.3	%	28.3	%
Expected dividend yield	0	%	0	%



	Shares (In thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In millions)
Stock options outstanding - December 31, 2021	10,229	$	56.36

Granted	—	—
Forfeited	(204)	111.39
Exercised	(3,689)	42.06
Stock options outstanding - December 31, 2022	6,336	$	62.91	3.92	$	256
Stock options exercisable - December 31, 2022	5,696	$	57.36	3.52	$	256



	Restricted Stock Units and Awards			Performance Share Units
	Shares (In thousands)	Weighted- Average Grant Date Fair Value		Shares (In thousands)	Weighted- Average Grant Date Fair Value
Units and awards - December 31, 2021	5,074	$	101.09	1,392	$	96.32

Granted	3,473	93.54		3,050	100.78
Forfeited	(759)	100.21		(122)	97.00
Vested	(2,258)	99.70		(1,077)	103.13
Units and awards - December 31, 2022	5,530	$	96.88	3,243	$	100.93