UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31,June 30, 2002
or
[_][ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from________________to__________________from_______________to_________________
Commission file number 0-14948
-------
FISERV, INC.
---------------------------------------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1506125
-------------------------------- -------------------------------- ----------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
255 FISERV DRIVE, BROOKFIELD, WI 53045
--------------------------------------- --------------
(Address-------------------------------- -----
Address of principal executive office)office (Zip Code)
(262) 879 5000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
As of AprilJuly 15, 2002, there were 191,237,798192,256,689 shares of common stock, $.01 par
value, of the Registrant outstanding.
1
PART I. FINANCIAL INFORMATION
ITEM I.1. FINANCIAL STATEMENTS
FISERV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended March 31,Six Months Ended
June 30, June 30,
2002 2001 ------------------------2002 2001
---- ---- ---- ----
Revenues:
Processing and services $563,032 $ 559,824481,355 $1,122,856 $ 462,163943,518
Customer reimbursements 72,104 65,488
-----------------------69,394 62,269 141,498 127,757
-------- --------- ---------- ----------
Total revenues 631,928 527,651
-----------------------632,426 543,624 1,264,354 1,071,275
Cost of revenues:
Salaries, commissions and payroll
related costs 271,632 222,213267,606 230,638 539,238 452,851
Customer reimbursement expenses 72,104 65,48869,394 62,269 141,498 127,757
Data processing costs and equipment rentals 39,108 34,33841,665 36,213 80,773 70,551
Other operating expenses 116,350 91,910117,676 98,490 234,026 190,400
Depreciation and amortization 24,220 27,097
-----------------------25,220 27,635 49,440 54,732
-------- --------- ---------- ----------
Total cost of revenues 523,414 441,046
-----------------------521,561 455,245 1,044,975 896,291
-------- --------- ---------- ----------
Operating income 108,514 86,605110,865 88,379 219,379 174,984
Interest expense - net (2,687) (3,817)(2,178) (3,237) (4,865) (7,054)
Realized gain from sale of investment 915 1,821
-----------------------567 1,506 1,482 3,327
-------- --------- ---------- ----------
Income before income taxes 106,742 84,609109,254 86,648 215,996 171,257
Income tax provision 41,629 33,844
-----------------------42,609 34,659 84,238 68,503
-------- --------- ---------- ----------
Net income $ 65,11366,645 $ 50,765
======================51,989 $ 131,758 $ 102,754
======== ========= ========== ==========
Net income per share:
Basic $ 0.35 $ 0.28 $ 0.69 $ 0.55
======== ========= ========== ==========
Diluted $ 0.34 $ 0.27 ======================
Diluted $ 0.330.67 $ 0.27
======================0.54
======== ========= ========== ==========
Shares used in computing net income per share:
Basic 190,669 186,162
======================191,420 186,558 191,044 186,360
======== ========= ========== ==========
Diluted 195,152 190,850
======================195,474 191,252 195,313 191,051
======== ========= ========== ==========
See notes to consolidated financial statements.
2
FISERV, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
March 31, December 31,
2002 2001
------------------------
ASSETS
Cash and cash equivalents $ 138,695 $ 136,088
Accounts receivable - net 294,985 311,217
Securities processing receivables 1,643,984 1,427,051
Prepaid expenses and other assets 109,011 108,003
Investments 1,799,519 1,885,063
Property and equipment - net 257,101 247,748
Internally generated computer software - net 98,518 97,250
Intangible assets - net 1,144,666 1,109,822
------------------------
Total $5,486,479 $5,322,242
========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 83,184 $ 83,303
Securities processing payables 1,448,194 1,289,479
Short-term borrowings 165,186 112,800
Accrued expenses 206,673 241,904
Accrued income taxes 14,930 15,373
Deferred revenues 163,702 171,101
Customer retirement account deposits 1,391,594 1,420,956
Deferred income taxes 62,976 39,407
Long-term debt 260,684 343,093
------------------------
Total liabilities 3,797,123 3,717,416
------------------------
Shareholders' equity:
Common stock issued, 191,213,000 and 190,281,000
shares, respectively 1,912 1,903
Additional paid-in capital 583,393 564,959
Accumulated other comprehensive income 77,190 76,216
Accumulated earnings 1,026,861 961,748
------------------------
Total shareholders' equity 1,689,356 1,604,826
------------------------
Total $5,486,479 $5,322,242
========================
June 30, December 31,
2002 2001
----------- ------------
ASSETS
Cash and cash equivalents $ 188,329 $ 136,088
Accounts receivable-net 296,338 311,217
Securities processing receivables 1,461,555 1,427,051
Prepaid expenses and other assets 104,105 108,003
Investments 1,998,332 1,885,063
Property and equipment-net 262,678 247,748
Internally generated computer
software for external customers-net 100,339 97,250
Intangible assets-net 1,165,095 1,109,822
----------- -----------
Total $ 5,576,771 $ 5,322,242
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 88,298 $ 83,303
Securities processing payables 1,281,074 1,289,479
Short-term borrowings 137,390 112,800
Accrued expenses 215,265 241,904
Accrued income taxes 38,262 15,373
Deferred revenues 159,002 171,101
Customer retirement account deposits 1,585,516 1,420,956
Deferred income taxes 55,841 39,407
Long-term debt 262,503 343,093
----------- -----------
Total liabilities 3,823,151 3,717,416
----------- -----------
Shareholders' equity:
Common stock issued, 191,773,000 and
190,281,000 shares, respectively 1,918 1,903
Additional paid-in capital 591,282 564,959
Accumulated other comprehensive income 66,914 76,216
Accumulated earnings 1,093,506 961,748
----------- -----------
Total shareholders' equity 1,753,620 1,604,826
----------- -----------
Total $ 5,576,771 $ 5,322,242
=========== ===========
See notes to consolidated financial statements.
3
FISERV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
ThreeSix Months Ended
March 31,June 30,
2002 2001
-------------------------------------------- --------
Cash flows from operating activities:
Net income $ 65,113131,758 $ 50,765102,754
Adjustments to reconcile net income to net cash provided
by operating activities:
Realized gain from sale of investment (915) (1,821)(1,482) (3,327)
Deferred income taxes 22,411 16,41619,572 4,990
Depreciation and amortization 24,220 27,09749,440 54,732
Amortization of internally generated computer software 9,418 8,612
-----------------------------------
120,247 101,069for external customers 18,674 16,656
--------- ---------
217,962 175,805
Changes in assets and liabilities, net of effects from acquisitions of
businesses:
Accounts receivable 14,147 67314,414 11,189
Prepaid expenses and other assets (1,312) 8,3072,461 (616)
Accounts payable and accrued expenses (33,210) (46,776)(24,538) (20,853)
Deferred revenues (7,647) 2,314(11,890) (3,718)
Accrued income taxes 12,555 7,00945,628 27,466
Securities processing receivables and payables - net (58,218) (3,167)
-----------------------------------(42,909) (2,170)
--------- ---------
Net cash provided by operating activities 46,562 69,429
-----------------------------------201,128 187,103
--------- ---------
Cash flows from investing activities:
Capital expenditures (30,304) (16,708)(57,211) (34,115)
Capitalization of internally generated computer software (10,686) (9,094)for external customers (21,105) (16,546)
Payment for acquisitions of businesses, net of cash acquired (35,846) (90,903)(59,304) (93,121)
Investments 85,974 (90,751)
-----------------------------------(124,005) 14,184
--------- ---------
Net cash provided by (used in)used in investing activities 9,138 (207,456)
-----------------------------------(261,625) (129,598)
--------- ---------
Cash flows from financing activities:
Proceeds from (repayment of) short-term borrowings - net 52,900 (6,725)
(Repayment of) proceeds from25,104 16,400
Repayment of long-term debt - net (82,560) 27,604(80,749) (24,775)
Issuance of common stock 5,443 3,2063,338 9,092
Customer retirement account deposits (28,876) 97,232
-----------------------------------165,045 (79,115)
--------- ---------
Net cash provided by (used in) provided by financing activities (53,093) 121,317
-----------------------------------112,738 (78,398)
--------- ---------
Change in cash and cash equivalents 2,607 (16,710)52,241 (20,893)
Beginning balance 136,088 98,856
-------------------------------------------- ---------
Ending balance $ 138,695188,329 $ 82,146
===================================77,963
========= =========
See notes to consolidated financial statements.
4
FISERV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Principles of Consolidation
The consolidated financial statements for the three and six month periods ended
March
31,June 30, 2002 and 2001 are unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of such consolidated financial
statements have been included. Such adjustments consisted only of normal
recurring items. Interim results are not necessarily indicative of results for a
full year. The financial statements and notes are presented as permitted by Form
10-Q, and do not contain certain information included in the annual consolidated
financial statements and notes of Fiserv, Inc. and subsidiaries (the "Company").
Certain amounts reported in prior periods have been reclassified to conform to
the 2002 presentation.
2. Recent Accounting Pronouncements
On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS
No. 142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead tested for impairment at least
annually. The Company has completed the first step of theits transitional impairment test for
goodwill and intangible assets with indefinite lives and has determined that no
potential impairment exists. The Company also is required to complete
the first step of the transitional impairment test for goodwill within six
months of adoption of SFAS No. 142 and to complete the final step of the
transitional impairment test by the end of the calendar year. The Company
anticipates the results of this assessment will not have a material impact on
the consolidated financial statements. Proforma net income and net income per share for
the three monthsmonth and six month periods ended March 31,June 30, 2001, adjusted to eliminate
historical amortization of goodwill and related tax effects, are as follows:
Three months ended
March 31,Six
Months Ended Months Ended
June 30, 2001 ----------------------June 30, 2001
------------- -------------
(In thousands)
Reported net income $ 50,765$51,989 $102,754
Add: goodwill amortization, net of tax 4,573
----------4,626 9,199
------- --------
Pro forma net income $ 55,338
==========$56,615 $111,953
======= ========
Reported net income per share:
Basic $ 0.27$0.28 $0.55
Diluted $ 0.27$0.27 $0.54
Pro forma net income per share:
Basic $ 0.30$0.30 $0.60
Diluted $ 0.29$0.30 $0.59
In addition, effective January 1, 2002, the Company adopted Emerging Issues Task
Force Issue No. 01-14, "Income Statement Characterization of Reimbursements
Received for 'Out`Out of Pocket' Expenses Incurred" which requires that customer
reimbursements received for direct costs paid to third parties and related
expenses be characterized as revenue. Comparative financial statements for prior
periods have been reclassified to provide consistent presentation. For the three
months ended March 31, 2002 and 2001, theThe Company
has presented customer reimbursement revenue and expenses of $72.1$69.4 million and
$65.5$62.3 million for the three months ended June 30, 2002 and 2001, respectively,
and $141.5 million and $127.8 million for the six months ended June 30, 2002 and
2001, respectively, in accordance with Issue No. 01-14. Customer reimbursements
represent direct costs paid to third parties primarily for postage and data
communication costs. In addition, processing and services revenues and
salaries/data processing expenses were increased by $8.9$9.7 million and $8.3$8.7
million infor the three months ended June 30, 2002 and 2001, respectively and
$18.7 million and $17.0 million for the six months ended June 30, 2002 and 2001,
respectively. The adoption of Issue No. 01-14 did not impact the Company's
financial position, operating income or net income.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
The following table sets forth, for the periods indicated, the relative
percentage which certain items in the Company's consolidated statements of
income bear to revenues. This table and the following discussion exclude the
revenues and expenses associated with customer reimbursements as discussed in
Note 2.
Three months ended
March 31,Months Ended Six Months Ended
June 30, June 30,
2002 2001 ----------------------2002 2001
---- ---- ---- ----
(Percent of Revenues)
Processing and services revenues 100.0 100.0
---------------------100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Salaries and related costs 48.5 48.147.5 47.9 48.0 48.0
Data processing costs 7.0 7.4 7.5 7.2 7.5
Other operating expenses 20.8 19.920.9 20.5 20.9 20.2
Depreciation and amortization 4.3 5.9
---------------------4.5 5.7 4.4 5.8
----- ----- ----- -----
Total cost of revenues 80.6 81.3
---------------------80.3 81.6 80.5 81.5
----- ----- ----- -----
Operating income 19.4 18.7
=====================19.7 18.4 19.5 18.5
===== ===== ===== =====
Processing and Services Revenues
Processing and services revenues increased $97.7$81.7 million, or 21.1%17.0%, from $462.2$481.4
million in the second quarter of 2001 to $563.0 million in the current second
quarter, and $179.3 million, or 19.0%, from $943.5 million in the first quartersix
months of 2001 to $559.8$1,122.9 million in the comparable current first
quarter.period.
Approximately 25% of the year-to-date revenue growth (excluding a business
disposition and a $12.0 million termination fee in 2001) was derived from sales
to new clients, cross-sales to existing clients, increases in transaction
volumes from existing clients and price increases, with the remaining revenue
growth from acquired businesses. Revenue growth was positively impacted by
strong growth of $113.0$216.6 million, or 30.6%28.8%, for the first quartersix months of 2002
compared to 2001 in the Financial institution outsourcing, systems and services
segment which is the Company's main operating segment. In addition, revenue
growth was negatively impacted by the Securities processing and trust services
segment, primarily due to lower transaction volumes from continued weakness in
the United States retail financial markets. Revenues for the Securities
processing and trust services segment declined $17.6$29.2 million for the first quartersix
months of 2002 compared to 2001, excluding a $12.0 million termination fee
received from a broker-dealer customer acquired by a third party in the second
quarter of 2001.
Cost of Revenues
Cost of revenues increased 20.2%15.1% from $375.6$393.0 million in the second quarter of
2001 to $452.2 million in the current second quarter, and 17.6% from $768.5
million in the first quartersix months of 2001 to $451.3$903.5 million in the current first quarter. The make upsix
months of cost of
revenues has been affected by business acquisitions and changes in the mix of
the Company's business.2002.
Depreciation and Amortization
Depreciation and amortization decreased $2.4 million from $27.1$27.6 million in the
second quarter of 2001 to $25.2 million in the current second quarter, and $5.3
million from $54.7 million in the first quartersix months of 2001 to $24.2 million$49.4 in the current first
quarter.six months of 2002. The decrease was primarily attributable to the adoption of
SFAS No. 142 as discussed in Note 2
that resulted in a reduction of goodwill amortization expense of
approximately $6.0$12.0 million infor the first quartersix months of 2002, offset primarily
by incremental depreciation expense from capital expenditures.
Operating Income
Operating income increased 25.4% from $86.6$88.4 million in the second quarter of
2001 to $110.9 million in the current second quarter, and increased 25.4% from
$175.0 million in the first quartersix months of 2001 to $108.5$219.4 million in the current first
quarter.six months of 2002.
6
Realized Gain from Sale of Investment
During the first threesix months of 2002 and 2001, the Company recorded a pre-tax
realized gain from the sale of investment of $0.9$1.5 million and $1.8$3.3 million,
respectively.
Income Tax Provision
The effective income tax rate was 39% in 2002 and 40% in 2001 and 39% in 2002.2001. The effective
income tax rate for 2002 has declined from 2001 due to the impact of adopting
SFAS No. 142.
Net Income
Net income for the firstsecond quarter increased 28.2% from $50.8$52.0 million in 2001 to
$65.1$66.6 million in 2002. Net income for the first six months increased 28.2% from
$102.8 million in 2001 to $131.8 million in 2002. Net income per share-diluted
(excluding realized gains from sale of investment) for the firstsecond quarter was
$0.33$.34 in 2002 compared to $.26$.27 in 2001. Net income per share-diluted (excluding
realized gains from sale of investment) for the first six months of 2002 was
$.67 compared to $.53 in the comparable 2001 period. The impact of adopting SFAS
No. 142 would have increased first quarter 20022001 diluted net income per share (excluding
realized gain from sale of investment) by approximately $.02 per share in the
second quarter and $.04 per share on a year-to-date basis due to the elimination
of goodwill amortization.
6
Business Segment Information
The Company is a leading independent provider of financial data processing
systems and related information management services and products to financial
institutions and other financial intermediaries. The Company's operations have
been classified into three business segments: Financial institution outsourcing,
systems and services; Securities processing and trust services; and All other
and corporate. As of January 1, 2002, financialFinancial information for the threesix months ended March 31,June 30, 2001 has
been restated to reflect the transfer of one business unit representing $3.6$7.2
million in revenue and $0.3$.6 million in operating income from the Securities and
trust services segment to the Financial institution outsourcing, systems and
services segment. Summarized financial information by business segment has been
restated and is as follows:
Three Months Ended March 31,Six Months Ended
June 30, June 30,
2002 2001 ------------------------2002 2001
-------- -------- ---------- ---------
(In thousands)
Processing and services revenues:
Financial institution outsourcing, systems
and services $487,061 $383,461 $ 481,703968,764 $ 368,723752,184
Securities processing and trust services 54,763 72,39454,513 78,049 109,276 150,443
All other and corporate 23,358 21,046
---------21,458 19,845 44,816 40,891
-------- -------- ---------- ---------
Total $563,032 $481,355 $1,122,856 $ 559,824 $ 462,163
--------- ---------943,518
======== ======== ========== =========
Operating income:
Financial institution outsourcing, systems
and services $107,667 $ 101,78978,848 $ 79,862209,456 $ 158,710
Securities processing and trust services 7,566 8,1225,924 11,803 13,490 19,925
All other and corporate (841) (1,379)
---------(2,726) (2,272) (3,567) (3,651)
-------- -------- ---------- ---------
Total $110,865 $ 108,51488,379 $ 86,605
--------- ---------219,379 $ 174,984
======== ======== ========== =========
Processing and services revenues in the Financial institution outsourcing,
systems and services business segment increased from $368.7$383.5 million in the
second quarter of 2001 to $487.1 million in the current second quarter, and
increased from $752.2 million in the first quartersix months of 2001 to $481.7$968.8 million
in the comparable current first quarter.period. Operating income in the Financial institution
outsourcing, systems and services business segment increased from $79.9$78.8 million
in the second quarter of 2001 to $107.7 million in the current second quarter
and increased from $158.7 million in the first quartersix months of 2001 to $101.8$209.5
million in the current first quarter andsix months of 2002. Year-to-date operating income was
positively impacted in 2002 by the elimination of goodwill amortization of
approximately $5.0$10.0 million. Operating margins declined
in the current quarter due primarily to lower operating margins associated with
certain acquisitions closed in the fourth quarter of 2001.
Processing and services revenues in the Securities processing and trust services
business segment, excluding a $12.0 million termination fee received in the
second quarter of 2001, decreased from $72.4$66.0 million in the second quarter of
2001 to $54.5 million in the current second quarter, and decreased from $138.4
million in the first quartersix months of 2001 to $54.8$109.3 million in the comparable
current first quarter.period. The revenue decrease in the first
quarter of 2002 was primarily related to lower
transaction volumes in the Securities processing and trust services segment due
to continued weakness in the United States retail financial markets. Operating
income in this business segment (excluding a litigation reserve of $7.8decreased from $11.8 million
recorded in the firstsecond
quarter of 2001)2001 to $5.9 million in the current second quarter, and decreased
from $15.9$19.9 million in the first quartersix months of 2001 to $7.6$13.5 million in the current first
quartersix months of 2002 primarily as a result of lower revenues. In the second
quarter of 2002, the segment recorded a net charge of $3.2 million related
7
to the write-down of WorldCom, Inc. debt securities to market value. The
WorldCom, Inc. debt securities were acquired by the Company through the
acquisition of Resources Trust Company in 2000 and the securities were
classified as held-to-maturity. As of June 30, 2002, the Company's remaining
held-to-maturity corporate debt securities had an aggregate fair market value
in excess of carrying value of $4.1 million. In the second quarter of 2001, the
segment recorded $12.3 million in restructuring charges.
Liquidity and Capital Resources
The following table summarizes the Company's primary sources (uses) of funds
from operating activities for the threesix months ended March 31,June 30, 2002 and 2001:
2002 2001
-----------------------------------
(In thousands)
Cash provided by operating activities before changes
in securities processing receivables and payables - net $104,780 $72,596
Securities processing receivables and payables - net (58,218) (3,167)
-----------------------------------
Cash provided by operating activities 46,562 69,429
(Decrease) increase in net borrowings (29,660) 20,879
-----------------------------------
TOTAL $ 16,902 $90,308
===================================
2002 2001
------ -------
(In thousands)
Cash provided by operating activities
before changes in securities processing
receivables and payables $ 244,037 $ 189,273
Securities processing receivables and payables
- net (42,909) (2,170)
--------- ---------
Cash provided by operating activities 201,128 187,103
Decrease in net borrowings (55,645) (8,375)
--------- ---------
TOTAL $ 145,483 $ 178,728
========= =========
The Company has historically used a significant portion of its cash flow from
operations for acquisitions and capital expenditures with any remainder used to
reduce long-term debt.
The Company's strategy includes the acquisition of complementary businesses
financed by a combination of internally generated funds and borrowings from the
Company's credit facilities. The Company believes that its cash flow from
operations together with other available sources of funds will be adequate to
meet its funding requirements. In the event that the Company makes significant
future acquisitions, however, it may raise funds through additional borrowings
or the issuancesissuance of securities.
Critical Accounting Policies
The Company does not consider any specific accounting policies to be critical to
the economic success of the entity. The Company does not participate in, nor has
created, any off-balance sheet financingspecial purpose entities or other off-balance
sheet special
purpose entities,financing, other than operating leases. In addition, the Company does not
enter into any derivative financial instruments for speculative purposes and
uses derivative financial instruments primarily for managing its exposure to
changes in interest rates.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Except for the historical information contained herein, the matters discussed in
this Form 10-Q are forward-looking statements that involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors affecting the Company's operations, markets, services
and related products, prices and other factors discussed in the Company's prior
filings with the Securities and Exchange Commission. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate.
Therefore, there can be no assurance that the forward-looking statements
included in this Form 10-Q will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The Company's quantitative and qualitative disclosures about market risk are
incorporated by reference in Item 7A of the Company's Annual Report on Form 10-K
for the year ended December 31, 2001 and have not materially changed since that
report was filed.
8
PART II. OTHER INFORMATION
Item 4. Submission1. Legal Proceedings
The Company has initiated legal action against E*TRADE Securities, Inc.
("E*TRADE") as the result of MattersE*TRADE refusing to accept delivery of a Vote of Security Holders.
At the Company's Annual Meeting of Shareholders held on March 28, 2002, the
Company's Shareholders approved the following matters:
For Withheld
----------------- --------------
1. ELECTION OF THREE DIRECTORS TO SERVE
FOR A THREE-YEAR TERM EXPIRING IN 2005:
Donald F. Dillon 172,152,960 1,264,964
Gerald J. Levy 172,112,304 1,305,620
Glenn M. Renwick 171,409,216 2,008,708
ELECTION OF ONE DIRECTOR TO SERVE FOR
A ONE-YEAR TERM EXPIRING IN 2003*:
Leslie M. Muma 172,148,598 1,269,326
The other directors$27
million bond in violation of the terms of a contract between E*TRADE and a
subsidiary of the Company. The Company whoseintends to vigorously enforce its rights
under the terms in office continued afterof its agreement with E*TRADE and expects to prevail and recover
the 2002 Annual Meetingcarrying value of Shareholders are as follows: terms expiring at the 2003
Annual Meeting - Daniel P. Kearney and L. William Seidman; and terms expiring at
the 2004 Annual Meeting - Kenneth R. Jensen, Thekla R. Shackelford.
* Nominated for a one-year term in order to make the number of directors in
each class as even as possible.bond.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
No exhibits are filed as part of this Quarterly Report on Form 10-Q.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31,June 30, 2002.
SIGNATURESIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Fiserv, Inc.
-----------------------------------------------------
(Registrant)
Date April 23,July 22, 2002 by /s/ Kenneth R. Jensen
-------------- ----------------------------------------- ---------------------------------
KENNETH R. JENSEN
Senior Executive Vice President, Chief
Financial Officer, Treasurer and Assistant
Secretary
9