Obligation Fiservia 4.625% ( US337738BC18 ) en USD

Fiservia

100 % ▲

Etats-unis

US337738BC18 ( en USD )

4.625% par an ( paiement semestriel )

01/10/2020 - Obligation échue

Prospectus brochure de l'obligation Fiserv US337738BC18 en USD 4.625%, échue

Fiserv est une société de technologie financière qui fournit des solutions de paiement, de traitement des transactions et de services bancaires aux institutions financières et aux entreprises à travers le monde.

L'Obligation émise par Fiservia ( Etats-unis ) , en USD, avec le code ISIN US337738BC18, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2020

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424B5 1 d833565d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-227436
CALCULATION OF REGISTRATION FEE

Maximum
Amount
Aggregate
Title of Each Class of Securities
to be
Amount of
to Be Registered

Registered

Offering Price

Registration Fee(1)
2.250% Senior Notes Due 2027

$1,000,000,000

$1,000,000,000

$129,800
2.650% Senior Notes Due 2030

$1,000,000,000

$1,000,000,000

$129,800

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 20, 2018)
$2,000,000,000

$1,000,000,000 2.250% Senior Notes due 2027
$1,000,000,000 2.650% Senior Notes due 2030

We are offering $1,000,000,000 principal amount of our 2.250% Senior Notes due 2027 (the "2027 notes") and $1,000,000,000 principal amount of
our 2.650% Senior Notes due 2030 (the "2030 notes" and, together with the 2027 notes, the "notes"). The 2027 notes will mature on June 1, 2027 and the
2030 notes will mature on June 1, 2030. We will pay interest on the notes semi-annually in arrears on June 1 and December 1 of each year, beginning on
December 1, 2020.
We may, at our option, redeem each series of the notes, in whole or in part, at any time and from time to time at the applicable redemption price
described in this prospectus supplement in "Description of the Notes--Optional Redemption." We may also redeem each series of the notes at our option,
in whole but not in part, at the applicable redemption price described in this prospectus supplement if certain tax events occur as described in "Description
of the Notes--Optional Tax Redemption." We must offer to repurchase the notes upon the occurrence of a change of control triggering event at the price
described in this prospectus supplement in "Description of the Notes--Purchase of Notes upon a Change of Control Triggering Event."
We intend to use the net proceeds from this offering for general corporate purposes, including to repay our 2.7% senior notes due June 1, 2020 and
amounts outstanding under our revolving credit facility.
The offering and sale of each series of notes is not conditioned on the sale of any other series of notes.
The notes will be our unsecured senior obligations and will rank equally with our other unsecured senior indebtedness from time to time outstanding.
Each series of the notes is a new issue of securities with no established trading market. We currently have no intention to apply to list the notes on
any securities exchange or to seek their admission to trading on any automated quotation system.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement
and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.

Proceeds to
Price to
Underwriting
Fiserv, Inc., Before

Public(1)

Discounts

Expenses

Per 2027 note

99.934%

0.625%

99.309%
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Per 2030 note

99.824%

0.650%

99.174%

Total

$1,997,580,000

$12,750,000

$ 1,984,830,000

(1)
Plus accrued interest if any, from May 13, 2020, if settlement occurs after that date.
We expect to deliver the notes to investors in registered book-entry only form through the facilities of The Depository Trust Company ("DTC") on
or about May 13, 2020. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC
and its direct and indirect participants, including Clearstream Banking, S.A., and Euroclear Bank S.A./N.V., as operator of the Euroclear System.

Joint Book-Running Managers

BofA Securities

Citigroup

J.P. Morgan

Wells Fargo Securities
BMO Capital
MUFG
PNC Capital
SunTrust Robinson Humphrey
TD Securities
US Bancorp
Markets

Markets LLC

Co-Managers

Capital One Securities

Citizens Capital Markets

NatWest Markets

Santander

Credit Suisse
Mizuho Securities
KeyBanc Capital Markets
Scotiabank

The Huntington Capital Markets
Siebert Williams Shank

Comerica Securities

Samuel A. Ramirez & Company, Inc.; Ramirez & Co., Inc.

The date of this prospectus supplement is May 11, 2020.
Table of Contents

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
Page
PROSPECTUS

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION
S-iii
FORWARD-LOOKING STATEMENTS

2
FORWARD LOOKING STATEMENTS
S-iv
FISERV, INC.

3
SUMMARY
S-1
RATIOS OF EARNINGS TO FIXED CHARGES

3
RISK FACTORS
S-8
USE OF PROCEEDS

3
USE OF PROCEEDS
S-11
DESCRIPTION OF DEBT SECURITIES

4
CAPITALIZATION
S-12
DESCRIPTION OF CAPITAL STOCK

10
DESCRIPTION OF THE NOTES
S-13
DESCRIPTION OF DEPOSITARY SHARES

12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-31
DESCRIPTION OF WARRANTS

13
UNDERWRITING (CONFLICTS OF INTEREST )
S-36
DESCRIPTION OF PURCHASE CONTRACTS

14
VALIDITY OF THE NOTES
S-41
DESCRIPTION OF UNITS

15
EXPERTS
S-41
SELLING SHAREHOLDERS

16
PLAN OF DISTRIBUTION

17
WHERE YOU CAN FIND MORE INFORMATION

20
LEGAL MATTERS

21
EXPERTS

21

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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the
accompanying prospectus, which provides more general information, some of which may not apply to this offering. You should read the entire prospectus
supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under "Where You Can Find More
Information" in this prospectus supplement and the accompanying prospectus. In the event that the description of the offering in this prospectus supplement
is inconsistent with the accompanying prospectus, you should rely on the information contained in this prospectus supplement.
We have not, and the underwriters have not, authorized any other person to provide you with different or additional information other than that
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contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have
authorized for use in connection with this offering. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus
supplement, the accompanying prospectus and any free writing prospectus filed by us with the SEC is accurate as of any date other than its respective date.
Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.
Unless otherwise indicated or unless the context requires otherwise, references in this prospectus supplement to "we," "our," "us" and "Fiserv" refer
to Fiserv, Inc. a Wisconsin corporation, and its consolidated subsidiaries.
PRIIPs Regulation/Prospectus Directive/Prohibition of sales to EEA and UK retail investors  The notes are not intended to be offered, sold or
otherwise made available, and should not be offered, sold or otherwise made available, to any retail investor in the European Economic Area (the "EEA")
or in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more of): (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or
materials relating to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized
person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000 (as amended, the "FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom and those persons in the United
Kingdom who have professional experience in matters relating to investments who fall within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order")), or who
fall within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United
Kingdom, the notes offered hereby are only available to, and any investment or investment activity to which this prospectus supplement, the accompanying
prospectus, any related free writing prospectus or any other document or materials relating to the issue of the notes offered hereby relates will be engaged
in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the
accompanying prospectus, any related free writing prospectus or any other document or materials relating to the issue of the notes offered hereby or any of
their contents.

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. We have also filed with the SEC a registration
statement on Form S-3, including exhibits, with respect to the notes offered by this prospectus supplement. This prospectus supplement and the
accompanying prospectus are part of the registration statement, but do not contain all of the information included in the registration statement or the
exhibits. Our filings with the SEC are available to the public through the SEC's Internet site at http://www.sec.gov.
We are "incorporating by reference" specified documents that we file with the SEC, which means:

·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;

·
we are disclosing important information to you by referring you to those documents; and

·
information we file with the SEC after the date of this prospectus supplement will automatically update and supersede information included or

incorporated by reference in this prospectus supplement and the accompanying prospectus.
We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus supplement and before the end of the offering of the securities pursuant to this prospectus supplement:

·
our Annual Report on Form 10-K for the year ended December 31, 2019;

·
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;

·
our Current Reports on Form 8-K as filed with the SEC on June 10, 2019 (only Exhibits 23.1 and 99.1), July 29, 2019 (only Exhibits 23.2,

99.4 and 99.5 ), February 14, 2020, March 24, 2020, April 1, 2020 and April 10, 2020; and

·
the information in the Definitive Proxy Statement and the Supplement to Proxy Statement for our 2020 annual meeting filed with the SEC on
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April 1, 2020 and May 8, 2020, respectively, that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year
ended December 31, 2019.
Notwithstanding the foregoing, documents or portions thereof containing information furnished under Items 2.02 and 7.01 of any Current Report on
Form 8-K, including the related exhibits under Item 9.01, are not incorporated by reference into this prospectus supplement.
You may request a copy of any of these filings, at no cost, by request directed to us at the following address or telephone number:
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
(262) 879-5000
Attention: Secretary
You can also find these filings on our website at www.fiserv.com. We are not incorporating the information on our website other than these filings
into this prospectus supplement.

S-iii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference into this prospectus supplement and the
accompanying prospectus contain "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent,
contingency, future development or similar expression, and can generally be identified as forward-looking because they include words such as "believes,"
"anticipates," "expects," "could," "should" or words of similar meaning. Statements that describe our future plans, objectives or goals are also forward-
looking statements. The forward-looking statements included or incorporated by reference into this prospectus supplement and the accompanying
prospectus involve significant risks and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results to differ materially
from our current expectations. The factors that may affect our results include, among others, the following, many of which are, and will be amplified by the
COVID-19 pandemic: the duration and intensity of the COVID-19 pandemic; governmental and private sector responses to the COVID-19 pandemic and
the impact of such responses on us; the impact of the COVID-19 pandemic on our employees, clients, vendors, operations and sales; the possibility that we
may be unable to achieve expected synergies and operating efficiencies from the acquisition of First Data Corporation ("First Data") within the expected
time frames or at all or to successfully integrate the operations of First Data into our operations; such integration may be more difficult, time-consuming or
costly than expected; profitability following the transaction may be lower than expected, including due to unexpected costs, charges or expenses resulting
from the transaction; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than expected following the transaction; unforeseen risks relating to our liabilities or those of
First Data may exist; our ability to meet expectations regarding the accounting and tax treatments of the transaction; our ability to compete effectively
against new and existing competitors and to continue to introduce competitive new products and services on a timely, cost-effective basis; changes in
customer demand for our products and services; the ability of our technology to keep pace with a rapidly evolving marketplace; the successful management
of our merchant alliance program which involves several alliances not under our sole control; the impact of a security breach or operational failure on our
business including disruptions caused by other participants in the global financial system; the failure of our vendors and merchants to satisfy their
obligations; the successful management of credit and fraud risks in our business and merchant alliances; changes in local, regional, national and
international economic or political conditions and the impact they may have on us and our customers; the effect of proposed and enacted legislative and
regulatory actions affecting us or the financial services industry as a whole; our ability to comply with government regulations and applicable card
association and network rules; the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental
proceedings; our ability to successfully identify, complete and integrate acquisitions, and to realize the anticipated benefits associated with the same; the
impact of our strategic initiatives; our ability to attract and retain key personnel; volatility and disruptions in financial markets that may impact our ability
to access preferred sources of financing and the terms on which we are able to obtain financing or increase our costs of borrowing; adverse impacts from
currency exchange rates or currency controls; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2019, our
Quarterly Report on Form 10-Q for the three months ended March 31, 2020 and in other documents that we file with the Securities and Exchange
Commission. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such
statements, which speak only as of the date of this prospectus supplement or the date of the incorporated document. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after the date of this prospectus supplement.

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SUMMARY
This summary highlights information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus.
This summary may not contain all of the information that may be important to you. You should read this entire prospectus supplement, including the
"Risk Factors" section beginning on page S-8 of this prospectus supplement, the accompanying prospectus, the risk factors discussed in our most
recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q and the other information incorporated by reference
carefully before making a decision to invest in our notes.
Company Overview
Fiserv
We are a leading global provider of financial services technology. We are publicly traded on the NASDAQ Global Select Market and part of the
S&P 500 Index. We serve clients around the globe, including banks, credit unions, other financial institutions and merchants. We aspire to move
money and information in a way that moves the world by delivering superior value for our clients through leading technology, targeted innovation and
excellence in everything we do. We achieve this through active portfolio management of our businesses, enhancing the overall value of our existing
client relationships, improving operational effectiveness, being disciplined in our allocation of capital, and differentiating our products and services
through innovation. Our long-term priorities are to (i) deliver integration value from the First Data acquisition; (ii) continue to build high-quality
revenue while meeting our earnings goals; (iii) enhance client relationships with an emphasis on digital and payment solutions; and (iv) deliver
innovation and integration which enables differentiated value for our clients.
In 2019, we had approximately $10.2 billion in total revenue, $1.6 billion in operating income and $2.8 billion of net cash provided by
operating activities from continuing operations. In the first quarter of 2020, we had $3.77 billion in total revenue, $629 million in operating income
and $888 million of net cash provided by operating activities from continuing operations.
On July 29, 2019, we acquired First Data, a global leader in commerce-enabling technology and solutions for merchants, financial institutions
and card issuers. Effective for the three months ended March 31, 2020, we realigned our reportable segments to correspond with changes to our
operating model to reflect our new management structure and organizational responsibilities following the acquisition of First Data. Our new
reportable segments are: Merchant Acceptance ("Acceptance"), Financial Technology ("Fintech") and Payments and Network ("Payments").
Our principal executive offices are located at 255 Fiserv Drive, Brookfield, WI 53045, and our telephone number is (262) 879-5000.
Acceptance
The businesses in our Acceptance segment provide a wide range of products and services to merchants around the world, including
point-of-sale ("POS") merchant acquiring and e-commerce services, mobile payment services, security and fraud protection products, and our cloud-
based Clover® POS platform, which includes a marketplace for proprietary and third-party business applications. The products and services in the
global Acceptance businesses are distributed through a variety of channels, including through direct sales teams, strategic partnerships with indirect
non-bank sales forces, independent software

S-1
Table of Contents
vendors, and bank and non-bank partners in the form of joint venture alliances, revenue sharing alliances and referral agreements. Many merchants,
financial institutions and distribution partners within the Acceptance segment are also customers of our other segments.
Fintech
The businesses in our Fintech segment provide financial institutions around the world with the technology solutions they need to run their
operations, including an institution's general ledger and central information files and products and services that enable financial institutions to process
customer deposit and loan accounts. As a complement to the core account processing functionality, the businesses in the global Fintech segment also
provide digital banking, financial and risk management, cash management, professional services and consulting, item processing and source capture,
and other products and services that support numerous types of financial transactions. In addition, some 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 solutions from our other segments.
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Payments
The businesses in our Payments segment provide financial institutions and corporate clients around the world 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, security and fraud protection products, 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 global Payments segment businesses reflect a wide range of industries, including merchants,
distribution partners and financial institution customers in our other segments.
Corporate and Other
Corporate and Other supports the reporting segments above, and consists of amortization of acquisition-related intangible assets, unallocated
corporate expenses and other activities that are not considered when management evaluates segment performance, such as gains on sales of
businesses, costs associated with acquisition and divestiture activity, and our Output Solutions postage reimbursements. Corporate and Other also
includes the historical results of our Investment Services business, of which we sold a 60% controlling interest in February 2020, as well as certain
transition services revenue associated with various dispositions.
Recent Market Conditions
In December 2019, a novel strain of coronavirus ("COVID-19") was identified and has since continued to spread and negatively impact the
economy of the United States and other countries around the world. In March 2020, the World Health Organization recognized the COVID-19
outbreak as a pandemic. In response to the COVID-19 pandemic, the governments of many countries, states, cities and other geographic regions have
taken preventive or protective actions, such as travel restrictions and bans, quarantines, social distancing guidelines, shelter-in-place or lock-down
orders and other similar limitations. Accordingly, the COVID-19 pandemic has adversely impacted global economic activity and has contributed to
significant volatility in financial markets.

S-2
Table of Contents
Our operating performance is subject to global economic and market conditions, as well as their impacts on levels of consumer spending. As a
result of the COVID-19 pandemic and the related decline in global economic activity, we experienced a significant decrease in payments volume and
transactions during the last two weeks of March 2020 that negatively impacted our merchant acquiring and payment-related businesses, which earn
transaction-based fees, as well as modest declines in other businesses. The lower merchant acquiring and payment volumes continued into April
although volumes began to increase slightly at the end of the month as shelter in place restrictions were eased in certain geographies inside and
outside of the United States. Ultimately the extent of the impact of the COVID-19 pandemic on our future operational and financial performance will
depend on, among other matters, the duration and intensity of the COVID-19 pandemic; governmental and private sector responses and the impact of
such responses on us; and the impact of the pandemic on our employees, clients, vendors, operations and sales, all of which are uncertain and cannot
be predicted.
In response to the COVID-19 pandemic, we have taken several actions to manage discretionary costs including, among others, limiting third-
party spending and the temporary suspension of certain employee-related benefits, including company matching contributions to the Fiserv 401(k)
Savings Plan as well as the discount on shares purchased under the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan. In addition, we
are reassessing and deferring many capital expenditures that were originally planned for 2020. We will continue to monitor and assess developments
related to COVID-19 and implement appropriate actions to minimize the risk to our operations of any material adverse developments.
See "Risk Factors" beginning on page S-8 of this prospectus supplement and the risk factors incorporated by reference into this prospectus
supplement and the accompanying prospectus.

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The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see
"Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus.

Issuer
Fiserv, Inc.

Notes Offered
$1,000,000,000 aggregate principal amount of 2.250% Senior Notes due 2027 (the
"2027 notes"), and

$1,000,000,000 aggregate principal amount of 2.650% Senior Notes due 2030 (the

"2030 notes" and, together with the 2027 notes, the "notes").

The offering and sale of each series of notes is not conditioned on the sale of any other series

of notes.

Maturity Dates
Unless earlier redeemed or repurchased by us, the 2027 notes will mature on June 1,
2027 and the 2030 notes will mature on June 1, 2030.

Interest Rate
The 2027 notes will bear interest at 2.250% per year and the 2030 notes will bear interest
at 2.650% per year.

Interest Payment Dates
June 1 and December 1 of each year, beginning December 1, 2020.

Ranking
The notes will be:

·
our general unsecured obligations and will rank equally in right of payment with our

other unsecured senior indebtedness from time to time outstanding;

·
effectively subordinated to any secured indebtedness to the extent of the value of the

collateral securing such indebtedness; and

·
structurally subordinated in right of payment to all indebtedness and other liabilities

and preferred equity of any of our subsidiaries.

As of March 31, 2020, we had outstanding approximately $20.7 billion of unsecured senior
indebtedness. Also at that date, we had approximately $13 million of secured indebtedness

(consisting solely of financing leases outstanding), and our subsidiaries had $1.3 billion of
indebtedness to third parties, including $500 million of secured indebtedness outstanding
under the receivables securitization facility, and had issued no preferred equity.

S-4
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Optional Redemption
The notes will be redeemable, at our option, in whole or in part, at any time and from time
to time at the applicable redemption price described in "Description of the Notes--Optional
Redemption."

Offer to Repurchase Upon Change of Control Triggering Upon the occurrence of a change of control triggering event (including certain ratings
Event
downgrades) as provided in the indenture, we will be required to offer to repurchase the
notes for cash at a price of 101% of the aggregate principal amount of the notes outstanding
on the date of such change of control triggering event plus accrued and unpaid interest.

Optional Tax Redemption
The notes will be redeemable, at our option, in whole but not in part, at the applicable
redemption price described in this prospectus supplement if certain tax events occur as
described in "Description of the Notes--Optional Tax Redemption." The optional tax
redemption provision will only apply in circumstances where our obligations have been
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assumed by an entity organized outside the United Stated pursuant to the covenant described
in "Description of the Notes--Merger, Consolidation and Sale of Assets."

Covenants
The indenture governing the notes contains covenants that, among other matters, limit:

·
our ability to consolidate or merge into, or convey, transfer or lease all or substantially

all of our properties and assets to, another person;

·
our and certain of our subsidiaries' ability to create or assume liens; and

·
our and certain of our subsidiaries' ability to engage in sale and leaseback transactions.

These covenants are subject to important exceptions and qualifications, which are described

under the heading "Description of the Notes--Covenants" in this prospectus supplement.

Use of Proceeds
We estimate that we will receive net proceeds from this offering of approximately $1.98
billion, after deducting the underwriting discounts and estimated offering expenses payable
by us. We intend to use the net proceeds from this offering for general corporate purposes,
including to repay our 2.7% Senior Notes due June 1, 2020 (the "Senior Notes due 2020")
and amounts outstanding under our revolving credit facility. See "Use of Proceeds."

The offering and sale of each series of notes is not conditioned on the sale of any other series

of notes.

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Table of Contents
Conflicts of Interest
Affiliates of certain of the underwriters may be holders of our senior notes, including the
Senior Notes due 2020 or lenders under our revolving credit facility or other of our or our
subsidiaries' facilities and may receive a portion of any part of the proceeds of this offering
that is used to repay the Senior Notes due 2020, or borrowings under our revolving credit
facility or our or our subsidiaries' other debt facilities. Because more than 5% of the net
proceeds of this offering may be received by affiliates of certain of these underwriters, this
offering is being conducted in compliance with FINRA Rule 5121. See "Underwriting
(Conflicts of Interest)--Conflicts of Interest" in this prospectus supplement.

Form and Denomination
The notes will be issued in fully registered form in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

Trustee, Registrar and Paying Agent
U.S. Bank National Association.

Absence of Market for the Notes
Each series of the notes is a new issue of securities with no established trading market. We
currently have no intention to apply to list the notes on any securities exchange or to seek
their admission to trading on any automated quotation system. Accordingly, we cannot
provide any assurance as to the development or liquidity of any market for the notes.

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Summary Fiserv Consolidated Financial Information
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The summary consolidated financial information below was derived from our consolidated financial statements. The information set forth below
is qualified in its entirety by, and should be read in conjunction with, our "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and our consolidated financial statements and related notes incorporated by reference into this prospectus supplement and the
accompanying prospectus. The summary consolidated financial information presented below has been affected by acquisitions and dispositions,
including our recent acquisition of First Data, transactional gains recorded by Fiserv's unconsolidated affiliates, debt extinguishment and refinancing
activities, the tax effects related to share-based payment awards and by the Tax Cuts and Jobs Act enacted in December 2017. See the section entitled
"Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.

Three Months Ended

March 31,

Year Ended December 31,

2020
2019
2019
2018
2017
(In millions)

(unaudited)

(audited)

Income Statement Data(1):

Total revenue

$ 3,769
$ 1,502
$ 10,187
$ 5,823
$ 5,696
Operating income

629

373

1,609

1,753

1,532
Income from continuing operations

377

225

914

1,187

1,232
Income from discontinued operations, net of income taxes

--

--

--

--

14
Net income attributable to Fiserv, Inc.

392

225

893

1,187

1,246

(1)
The unaudited interim period financial information for the three months ended March 31, 2020 and 2019, in our opinion, includes all
adjustments, which are normal and recurring in nature, necessary for a fair presentation for the periods shown. Results for the three months
ended March 31, 2020 are not necessarily indicative of results to be expected for the full fiscal year.

As of March 31,
As of December 31,

2020

2019

2018

(In millions)

(unaudited)

(audited)

Balance Sheet Data(1):

Cash and cash equivalents

$
896
$
893
$
415
Total assets

72,598
77,539
11,262
Total debt

21,968
21,899
5,959
Total Fiserv, Inc. shareholders' equity
32,

31,843

979
2,293

(1)
The unaudited interim period financial information as of March 31, 2020, in our opinion, includes all adjustments, which are normal and
recurring in nature, necessary for a fair presentation for the period shown. Amounts as of March 31, 2020 are not necessarily indicative of
amounts to be expected at the end of the fiscal year.

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RISK FACTORS
Investing in the notes involves risks. Before you invest in the notes, you should carefully consider the factors set forth below and the information
included elsewhere in this prospectus supplement, the accompanying prospectus and the risk factors discussed in our most recent Annual Report on Form
10-K and our most recent Quarterly Report on Form 10-Q and the other documents we file with the SEC that are incorporated by reference herein and
therein. See "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus. We also urge you to consider
carefully the factors set forth under the heading "Forward-Looking Statements" in this prospectus supplement.
Risks Related to Fiserv's Business
See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2020, for a discussion of certain risks related to Fiserv's business, including with respect to the COVID-19 pandemic. See
"Where You Can Find More Information."
Risks Related to the Notes
Our financial and operating performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control. Please read this
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prospectus supplement and the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus, including the portions of our most recent Annual Report on Form 10-K and Quarterly Report on 10-Q entitled "Risk Factors"
for a discussion of some of the factors that could affect our financial and operating performance.
An increase in market rates could result in a decrease in the value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value. Consequently, if you purchase the notes and
market interest rates increase, the market value of your notes may decline. The rates for U.S. dollar treasury securities are very low from a historical
perspective. These rates are a reference point for the pricing and yields of U.S. dollar-denominated debt securities. We cannot predict the future level of
market interest rates.
There may be no public trading markets for the notes.
The notes are new issues of securities for which there are currently no established trading markets. Markets for the notes may not develop or, if any
do develop, they may not be maintained. If markets develop, the notes could trade at prices that may be higher or lower than the initial offering prices or
the prices at which you purchased the notes, depending on many factors, including prevailing interest rates, our financial performance, the amount of
indebtedness we have outstanding, the markets for similar securities, the redemption and repayment features of the notes and the time remaining to
maturity of the notes. We have not applied and do not intend to apply for listing the notes on any securities exchange or any automated quotation system. If
active markets for the notes fail to develop or be sustained, the trading prices and liquidity of the notes could be adversely affected.
Recent volatility in the debt markets could adversely affect the market value of the notes.
The market value for the notes depends on many factors, including:

·
our credit ratings with major credit rating agencies;

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·
the prevailing interest rates being paid by, or the market price for the notes issued by, other companies similar to us;

·
our financial condition, financial performance and future prospects; and

·
the overall condition of the financial markets.
Disruptions in the financial markets and changes in prevailing interest rates, such as the volatility that has characterized recent market conditions,
could have an adverse effect on the market value of the notes. In addition, as a result of such volatility, certain of our existing debt securities have recently
traded at levels below par.
We may not be able to repurchase all of the notes upon a change of control triggering event, which would result in a default under the notes.
Upon the occurrence of a change of control triggering event under the indenture governing the notes, we will be required to offer to repurchase the
notes at a price of 101% of the aggregate principal amount of the notes outstanding on the date of such change of control triggering event plus accrued and
unpaid interest. However, we may not have sufficient funds to repurchase the notes. In addition, our ability to repurchase the notes may be limited by law
or the terms of other agreements relating to our indebtedness. The failure to make such repurchase would result in a default under the notes. For more
information, see "Description of the Notes--Purchase of Notes upon a Change of Control Triggering Event."
The limited covenants in the indenture governing the notes and the terms of the notes do not provide protection against some types of important
corporate events and may not protect your investment.
The indenture governing the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not

protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

·
limit our ability to incur indebtedness that is equal in right of payment to the notes;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our

subsidiaries;

·
restrict our ability to repurchase or prepay our securities; or

·
restrict our or our subsidiaries' ability to make investments or to repurchase or pay dividends or make other payments in respect of our

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