Forward-Looking Statements

This quarterly report contains "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future development or similar expression, and can generally be identified as forward-looking because they include words such as "believes," "anticipates," "expects," "could," "should" or words of similar meaning. Statements that describe our objectives or goals are also forward-looking statements. The forward-looking statements in this report involve significant risks and uncertainties, and a number of factors, both foreseen and unforeseen, that could cause actual results to differ materially from our current expectations. The factors that may affect our results include, among others: the impact on our business of the current state of the economy, including the risk of reduction in revenue resulting from the elimination of existing or potential clients due to consolidation or financial failures in the financial services industry or from decreased spending on the products and services we offer; our ability to complete, and the timing of and the proceeds from, the sale of the remainder of the Fiserv ISS business, including the risk that the conditions to the completion of the transaction may not be satisfied or the remaining required regulatory approvals may not be obtained timely or at all; our ability to complete, and the timing of and the proceeds from, the sale of Fiserv LFS; our ability to successfully integrate CheckFree's operations; changes in client demand for our products or services; pricing or other actions by competitors; the potential impact of our Fiserv 2.0 initiatives; our ability to comply with government regulations, including privacy regulations; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2008 and in other documents that we file with the Securities and Exchange Commission. We urge you to consider these factors carefully in evaluating forward-looking statements and caution you not to place undue reliance upon forward-looking statements, which speak only as of the date of this report. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

Overview

We provide integrated information management and electronic commerce systems and services, including transaction processing, electronic bill payment and presentment, business process outsourcing, document distribution services, and software and systems solutions. Our operations are primarily in the United States and are comprised of our Financial Institution Services ("Financial") segment, Payments and Industry Products ("Payments") segment and Corporate and Other segment. The Financial segment provides banks, thrifts and credit unions with account processing services, item processing services, loan origination and servicing products, cash management and consulting services, and other products and services that support numerous types of financial transactions. The Payments segment provides products and services that address a range of technology needs for the financial services industry, including: Internet banking, electronic bill payment, electronic funds transfer and debit processing, fraud and risk management capabilities, card and print personalization services, check imaging and investment account processing services for separately managed accounts. The Corporate and Other segment primarily consists of unallocated corporate overhead expenses, amortization of acquisition-related intangible assets and intercompany eliminations.

On September 28, 2009, we signed a definitive agreement to sell our Loan Fulfillment Solutions business ("Fiserv LFS"). The transaction is expected to close in the fourth quarter of 2009. The financial results of Fiserv LFS are included in discontinued operations for all periods presented. In July 2008, we completed the sale of a 51% interest in substantially all of the businesses in the Insurance Services segment ("Fiserv Insurance"). As a result of this transaction, the revenues and expenses of Fiserv Insurance (now known as StoneRiver) are no longer included in our consolidated revenues, expenses and operating income beginning July 15, 2008, but they are included in all prior periods.

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

• Recent accounting pronouncements. This section provides a discussion of recent accounting pronouncements that may impact our results of operations and financial condition in the future.

• Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our outstanding debt as of September 30, 2009.

Recent Accounting Pronouncements

See Note 2 to the accompanying unaudited condensed consolidated financial statements for a description of recent accounting pronouncements, including the anticipated adoption dates, which is incorporated herein by reference.

Results of Operations

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



                                                              Three Months Ended September 30,
                                                                    Percentage of
                                                                     Revenue (1)             Increase (Decrease)
(In millions)                             2009        2008        2009        2008            $                %
Revenues:
Processing and services                   $ 826      $   832       83.3 %      80.2 %     $      (6 )            (1 )%
Product                                     166          206       16.7 %      19.8 %           (40 )           (19 )%

Total revenues                              992        1,038      100.0 %     100.0 %           (46 )            (4 )%

Expenses:
Cost of processing and services             453          460       54.8 %      55.3 %            (7 )            (2 )%
Cost of product                             126          162       75.9 %      78.6 %           (36 )           (22 )%

Sub-total                                   579          622       58.4 %      59.9 %           (43 )            (7 )%
Selling, general and administrative         182          199       18.3 %      19.2 %           (17 )            (9 )%

Total expenses                              761          821       76.7 %      79.1 %           (60 )            (7 )%

Operating income                            231          217       23.3 %      20.9 %            14               6 %
Interest expense, net                       (52 )        (57 )     (5.2 )%     (5.5 )%           (5 )            (9 )%
Gain on sale of businesses                   -            19        0.0 %       1.8 %           (19 )          (100 )%

Income from continuing operations
before income taxes and income from
investment in unconsolidated affiliate    $ 179      $   179       18.0 %      17.2 %     $      -               -

                                                                Nine Months Ended September 30,
                                                                       Percentage of
                                                                        Revenue (1)            Increase (Decrease)
(In millions)                               2009         2008        2009        2008            $               %
Revenues:
Processing and services                    $ 2,485      $ 2,633       82.4 %      74.2 %     $     (148 )         (6 )%
Product                                        530          914       17.6 %      25.8 %           (384 )        (42 )%

Total revenues                               3,015        3,547      100.0 %     100.0 %           (532 )        (15 )%

Expenses:
Cost of processing and services              1,376        1,489       55.4 %      56.6 %           (113 )         (8 )%
Cost of product                                393          765       74.2 %      83.7 %           (372 )        (49 )%

Sub-total                                    1,769        2,254       58.7 %      63.5 %           (485 )        (22 )%
Selling, general and administrative            556          615       18.4 %      17.3 %            (59 )        (10 )%

Total expenses                               2,325        2,869       77.1 %      80.9 %           (544 )        (19 )%

Operating income                               690          678       22.9 %      19.1 %             12            2 %
Interest expense, net                         (161 )       (187 )     (5.3 )%     (5.3 )%           (26 )        (14 )%
Gain on sale of businesses                      -            19        0.0 %       0.5 %            (19 )       (100 )%

Income from continuing operations before
income taxes and income from investment
in unconsolidated affiliate                $   529      $   510       17.5 %      14.4 %     $       19            4 %

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

Total Revenues



                                                               Three Months Ended September 30,
                                                                                                Corporate
(In millions)                           Financial          Payments          Insurance          and Other         Total

Total revenues:
2009                                   $       475        $      522        $        -         $        (5 )     $   992
2008                                           484               529                 33                 (8 )       1,038

Revenue growth (decline)               $        (9 )      $       (7 )      $       (33 )      $         3       $   (46 )
Revenue growth (decline) percentage             (2 )%             (1 )%            (100 )%                            (4 )%

                                                                Nine Months Ended September 30,
                                                                                                Corporate
(In millions)                           Financial          Payments          Insurance          and Other         Total

Total revenues:
2009                                   $     1,445        $    1,591        $        -         $       (21 )     $ 3,015
2008                                         1,502             1,572                513                (40 )       3,547

Revenue growth (decline)               $       (57 )      $       19        $      (513 )      $        19       $  (532 )
Revenue growth (decline) percentage             (4 )%              1 %             (100 )%                           (15 )%

Total revenues decreased $46 million, or 4%, in the third quarter of 2009 and $532 million, or 15%, in the first nine months of 2009 compared to 2008. These decreases were primarily due to our sale of a 51% interest in Fiserv Insurance in July 2008, which resulted in decreases in total revenues of $33 million, or 3%, in the third quarter and $513 million, or 14%, in the first nine months of 2009. As a result of this transaction, the revenues of Fiserv Insurance are no longer included in our

consolidated revenues beginning July 15, 2008, but they are included for all prior periods. Revenues from acquired companies contributed approximately $7 million and $20 million to revenues in the third quarter and first nine months of 2009, respectively.

Revenues in our Financial segment decreased $9 million, or 2%, and $57 million, or 4%, in the third quarter and first nine months of 2009, respectively, compared to 2008. Year to date revenues in this segment were negatively impacted by 2 percentage points, or $28 million, due to contract termination fee revenues which declined from $34 million in 2008 to $6 million in 2009. Contract termination fee revenues were $2 million in both the third quarter of 2009 and 2008. Businesses in our Financial segment generally enter into three to five year contracts with clients that contain early contract termination fees. These fees are primarily generated when an existing client is acquired by another financial institution and can vary significantly from period to period based on the number and size of clients that are acquired and how early in the contract term a contract is terminated. Revenues in our Financial segment during both the three and nine month periods ended September 30, 2009 were also negatively impacted by declines in software license revenues and related professional services and unfavorable foreign currency fluctuations in relation to the U.S. dollar.

Revenues in our Payments segment decreased $7 million, or 1%, in the third quarter of 2009 and increased $19 million, or 1%, in the first nine months of 2009 compared to 2008. Revenues in the three and nine month periods ended September 30, 2009 increased due to new clients and increased transaction volumes from existing clients in our electronic payments businesses, including our bill payment and electronic funds transfer businesses. In the third quarter of 2009, these increases were more than offset by a $16 million decline in product revenue due primarily to lower software license revenues and continued revenue declines in our investment services business from a reduction in the number of accounts processed as a result of the volatility in the U.S. equity markets.

Total Expenses

Total expenses decreased $60 million, or 7%, in the third quarter of 2009 and $544 million, or 19%, in the first nine months of 2009 compared to 2008. These decreases were primarily due to our sale of a 51% interest in Fiserv Insurance in July 2008, which resulted in decreases in total expenses of $30 million, or 4%, in the third quarter and $469 million, or 16%, in the first nine months of 2009.

Cost of processing and services as a percentage of processing and services revenue decreased to 54.8% in the third quarter of 2009 and 55.4% in the first nine months of 2009 from 55.3% and 56.6%, respectively, in the comparable periods in 2008. These decreases were primarily due to overall improvements in operating efficiencies as a result of improved business mix and the implementation of strategic initiatives that have lowered our overall cost structure.

Cost of product as a percentage of product revenue decreased to 75.9% in the third quarter of 2009 and 74.2% in the first nine months of 2009 from 78.6% and 83.7%, respectively, in the comparable periods in 2008. These decreases were primarily due to our sale of a 51% interest in Fiserv Insurance, which generated historical overall operating margins of less than 10 percent primarily due to the inclusion of prescription product costs in both product revenues and cost of product. Prescription product costs totaled $20 million and $312 million in the third quarter and the first nine months of 2008, respectively, compared to no such costs in 2009.

Selling, general and administrative ("SG&A") expenses decreased $17 million, or 9%, in the third quarter of 2009 and $59 million, or 10%, in the first nine months of 2009 compared to 2008. The year to date decrease was primarily due to our sale of a 51% interest in Fiserv Insurance which resulted in a $36 million decrease in the first nine months of 2009. In addition, SG&A expenses in the three and nine month periods ended September 30, 2009 decreased due to lower merger costs associated with our acquisition of CheckFree Corporation ("CheckFree"), and the implementation of initiatives to reduce discretionary expenses. Partially offsetting the decrease in SG&A expenses in the first nine months of 2009 were $15 million of employee severance and related expenses associated with a reduction in force that we recorded in the first quarter of 2009.

Operating Income and Operating Margin



                                                              Three Months Ended September 30,
                                                                                              Corporate
(In millions)                           Financial         Payments         Insurance          and Other        Total

Operating income:
2009                                   $       141       $      151       $        -         $       (61 )     $  231
2008                                           129              148                 3                (63 )        217

Operating income growth (decline)      $        12       $        3       $        (3 )      $         2       $   14
Operating income growth (decline)
percentage                                       9 %              2 %            (100 )%                            6 %

Operating margin:
2009                                          29.6 %           28.8 %              -                             23.3 %
2008                                          26.5 %           28.1 %             8.6 %                          20.9 %

Operating margin growth (1)                    3.1 %            0.7 %                                             2.4 %

                                                              Nine Months Ended September 30,
                                                                                              Corporate
(In millions)                           Financial         Payments         Insurance          and Other        Total

Operating income:
2009                                   $       428       $      453       $        -         $      (191 )     $  690
2008                                           410              422                44               (198 )        678

Operating income growth (decline)      $        18       $       31       $       (44 )      $         7       $   12
Operating income growth (decline)
percentage                                       4 %              7 %            (100 )%                            2 %

Operating margin:
2009                                          29.6 %           28.5 %              -                             22.9 %
2008                                          27.3 %           26.9 %             8.7 %                          19.1 %

Operating margin growth (1)                    2.3 %            1.6 %                                             3.8 %

(1) Represents the percentage point improvement in operating margin.

Total operating income increased $14 million, or 6%, in the third quarter of 2009 and $12 million, or 2%, in the first nine months of 2009 compared to 2008. The sale of a 51% interest in Fiserv Insurance negatively impacted operating income and resulted in a decrease of $44 million, or 6% of total operating income, in the first nine months of 2009. Operating margin increased 240 basis points to 23.3% in the third quarter and increased 380 basis points to 22.9% in the first nine months of 2009 compared to 2008. The operating income and operating margin growth was due to strong operating margin expansion in both of our operating segments, implementation of strategic initiatives that continue to lower our overall cost structure, and the sale of a 51% interest in Fiserv Insurance, which historically generated lower operating margins.

Operating income in our Financial segment increased $12 million in the third quarter of 2009 and $18 million in the first nine months of 2009 compared to 2008. Operating margin increased 310 basis points to 29.6% in the third quarter and increased 230 basis points to 29.6% in the first nine months of 2009 compared to 2008. The improvements in operating income and operating margin were primarily due to overall improvements in operating efficiencies, improved business mix, and revenue growth and scale efficiencies in our bank and credit union account processing businesses. The operating income and operating margin growth was greater in the third quarter of 2009 than in the first six months of 2009 due primarily to the negative impact of a $28 million decrease in higher-margin contract termination fee revenues in the first six months of 2009.

Operating income in our Payments segment increased $3 million in the third quarter of 2009 and $31 million in the first nine months of 2009 compared to 2008. Operating margin improved 70 basis points to 28.8% in the third quarter and 160

basis points to 28.5% in the first nine months of 2009 compared to 2008. The increases in operating income and operating margin in the first nine months of 2009 resulted primarily from cost savings associated with our acquisition of CheckFree and growth in higher-margin revenues resulting in improved operating leverage and scale efficiencies in our transaction processing electronic payments businesses. In addition, operating income and operating margin growth in the third quarter of 2009 was lower than in the first nine months of 2009 due primarily to a $16 million decrease in product revenues driven by lower software license revenues in the third quarter.

The operating loss in our Corporate and Other segment decreased $2 million in the third quarter of 2009 and $7 million in the first nine months of 2009 compared to 2008. These decreases were primarily due to a decline in merger and integration items associated with our acquisition of CheckFree, partially offset by $15 million of employee severance and related expenses recorded in the first quarter of 2009 and increased spending for several company-wide strategic initiatives in 2009.

Interest Expense, Net

Interest expense decreased $5 million, or 9%, in the third quarter of 2009 and $26 million, or 14%, in the first nine months of 2009 compared to 2008. These decreases were primarily due to decreases in total outstanding borrowings during the third quarter and first nine months of 2009 compared to the same periods in 2008.

Gain on Sale of Businesses

In the third quarter of 2008, we recognized a $19 million pre-tax gain on our sale of a 51% interest in Fiserv Insurance.

Income Tax Provision

The income tax provision decreased $47 million from $107 million in the third quarter of 2008 to $60 million in the third quarter of 2009 and decreased $41 million from $235 million in the first nine months of 2008 to $194 million in the first nine months of 2009 due primarily to income taxes associated with our sale of a 51% interest in Fiserv Insurance in 2008 and the positive impact of a tax settlement in the third quarter of 2009. The significant items impacting our effective income tax rates for continuing operations were as follows:

                                                Three Months Ended             Nine Months Ended
                                                   September 30,                 September 30,
                                               2009             2008          2009            2008
Statutory federal, state and foreign
income tax provisions, net                      37.6 %           38.7 %        38.0 %         38.6 %
Sale of Fiserv Insurance (1)                      -              20.9 %          -             7.3 %
Tax settlement (2)                              (3.9 )%            -           (1.3 )%          -

Effective income tax rate                       33.7 %           59.6 %        36.7 %         45.9 %

(1) Represents a $44 million income tax provision related to our 2008 sale of a 51% interest in Fiserv Insurance.

(2) Represents a $7 million income tax benefit recognized in conjunction with the final settlement of a CheckFree purchase accounting income tax reserve.

Income from Investment in Unconsolidated Affiliate

Due to our sale of a 51% interest in Fiserv Insurance in July 2008, we record our share of Fiserv Insurance's net income, $5 million in the third quarter of 2009 and $10 million in the first nine months of 2009, as income from investment in unconsolidated affiliate.

Income (Loss) from Discontinued Operations

Income (loss) from discontinued operations was $(9) million and $3 million in the third quarter of 2009 and 2008, respectively, and $13 million and $229 million in the first nine months of 2009 and 2008, respectively. Income from discontinued operations in the first nine months of 2009 included an after-tax gain of $25 million related to the final contingent purchase price payment we received in connection with the sale of a portion of Fiserv ISS. Income from discontinued operations in the third quarter and first nine months of 2008 included after-tax gains of $7 million and $239 million, respectively, primarily related to the sales of Fiserv Health and a portion of Fiserv ISS.

Net Income (Loss) Per Share - Diluted

Net income per share-diluted was $0.74 and $0.48 in the third quarter of 2009 and 2008, respectively, and $2.30 and $3.08 in the first nine months of 2009 and 2008, respectively. Net income per share-diluted from continuing operations increased from $0.46 and $1.69 in the third quarter and first nine months of 2008, respectively, to $0.79 and $2.21 in the third quarter and first nine months of 2009, respectively, due primarily to a $0.15 per share after-tax loss from the sale of a 51% interest in Fiserv Insurance recognized in the third quarter of 2008 and improved operating results in 2009. Net income (loss) per share-diluted from discontinued operations decreased from income of $0.02 in the third quarter of 2008 to a loss of $0.05 in the third quarter of 2009. Net income per share-diluted from discontinued operations decreased from $1.38 in the first nine months of 2008 to $0.09 in the first nine months of 2009 due primarily to gains on the sale of businesses in 2008.

Liquidity and Capital Resources

General

Our primary liquidity needs are: (i) to fund normal operating expenses; (ii) to meet the principal and interest requirements of our outstanding indebtedness; and (iii) to fund capital expenditures and operating lease payments. We believe these needs will be satisfied using cash flows generated by operations, our cash . . .