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, 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 required regulatory approvals may not be obtained timely or at all; 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. 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 are no longer included in our consolidated revenues, expenses and operating income beginning July 15, 2008, but they are included for 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:

• Results of operations. This section contains an analysis of our results of operations presented in the accompanying unaudited condensed consolidated statements of income by comparing the results for the three-month period ended March 31, 2009 to the results for the three-month period ended March 31, 2008.

• Liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our outstanding debt as of March 31, 2009.

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 March 31,
                                                                     Percentage of
                                                                      Revenue (1)           Increase (Decrease)
(In millions)                                2009        2008       2009       2008            $              %
Revenues:
Processing and services                     $   852     $   943      81.6 %     72.2 %    $       (91 )        (10 )%
Product                                         192         363      18.4 %     27.8 %           (171 )        (47 )%

Total revenues                                1,044       1,306     100.0 %    100.0 %           (262 )        (20 )%

Expenses:
Cost of processing and services                 483         558      56.7 %     59.2 %            (75 )        (13 )%
Cost of product                                 142         307      74.0 %     84.6 %           (165 )        (54 )%

Sub-total                                       625         865      59.9 %     66.2 %           (240 )        (28 )%
Selling, general and administrative             201         211      19.3 %     16.2 %            (10 )         (5 )%

Total expenses                                  826       1,076      79.1 %     82.4 %           (250 )        (23 )%

Operating income                                218         230      20.9 %     17.6 %            (12 )         (5 )%
Interest expense, net                           (54 )       (69 )    (5.2 )%    (5.3 )%           (15 )        (22 )%

Income from continuing operations before
income taxes and income from investment
in unconsolidated affiliate                 $   164     $   161      15.7 %     12.3 %    $         3            2 %

(1) Each percentage of revenue is calculated as the relevant revenue, expense or income 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 March 31,
                                                                                               Corporate
(In millions)                            Financial         Payments         Insurance          and Other         Total
Total revenues:
2009                                    $       509        $     544       $        -         $        (9 )     $ 1,044
2008                                            549              529               245                (17 )       1,306

Revenue growth (decline)                $       (40 )      $      15       $      (245 )      $         8       $  (262 )
Revenue growth (decline) percentage              (7 )%             3 %            (100 )%                           (20 )%

Total revenues decreased $262 million, or 20%, in the first quarter of 2009 compared to 2008, primarily due to our sale of a 51% interest in Fiserv Insurance in July 2008 which resulted in a $245 million, or 19%, decrease in total revenues compared to 2008. 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 to 2009 revenues.

Revenues in our Financial segment decreased $40 million, or 7%, in the first quarter of 2009 compared to 2008. Revenues in the segment declined by 3 percentage points due primarily to the significant downturn in the U.S. mortgage markets which resulted in a

decline in home equity processing revenues of $19 million in 2009 from $42 million in 2008 to $23 million in 2009. In addition, segment revenues decreased by another 3 percentage points due to a $14 million decline in contract termination fee revenue from $15 million in 2008 to $1 million in 2009. 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 Payments segment increased $15 million, or 3%, in the first quarter of 2009 compared to 2008. This increase was primarily driven by new clients and increased transaction volumes from existing clients in our electronic payments businesses, including our bill payment and electronic funds transfer businesses, along with strong growth in our output solutions business, including pass-through postage revenue.

Total Expenses

Total expenses decreased $250 million, or 23%, in the first quarter of 2009 compared to 2008. This decrease was primarily due to our sale of a 51% interest in Fiserv Insurance in July 2008 which resulted in a $227 million, or 21%, decrease in total expenses compared to 2008.

Cost of processing and services as a percentage of processing and services revenue decreased to 56.7% in the first quarter of 2009 from 59.2% in the comparable period in 2008. This decrease was primarily due to overall improvements in operating efficiencies as a result of improved business mix, reductions of variable expenses in businesses, such as home equity processing, that have been negatively impacted by market conditions and the implementation of strategic initiatives that continue to lower our overall cost structure.

Cost of product as a percentage of product revenue decreased to 74.0% in the first quarter of 2009 from 84.6% in the first quarter of 2008. This decrease was primarily due to our sale of a 51% interest in Fiserv Insurance, which generated historical overall operating margins of less than 10 percent, due primarily to the inclusion of prescription product costs in both product revenues and cost of product. Prescription product costs totaled $152 million in the first quarter of 2008 compared to no such costs in the first quarter of 2009.

Selling, general and administrative expenses decreased $10 million in the first quarter of 2009 compared to 2008. This decrease was primarily due to an $18 million decrease resulting from our sale of a 51% interest in Fiserv Insurance and was partially offset by $15 million of employee severance and related expenses associated with an announced reduction in force of approximately 700 employees, or 3.5% of our total workforce, in the first quarter of 2009.

Operating Income and Operating Margin



                                                               Three Months Ended March 31,
                                                                                             Corporate
(In millions)                            Financial         Payments        Insurance         and Other       Total
Operating income:
2009                                    $       137       $      155      $        -        $       (74 )    $  218
2008                                            138              140               18               (66 )       230

Operating income growth (decline)       $        (1 )     $       15      $       (18 )     $        (8 )    $  (12 )
Operating income growth (decline)
percentage                                       (1 )%            11 %           (100 )%                         (5 )%

Operating margin:
2009                                           27.0 %           28.5 %             -                           20.9 %
2008                                           25.2 %           26.5 %            7.8 %                        17.6 %
Operating margin growth (1)                     1.8 %            2.0 %                                          3.3 %

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

Total operating income decreased $12 million, or 5%, in the first quarter of 2009 compared to 2008 due primarily to the sale of a 51% interest in Fiserv Insurance which resulted in an $18 million decrease in operating income, or 8% of total operating income, in the first quarter of 2009. Operating margin increased 330 basis points in the first quarter of 2009, to 20.9%, from 17.6% in the comparable period in 2008 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 our sale of a 51% interest in Fiserv Insurance which historically generated lower operating margins.

Operating income in our Financial segment decreased $1 million, or 1%, in the first quarter of 2009 compared to 2008. Operating margin increased 180 basis points in the first quarter of 2009 to 27.0% from 25.2% in the comparable period in 2008. The improvement in operating margin was primarily due to overall improvements in operating efficiencies and improved business mix. In addition, operating margin was favorably impacted by revenue growth and scale efficiencies in our bank and credit union account processing businesses and significant decreases in expenses in our home equity processing business, partially offset by the negative impact of a decrease in higher-margin contract termination fees.

Operating income in our Payments segment increased $15 million, or 11%, in the first quarter of 2009 compared to 2008. Operating margin improved 200 basis points to 28.5% in the first quarter of 2009 from 26.5% in the comparable period in 2008. The increases in operating income and operating margin in our Payments segment resulted primarily from synergy cost savings associated with our acquisition of CheckFree Corporation ("CheckFree"), improved operating leverage and scale efficiencies in our transaction processing electronic payments businesses and strong operating leverage in our output solutions business.

The operating loss in our Corporate and Other segment increased $8 million in the first quarter of 2009 compared to 2008. This increase was primarily due to $15 million of employee severance and related expenses recorded in the first quarter of 2009, partially offset by a $9 million decrease in merger and integration items associated with our acquisition of CheckFree.

Interest Expense, Net

Interest expense decreased $15 million to $54 million in the first quarter of 2009 compared to $69 million in 2008. This decrease was primarily due to decreases in total outstanding borrowings and interest rates during the first quarter of 2009 compared to the same period in 2008.

Income Tax Provision

The effective income tax rate for continuing operations was 38.2% and 38.5% in the first quarter of 2009 and 2008, respectively.

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, $1 million in the first quarter of 2009, as income from investment in unconsolidated affiliate.

Discontinued Operations

Income from discontinued operations was $1 million and $230 million in the first quarter of 2009 and 2008, respectively. Income from discontinued operations for the first quarter of 2008 includes after-tax gains on sale of $231 million, primarily related to the sales of Fiserv Health and a portion of Fiserv ISS.

Net Income Per Share - Diluted

Net income per share-diluted was $0.66 and $1.99 in the first quarter of 2009 and 2008, respectively. Net income per share-diluted from continuing operations was $0.65 and $0.60 in the first quarter of 2009 and 2008, respectively. Net income per share-diluted from continuing operations in the first quarter of 2009 was negatively impacted by $0.06 per share for employee severance and related expenses recorded in the first quarter of 2009, partially offset by a $0.03 per share positive impact due to a decrease in merger and integration items associated with our acquisition of CheckFree. Net income per share-diluted from discontinued operations decreased from $1.39 in the first quarter of 2008 to $0.01 in 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 and cash equivalents at March 31, 2009 of $312 million and available borrowings under our revolving credit facility of $900 million.

                                                    Three Months Ended
                                                        March 31,             Increase (Decrease)
(In millions)                                       2009         2008          $                %
Income from continuing operations                 $     102    $      99   $       3
Depreciation and amortization                            84           89          (5 )
Share-based compensation                                 11            8           3
Net changes in working capital and other                 27           23           4

Operating cash flow                               $     224    $     219   $       5                2 %

Capital expenditures                              $      45    $      50   $      (5 )            (10 )%

Our net cash provided by operating activities from continuing operations, or operating cash flow, was $224 million in the first quarter of 2009, an increase of 2% compared with $219 million in 2008. Our current policy is to use our operating cash flow primarily to repay debt and fund capital expenditures, rather than to pay dividends. Our capital expenditures decreased $5 million to $45 million in the first quarter of 2009 as compared to the first quarter of 2008. Our capital expenditures were less than 5% of total revenues in the first quarter of 2009 and 2008.

Share Repurchases

On July 2, 2008, we announced that our board of directors authorized the repurchase of up to 10 million shares of our common stock. Shares repurchased are generally held for issuance in connection with our equity plans. In the first quarter of 2009, we purchased $25 million of our common stock and have 0.5 million shares remaining under our existing authorization as of March 31, 2009.

Indebtedness



                                                      March 31,    December 31,
     (In millions)                                      2009           2008
     Long-term debt (including current maturities)   $     4,007   $       4,105

In the first quarter of 2009, we used a portion of our operating cash flow to repay long-term debt of approximately $100 million, which reduced our outstanding debt (including current maturities) to $4.0 billion at March 31, 2009. Our long-term debt currently consists primarily of $2.25 billion under our unsecured senior term loan facility and $1.75 billion under senior notes borrowings. The $2.25 billion unsecured senior term loan bears interest at a variable rate based on LIBOR plus a specified margin or the bank's base rate and matures in November 2012. The next scheduled principal payment on our senior term loan of $250 million is due in December 2009. This term loan facility contains various restrictions and covenants substantially similar to those contained in the revolving credit facility described below. In addition, we have $1.25 billion of 6.125% senior notes due in November 2012 and $500 million of 6.8% senior notes due in November 2017, which pay interest at the stated rate on May 20 and November 20 of each year.

We maintain a $900 million revolving credit facility under which no borrowings were outstanding at March 31, 2009. Any future borrowings under this facility would bear interest at a variable rate based on LIBOR plus a specified margin or the bank's base rate. The facility, as amended, contains various restrictions and covenants that require us, among other things, to limit our consolidated indebtedness to no more than a specified multiple (ranging between 3.5 and 4.5) of consolidated net earnings before interest, taxes, depreciation and amortization and certain other adjustments and to maintain consolidated net earnings before interest, taxes, depreciation and amortization and certain other adjustments of at least three times consolidated interest expense. There are no significant commitment fees or compensating balance requirements. The facility expires on March 24, 2011. During the first quarter of 2009, we were in compliance with all debt covenants in this and our other credit facilities, including those contained in our senior term loan and our senior notes.