10-Q

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, 2003

or

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period 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 incorporation or organization)	(I. R. S. Employer Identification No.)
255 FISERV DRIVE, BROOKFIELD, WI	53045
(Address of principal executive 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   ¨

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes   x  No   ¨

As of April 15, 2003, there were 193,194,605 shares of common stock, $.01 par value, of the Registrant outstanding.

1

PART I.  FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

FISERV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2003			2002
Revenues:
Processing and services	$	624,767		$	560,739
Customer reimbursements		82,731			72,104
Total revenues		707,498			632,843
Cost of revenues:
Salaries, commissions and payroll related costs		294,829			271,632
Customer reimbursement expenses		82,731			72,104
Data processing costs and equipment rentals		52,381			39,108
Other operating expenses		115,561			106,932
Depreciation and amortization		37,399			33,638
Total cost of revenues		582,901			523,414
Operating income		124,597			109,429
Interest expense—net		(2,977	)		(2,687	)
Income before income taxes		121,620			106,742
Income tax provision		47,432			41,629
Net income	$	74,188		$	65,113
Net income per share:
Basic	$	0.39		$	0.34
Diluted	$	0.38		$	0.33
Shares used in computing net income per share:
Basic		192,137			190,669
Diluted		194,746			195,152

See notes to condensed consolidated financial statements.

2

FISERV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 31, 2003		December 31, 2002
ASSETS
Cash and cash equivalents	$	182,161	$	227,239
Accounts receivable—net		338,024		339,737
Securities processing receivables		1,601,654		1,740,512
Prepaid expenses and other assets		125,889		119,882
Investments		2,238,885		2,115,778
Property and equipment		223,898		223,070
Intangible assets		349,084		342,614
Goodwill		1,434,687		1,329,873
Total	$	6,494,282	$	6,438,705
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	128,382	$	122,266
Securities processing payables		1,554,082		1,666,863
Short-term borrowings		170,500		100,000
Accrued expenses		228,082		280,614
Accrued income taxes		34,470		23,711
Deferred revenues		192,944		181,173
Customer funds held and retirement account deposits		1,753,994		1,707,458
Deferred income taxes		66,400		46,127
Long-term debt		433,909		482,824
Total liabilities		4,562,763		4,611,036
Shareholders’ equity:
Common stock issued, 193,190,000 and 192,450,000 shares, respectively		1,932		1,924
Additional paid-in capital		613,198		599,700
Accumulated other comprehensive income		14,316		23,882
Accumulated earnings		1,302,073		1,227,885
Treasury stock, at cost, 804,775 shares at December 31, 2002		—		(25,722	)
Total shareholders’ equity		1,931,519		1,827,669
Total	$	6,494,282	$	6,438,705

See notes to condensed consolidated financial statements.

3

FISERV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Three Months Ended March 31,
	2003			2002
Cash flows from operating activities:
Net income	$	74,188		$	65,113
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes		26,422			22,411
Depreciation and amortization		37,399			33,638
		138,009			121,162
Changes in assets and liabilities, net of effects from acquisitions of businesses:
Accounts receivable		5,832			14,147
Prepaid expenses and other assets		(1,798	)		(1,312	)
Accounts payable and accrued expenses		(44,726	)		(33,210	)
Deferred revenues		2,526			(7,647	)
Accrued income taxes		16,132			12,555
Securities processing receivables and payables—net		26,077			(58,218	)
Net cash provided by operating activities		142,052			47,477
Cash flows from investing activities:
Capital expenditures, including capitalization of software costs for external customers		(35,519	)		(40,990	)
Payment for acquisitions of businesses, net of cash acquired		(79,139	)		(35,846	)
Investments		(143,038	)		85,059
Net cash (used in) provided by investing activities		(257,696	)		8,223
Cash flows from financing activities:
Proceeds from short-term borrowings—net		70,500			52,900
Repayment of long-term debt—net		(49,221	)		(82,560	)
Issuance of common stock and treasury stock		2,751			5,443
Customer funds held and retirement account deposits		46,536			(28,876	)
Net cash provided by (used in) financing activities		70,566			(53,093	)
Change in cash and cash equivalents		(45,078	)		2,607
Beginning balance		227,239			136,088
Ending balance	$	182,161		$	138,695

See notes to condensed consolidated financial statements.

4

FISERV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Principles of Consolidation

The condensed consolidated financial statements for the three month periods ended March 31, 2003 and 2002 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such condensed 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 2003 presentation.

2.  Acquisitions

During the three month period ended March 31, 2003, the Company completed two acquisitions for total cash consideration of $46.0 million. In addition to cash consideration, the Company issued, in conjunction with one of the acquisitions, approximately 310,000 shares of its common stock, valued at $10.9 million. The operations of these acquisitions are included in the consolidated results of operations from the dates of acquisition. Pro forma information for the acquisitions is not presented as the impact was not material.

In the first quarter of 2003, as a result of previously acquired entities achieving their operating income targets, the Company paid additional cash consideration of $33.1 million and issued approximately 678,000 shares of its common stock valued at $20.6 million. The additional consideration was treated as additional purchase price.

3.  Stock-Based Compensation

The Company has accounted for its stock-based compensation plans in accordance with the intrinsic value provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Accordingly, the Company did not record any compensation expense in the condensed consolidated financial statements for its stock-based compensation plans. The following table illustrates the effect on net income and net income per share had compensation expense been recognized consistent with the fair value provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”. Stock options are typically granted in the first quarter of the year and generally vest 20% on the date of grant. As a result, the expense that would be recognized under SFAS No. 123 during the first quarter is significantly higher than the expense for the remaining quarters, representing approximately 35–40% of the full year’s expense.

	Three months ended March 31,
(In thousands, except per share data)	2003			2002
Net income:
As reported	$	74,188		$	65,113
Less: stock compensation expense—net of tax		(6,200	)		(6,800	)
Pro forma	$	67,988		$	58,313
Reported net income per share:
Basic		$0.39			$0.34
Diluted		0.38			0.33
Pro forma net income per share:
Basic		$0.35			$0.31
Diluted		0.35			0.30

4.  Comprehensive Income

Comprehensive income is comprised of net income, unrealized gains and losses on available-for-sale investment securities, foreign currency translation and fair market value adjustments on cash flow hedges. Comprehensive income for the three month periods ended March 31, 2003 and March 31, 2002 was $64.6 million and $66.1 million, respectively.

5

5.  Subsequent Events

On April 3, 2003, the Company’s shareholders approved an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of common stock from 300.0 million to 450.0 million.

On April 11, 2003, the Company issued $150.0 million in aggregate principal amount of 4% senior notes due in 2008. The Company expects to use the net proceeds to repay debt and for general corporate purposes including acquisitions. In addition, the Company entered into interest rate swap agreements to manage its total ratio of fixed to floating rate long-term debt over the period of these notes.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

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 (“FIS”); Securities processing and trust services; and All other and corporate. The following table sets forth, for the periods indicated, the relative percentage which certain items in the Company’s condensed consolidated statements of income bear to the Company’s processing and services revenues. This table and the following discussion exclude the revenues and expenses associated with customer reimbursements as management believes that it is not appropriate to include the customer reimbursements in analyzing the current performance of the Company. Customer reimbursements primarily consist of pass through expenses such as postage and data communication costs. Management excludes the customer reimbursements in analyzing the business as these balances offset in revenues and expenses with no impact on operating income and these amounts are not an indicator of current or future business trends.

	Three months ended March 31,						Percent of revenues Three months ended March 31,		Percent Increase (Decrease)
	2003			2002			2003	2002
	(In thousands)
Processing and services revenues:
Financial institution outsourcing, systems and services	$	546,666		$	481,703		87%	86%	13%
Securities processing and trust services		55,050			55,678		9%	10%	(1%	)
All other and corporate		23,051			23,358		4%	4%	(1%	)
Total	$	624,767		$	560,739		100%	100%	11%
Cost of revenues:
Salaries, commissions and payroll related costs	$	294,829		$	271,632		47%	48%	9%
Data processing costs and equipment rentals		52,381			39,108		8%	7%	34%
Other operating expenses		115,561			106,932		18%	19%	8%
Depreciation and amortization		37,399			33,638		6%	6%	11%
Total	$	500,170		$	451,310		80%	80%	11%
Operating income:
Financial institution outsourcing, systems and services (1)	$	119,557		$	101,789		22%	21%	17%
Securities processing and trust services (1)		7,240			8,481		13%	15%	(15%	)
All other and corporate (2)		(2,200	)		(841	)
Total	$	124,597		$	109,429		20%	20%	14%

(1) Percent of segment revenues is calculated as a percent of FIS revenues and Securities processing and trust services revenues.

(2) Percents are not meaningful. Amounts include corporate expenses.

6

Processing and Services Revenues

Total processing and services revenues increased $64.0 million, or 11%, in the first quarter of 2003 compared to 2002. Internal revenue growth of approximately 2% was derived from sales to new clients, cross-sales to existing clients, increases in transaction volumes from existing clients and price increases. The remaining 9% in revenue growth came from acquired businesses. In addition, the internal revenue growth percentage was negatively impacted by 2% due to continued weakness in the international banking markets and prolonged weakness in the U.S. retail financial markets impacting the Securities processing and trust services segment. During the first quarter of 2003, the Securities processing and trust services segment recognized an increase in revenues of $15.8 million from the sale of available-for-sale investment securities and incurred a decrease in revenues of $17.0 million that resulted from an apparently fraudulent trading scheme at one of its broker-dealer clients. The Company has insurance that may cover part or all of this loss; however, no recovery amount is being recorded pending resolution of a claim. The Company also intends to pursue all recovery methods from the broker-dealer and its principals. The Company considers this loss to be highly unusual and has not previously experienced any losses of this nature.

Cost of Revenues

Total cost of revenues increased $48.9 million, or 11%, in the first quarter of 2003 compared to 2002. As a percent of processing and services revenues, cost of revenues were 80% in 2003 and 2002. The make up of cost of revenues each quarter has been affected by business acquisitions and changes in the mix of the Company’s business. EDS Corporation’s Consumer Network Services acquisition was completed in December 2002 and has higher data processing costs and equipment rentals and lower salary costs and other expenses. This has resulted in an increase in data processing costs and equipment rentals and a decrease in salary costs and other expenses as a percentage of revenues in the first quarter of 2003 compared to 2002.

Operating Income

Operating income increased from $109.4 million in the first quarter of 2002 to $124.6 million in the current first quarter. Operating income in the FIS segment increased $17.8 million, or 17%, in the first quarter of 2003 compared to 2002. The increase in operating income was due to a number of factors, including revenue growth across the FIS segment’s business lines, acquisitions and operational efficiencies.

Income Tax Provision

The effective income tax rate was 39% in 2003 and 2002.

Net Income

Net income for the first quarter increased $9.1 million, or 14%, in the first quarter of 2003 compared to 2002. Net income per share-diluted for the first quarter was $0.38 in 2003 compared to $0.33 in 2002.

Liquidity and Capital Resources

Cash flow from operations was $142.1 million in the first quarter of 2003, which included positive cash flow from changes in securities processing receivables and payables of $26.1 million. As the changes in securities processing receivables and payables, retirement account deposits, investments and short-term borrowings generally offset, management believes it is more meaningful to analyze changes in operating cash flows before the change in securities processing receivables and payables. Cash flow from operations before securities processing receivables and payables increased 10% in the first quarter of 2003 compared to 2002, reaching $116.0 million. 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. At March 31, 2003, the Company had $433.9 million of long-term debt, while shareholders’ equity exceeded $1.9 billion. Long-term debt includes $339.0 million borrowed under the Company’s credit and commercial paper facility of which $89.0 million is payable under a 364-day agreement in 2003 and $250.0 million is payable in 2004 or earlier at the Company’s option. The Company expects to renew its 364-day agreement prior to expiration in the second quarter of 2003. At March 31, 2003, cash and cash equivalents were $182.2 million, a decrease of $45.1 million from December 31, 2002, after spending $79.1 million on acquired businesses and $23.9 million on capital expenditures in the first quarter of 2003. In addition, gross software development costs for external customers capitalized in the first quarter of 2003 were $11.6 million, offset by associated amortization of $9.8 million.

The Company believes that its cash flow from operations together with other available sources of funds will be adequate to meet its operating requirements, debt repayments, contingent payments in connection with business acquisitions and ordinary capital spending needs. On April 11, 2003, the Company issued $150.0 million in aggregate principal amount of 4% senior notes due in 2008. The Company expects to use the net proceeds to repay debt and for general corporate purposes including acquisitions. The notes were offered to qualified institutional buyers under Rule 144A under the Securities Act of 1933.

7

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 DISCLOSURES ABOUT MARKET RISK

The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and have not materially changed since that report was filed.

ITEM 4.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), within 90 days prior to the filing date of this quarterly report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President and Chief Executive Officer and Senior Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Senior Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the date of such evaluation to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this quarterly report on Form 10-Q was being prepared.

(b) Changes in internal controls

There were not any significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

8

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company has initiated legal action against E*TRADE Securities, Inc. (“E*TRADE”) as the result of E*TRADE refusing to accept delivery of a bond (with a carrying value of $27.0 million as of March 31, 2003) in violation of the terms of a contract between E*TRADE and a subsidiary of the Company. The Company intends to vigorously enforce its rights under the terms of its agreement with E*TRADE and expects to prevail and recover the carrying value of the bond.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 25, 2003, the Company issued 678,000 shares of its common stock valued at $20.6 million to the former shareholders of an acquired company as contingent consideration. The Company relied on the exemption from registration under Section 4(2) of the Securities Act of 1933 based upon the number and sophistication of recipients of the shares, their positions and the aggregate value of the transactions. No underwriter was involved in the transaction.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Company’s Annual Meeting of Shareholders held on April 3, 2003, the Company’s shareholders approved the following matters:

		For	Withheld
1.	ELECTION OF THREE DIRECTORS TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2006:
	Daniel P. Kearney	171,602,719	4,125,505
	Leslie M. Muma	173,506,947	2,221,277
	L. William Seidman	172,002,609	3,725,615

The other directors of the Company whose terms in office continued after the 2003 Annual Meeting of Shareholders are as follows: terms expiring at the 2004 Annual Meeting—Kenneth R. Jensen and Thekla R. Shackelford; and terms expiring at the 2005 Annual Meeting—Donald F. Dillon, Gerald J. Levy and Glenn M. Renwick.

		For	Against	Abstain
2.	APPROVE AN AMENDMENT TO THE COMPANY’S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT THE COMPANY IS AUTHORIZED TO ISSUE FROM 300,000,000 TO 450,000,000.	171,118,098	3,614,302	995,824

9

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

The exhibits listed in the accompanying exhibit index are filed as part of this Quarterly Report on Form 10-Q.

(b)  Reports on Form 8-K

The Company filed a report on Form 8-K under Item 5 dated March 31, 2003, disclosing a press-release that announced the Company’s investment gain and loss in the Securities processing and trust services segment in the first quarter of 2003.

SIGNATURE

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 22, 2003	by	/S/    KENNETH R. JENSEN
		KENNETH R. JENSEN
		Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

10

CERTIFICATIONS

I, Leslie M. Muma, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fiserv, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

by	/S/  LESLIE M. MUMA
	LESLIE M. MUMA President and Chief Executive Officer

Date:  April 22, 2003

11

I, Kenneth R. Jensen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fiserv, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

by	/S/    KENNETH R. JENSEN
	KENNETH R. JENSEN
	Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Date: April 22, 2003

12

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3	Fiserv, Inc. Articles of Incorporation, as amended and restated as of April 3, 2003
10	Fiserv, Inc. Stock Option Plan, as amended and restated as of February 11, 2003
99.1	Written Statement of the Chief Executive Officer, dated April 22, 2003
99.2	Written Statement of the Chief Financial Officer, dated April 22, 2003

13

EX-3

Exhibit 3

ARTICLES OF AMENDMENT

TO

RESTATED ARTICLES OF INCORPORATION

OF

FISERV, INC.

1. The name of the Corporation is Fiserv, Inc.

2. The first sentence of Article III of the Corporation’s Restated Articles of Incorporation is hereby amended by deleting such sentence in its entirety and inserting the following in lieu thereof:

“The total number of shares of stock which the Corporation shall have authority to issue is 475,000,000 shares, of which 450,000,000 shares shall be designated Common Stock, having a par value of $.01 per share; and 25,000,000 shares shall be designated as Preferred Stock, having no par value per share.”

3. The foregoing amendment to the Corporation’s Restated Articles of Incorporation was submitted to the Corporation’s shareholders by the Board of Directors of the Corporation and was adopted by such shareholders on April 3, 2003 in accordance with Section 180.1003 of the Wisconsin Business Corporation Law.

Executed on behalf of the Corporation on the 3^rd day of April, 2003.

FISERV, INC.
By:	/S/     CHARLES W. SPRAGUE
	Charles W. Sprague Executive Vice President, General Counsel, Chief Administrative Officer and Secretary

1

EX-10

Exhibit 10

FISERV, INC.

STOCK OPTION PLAN

(as amended and restated as of February 11, 2003)

Section 1.  Purpose.  The purpose of the Fiserv, Inc. Stock Option Plan (the “Plan”) is to promote the interest of Fiserv, Inc. (the “Company”) and its Subsidiaries (the Company and each such Subsidiary being herein each referred to as a “Fiserv Group Company”) by (a) providing an incentive to employees, and to directors who are not employees, of the Fiserv Group Companies which will attract, retain and motivate persons who are able to make important contributions to the Company’s growth, profitability and long-term success, and (b) furthering the identity of interests of the Optionees with those of the Company’s shareholders through stock ownership opportunities. Options to be issued under the Plan may be “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or “non-qualified stock options” (“NQSOs”), which do not qualify as “incentive stock options” (“ISOs”), but the Company makes no representation or warranty as to the qualification of any Option as an incentive stock option under the Code.

Section 2.  Definitions.  For purposes of this Plan, the following terms used herein shall have the following meanings, unless a different meaning is clearly required by the context.

2.1    “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

2.2    “Beneficial Owner” shall mean a Person who owns any securities and meets the criteria in any one of the following paragraphs:

(i) which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, or (B) securities issuable upon exercise of Rights issued pursuant to the terms of the Company’s Shareholder Rights Agreement, dated as of February 24, 1998, between the Company and Equiserve Limited Partnership, as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

(ii) which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this clause (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or

1

understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and (B) is not also then reportable on Schedule 13D under the Act (or any comparable or successor report); or

(iii)  which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has had any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (ii) above) or disposing of any voting securities of the Company.

2.3    “Board of Directors” shall mean the Board of Directors of the Company.

2.4    “Change in Control of the Company” shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(i)  any Person (other than (A) a Fiserv Group Company, (B) a trustee or other fiduciary holding securities under any employee benefit plan of a Fiserv Group Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”) or (E) unless otherwise determined by the Board of Directors or the Committee, a Person which has acquired Common Stock in the ordinary course of business for investment purposes only and not with the purpose or effect of changing or influencing the control of the Company, or in connection with or as a participant in any transaction having such purpose or effect (“Investment Intent”), as demonstrated by the filing by such Person of a statement on Schedule 13G (including amendments thereto) pursuant to Regulation 13D under the Exchange Act, as long as such Person continues to hold such Common Stock with an Investment Intent) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the Company’s then outstanding voting securities; or

(ii)  the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, on February 11, 2003 constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on February 11, 2003, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or

2

share exchange involving the Company (or any direct or indirect Subsidiary of the Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a vote of at least two-thirds ( ²/3) of the then Continuing Directors and are thereafter elected as directors by shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or

(iii)  the shareholders of the Company approve a merger, consolidation or share exchange of the Company with any other corporation or approve the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect Subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates after February 11, 2003, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of Common Stock or the Company or the combined voting power of the Company’s then outstanding voting securities; or

(iv)  the shareholders of the Company approve of a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, no “Change in Control of the Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Common Stock of the Company immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.

3

2.5    “Committee” shall mean the committee of the Board of Directors referred to in Section 5 hereof.

2.6    “Common Stock” shall mean the Common Stock, $.01 par value, of the Company.

2.7    “Non-Employee Director” shall mean a non-employee director, as defined in Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which currently defines a non-employee director as a director who (i) is not currently an officer or otherwise employed by the Company, or a parent or subsidiary of the Company, (ii) does not receive compensation for consulting services or in any other capacity from the Company or its subsidiaries in excess of $60,000 in any one year, and (iii) does not possess an interest in and is not engaged in business relationships required to be reported under Items 404(a) or 404(b) of Regulation S-K promulgated under the Exchange Act.

2.8    “Option” shall mean any option granted to a person pursuant to this Plan.

2.9    “Optionee” shall mean a person to whom an Option is granted under this Plan.

2.10    “Parent” shall mean a “parent corporation” as defined in Section 424(e) of the Code.

2.11    “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

2.12    “Subsidiary” shall mean a “subsidiary corporation”, as defined in Section 424(f) of the Code, of the Company.

Section 3.    Eligible Optionees.

3.1    Options may be granted hereunder to any employee of any Fiserv Group Company and to any Non-Employee Director. The Committee shall have the sole authority to select employees and the Board of Directors will have the sole authority to select Non-Employee Directors to whom Options are to be granted hereunder.

Section 4.    Common Stock Subject to the Plan; Special Limitations.

4.1    The total number of shares of Common Stock for which Options may be granted under this Plan shall not exceed in the aggregate 8,667,755 shares of Common Stock. The total number of shares of Common Stock for which Options may be granted under this Plan in any one fiscal year of the Company to any one person shall not exceed in the aggregate 675,000 shares of Common Stock.

4.2    The shares of Common Stock that may be subject to Options granted under this Plan may be either authorized and unissued shares or shares reacquired at any time and now or hereafter held as treasury stock as the Board of Directors may determine. In the event that any outstanding Option expires or is cancelled or terminated for any

4

reason, the shares allocable to the unexercised portion of such Option may again be subject to an Option granted under this Plan.

Section 5.    Administration of the Plan.

5.1    The Plan shall be administered by a committee of the Board of Directors (the “Committee”) and shall consist of not less than two directors. All members of the Committee shall be both Non-Employee Directors and “outside directors” within the meaning of Section 162(m) of the Code. The Committee shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present and the acts approved in writing by all members without a meeting shall be the acts of the Committee.

5.2    The Committee (the Board of Directors with respect to grants to Non-Employee Directors) shall have the sole authority and discretion to grant Options under this Plan and to determine the terms and conditions of any such Option, including, without limitation, the sole authority and discretion (i) to select the persons who are to be granted Options hereunder, (ii) to determine the times when Options shall be granted, (iii) to determine whether an Option granted to an employee will be an ISO or a NQSO, (iv) to establish the number of shares of Common Stock that may be issued under each Option and to establish the option price therefor, (v) to determine the term of each Option, (vi) to determine the time and the conditions subject to which Options may be exercised in whole or in part, (vii) to determine the form of consideration that may be used to purchase shares of Common Stock upon exercise of any Option (including the circumstances under which the Company’s issued and outstanding shares of Common Stock may be used by an Optionee to exercise an Option), (viii) to determine whether to restrict the sale or other disposition of the shares of Common Stock acquired upon the exercise of an option (including the circumstances under which shares of Common Stock acquired upon exercise of any Option may be subject to repurchase by the Company) and, if so, whether to waive any such restriction, (ix) to accelerate the time when outstanding Options may be exercised, (x) to determine the amount, if any, necessary to satisfy any Fiserv Group Company’s obligation to withhold taxes or other amounts, (xi) to determine the fair market value of a share of Common Stock, (xii) with the consent of the Optionee, to cancel or modify an Option, provided, however, that such Option as modified would be permitted to be granted on the date of such modification under the terms of the Plan, and (xiii) to establish any other terms and conditions applicable to any Option and to make all other determinations relating to the Plan and Options not inconsistent with the provisions of this Plan.

5.3    The Committee shall be authorized to interpret the Plan and may, from time to time, adopt such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem advisable to carry out the purpose of this Plan.

5.4    The interpretation and construction by the Committee of any provision of the Plan, any Option granted hereunder or any option agreement evidencing any such Option shall be final and conclusive upon all parties. Any controversy or claim arising out of

5

or relating to the Plan or any Option shall be determined unilaterally by the Committee, whose determination shall be final and conclusive upon all parties.

5.5    Members of the Committee may vote on any matter affecting the administration of the Plan or any agreement or the granting of Options under the Plan.

5.6    All expenses and liabilities incurred by the Board of Directors (or the Committee) in the administration of the Plan shall be borne by the Company. The Board of Directors (or the Committee) may employ attorneys, consultants, accountants or other persons in connection with the administration of the Plan. The Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. No member or former member of the Board of Directors (or the Committee) shall be liable for any action, determination or interpretation taken or made in good faith with respect to the Plan or any Option or agreement hereunder.

Section 6.    Terms and Conditions of Options.

Subject to the Plan, the terms and conditions of each Option granted under the Plan shall be specified by the Committee (the Board of Directors with respect to grants to Non-Employee Directors) and shall be set forth in an option agreement between the Company and the Optionee in such form as the Committee shall approve. The terms and conditions of any Option granted hereunder need not be identical to those of any other Option granted hereunder.

The terms and conditions of each Option shall include the following:

6.1    The option price shall be fixed by the Committee, provided, however, that in the case of an ISO, the option price may not be less than the fair market value of the shares of Common Stock subject to the Option on the date the Option is granted, and provided, further, however, that if at the time an ISO is granted, the Optionee owns (or is deemed to own under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any of its Subsidiaries or a Parent, the option price of such ISO shall not be less than 110% of the fair market value of the Common Stock subject to such ISO on the date of grant. In addition, with respect to at least 95% of the number of shares of Common Stock for which Options may be granted under this Plan as of February 14, 2000, the option price may not be less than the fair market value of the shares of Common Stock subject to the Option on the date the Option is granted.

6.2    Options shall not be transferable otherwise than by will or the laws of descent and distributions, and during an Optionee’s lifetime, an option shall be exercisable only by the Optionee or the Optionee’s legal guardian.

6.3    The Committee shall fix the term of all Options granted pursuant to the Plan (including the date on which such Option shall expire and the conditions under which it terminates earlier), provided, however, that the term of an ISO may not exceed ten years from the date such Option is granted, and provided, further, however, that if at the time an ISO is granted, the Optionee owns (or is deemed to own under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any of its Subsidiaries or a Parent, the

6

term of such ISO may not exceed five years from the date of grant. Each Option shall be exercisable in such amount or amounts, under such conditions, and at such times or intervals or in such installments as shall be determined by the Committee. The Committee may, in its sole discretion, establish a vesting provision for any Option relating to the time or the circumstances when the Option may be exercised by the Optionee.

6.4    Payment of the option price of an Option may be made in cash, with shares of Common Stock held by the Optionee for more than six months prior to payment or otherwise in accordance with law as the Committee may determine from time to time. In the event that any Fiserv Group Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income realized by the Optionee in respect of an Option granted hereunder, in respect of any shares acquired pursuant to the exercise of an Option or in respect of the disposition of an Option or any shares acquired pursuant to the exercise of an Option, the Company may deduct (or require the Fiserv Group Company to deduct) from any payments of any kind otherwise due to such Optionee cash or with the consent of the Committee (in the stock option contract or otherwise) shares of the Company’s Common Stock the aggregate amount of such Federal, state or local taxes and other amounts required to be so withheld. Alternatively, the Company may require such Optionee to pay to the Company in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding payment to the Company of, the aggregate amount of any such taxes and other amounts.

6.5    The aggregate fair market value (determined at the time the Option is granted) of the shares of Common Stock for which an eligible employee may be granted ISOs under the Plan or any other plan of the Company, any of its Subsidiaries or a Parent which are exercisable for the first time by such employee during any calendar year shall not exceed $100,000. Such limitation shall be applied by taking ISOs into account in the order in which they were granted. Any Option (or portion thereof) granted in excess of such amount shall be treated as an NQSO.

6.6    In no case may a fraction of a share be exercised or acquired pursuant to the Plan.

6.7    Without prior approval of the Company’s shareholders, Options issued under this Plan will not be repriced, replaced or regranted through cancellation or by lowering the option price of a previously granted Option.

Section 7.    Effect of Changes in Capitalization or Change of Control.

7.1    Changes in Stock. If the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in those shares effected without receipt of consideration by the Company occurring after the date an Option is granted, a proportionate and appropriate adjustment will be made by the Company in the number and kind of shares subject to the Option, so that the proportionate interest of the Optionee immediately following that, to the extent

7

practicable, will be the same as immediately prior to that event. Any such adjustment in the Option will not change the total exercisable price with respect to shares subject to the unexercisable portion of the Option but will include a corresponding proportionate adjustment in the exercise price per share. In the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Company, in the manner the Board of Directors or the Committee deems appropriate, will adjust (i) the number and kind of shares subject to the Option and/or (ii) the exercise price of the Option to reflect that distribution.

7.2    Reorganization in Which the Company is the Surviving Company.  Subject to Subsection 7.3, if the Company is the surviving Company in any reorganization, merger, or consolidation of the Company with one or more other companies or other entities, each Option will pertain to and apply to the securities to which a holder of the number of shares of stock subject to the Option would have been entitled immediately following that reorganization, merger or consolidation, with a corresponding proportionate adjustment of the exercise price per share so that the aggregate exercise price after that event will be the same as the aggregate exercise price of the shares remaining subject to the Option immediately before that reorganization, merger, or consolidation.

7.3    Change of Control.  If a Change in Control of the Company occurs, the Board of Directors may (i) make provisions for the continuation of each Option, (ii) reach an agreement with the acquiring or surviving entity that the acquiring or surviving entity will assume the obligation of the Company under each Option, (iii) reach an agreement with the acquiring or surviving entity that the acquiring or surviving entity will convert each Option into an option of at least equal value, determined as of the date of the transaction, to purchase stock of the acquiring or surviving entity, (iv) terminate all Options outstanding under the Plan effective at the date of the applicable transaction and, within 60 days after the date of the applicable transaction, make a cash payment to each Optionee equal to the difference between the exercise price of the Optionee’s Option and the fair market value, as of the date of the applicable transaction, of the shares subject to the Option (all of which shall be vested as of the date of the applicable transaction) or (v) vest all shares subject to the Options and allow them to be immediately exercisable at least 30 days immediately prior to the date of the applicable transaction. The Board of Directors must determine that any such modification in clause (i), (ii) or (iii) above does not have a substantial adverse economic impact on the Optionee, as determined at the time of the transaction.

7.4    Adjustments.  Adjustments required by this Section relating to the Common Stock will be made by the Board of Directors, whose determination in that respect will be final, binding and conclusive. No fractional shares of Common Stock will be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.

8

Section 8.  Effect of the Plan on Employment Relationship.  Neither this Plan nor any Option granted hereunder shall be construed as conferring upon any Optionee any right to continue in the employ of any Fiserv Group Company or limit in any respect any right of any Fiserv Group Company to terminate such Optionee’s employment at any time without liability, or to continue as a Non-Employee Director.

Section 9.  Amendment of the Plan.  The Board of Directors may amend or restate the Plan from time to time as it deems desirable, provided, however, that, without the approval of the holders of a majority of the shares of Common Stock of the Company present, or represented, and entitled to vote at any meeting duly held in accordance with the applicable laws of the State of Wisconsin, the Board of Directors may not (a) increase the maximum number of shares of Common Stock for which Options may be granted under this Plan (other than increases due to adjustment in accordance with Section 7 hereof), (b) materially increase the benefits accruing to participants under the Plan, (c) change the eligibility requirements to receive Options hereunder or (d) make any change for which applicable law requires shareholder approval.

Section 10.  Termination of the Plan.  The Board of Directors may terminate the Plan at any time. No Option may be granted hereunder after termination of the Plan. No ISO may be granted under the Plan more than ten years after the date on which the Plan was adopted. The termination or amendment of the Plan shall not alter or impair any rights or obligations under any Option theretofore granted under the Plan, without the consent of the Optionee.

Section 11.  Effective Date of the Plan.  This Plan (and as amended or restated from time to time) will become effective on the date on which it is approved by the Board of Directors. This Plan if amended or restated in any material respect is subject to approval by the holders of the majority of the shares of Common Stock of the Company present, or represented, and entitled to vote at the next meeting duly held in accordance with the applicable laws of the State of Wisconsin. No Option granted hereunder may be exercised prior to such approval, provided, however, that the date of grant of any Option shall be determined as if the Plan had not been subject to such approval. Notwithstanding the foregoing, if any material amendment or restatement is not approved by a vote of shareholders within 12 months after it is adopted by the Board of Directors, the amendment or restatement, as the case may be, shall be null and void, the Plan as in effect prior to such amendment or restatement, as the case may be, shall continue in full force and effect and any Options granted pursuant to such amendment or restatement, as the case may be, shall terminate.

Section 12.  Governing Law.  This Plan, the Options and all related matters shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, without regard to choice of law provisions. Neither the Plan nor any agreement pursuant to the Plan shall be construed or interpreted with any presumption against any Fiserv Group Company by reason of the Fiserv Group Company having drafted or adopted the Plan or agreement. The invalidity, illegality or unenforceability of any provision in the Plan or in any agreement pursuant to the Plan shall not affect the validity, legality or enforceability of any other provision, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law.

Board of Directors approved: February 11, 2003

9

EX-99.1

EXHIBIT 99.1

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned President and Chief Executive Officer of Fiserv, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

by	/S/    LESLIE M. MUMA
	LESLIE M. MUMA
	April 22, 2003

A signed original of this written statement required by Section 906 has been provided to Fiserv, Inc. and will be retained by Fiserv, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-99.2

EXHIBIT 99.2

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Fiserv, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

by	/S/    KENNETH R. JENSEN
	KENNETH R. JENSEN
	April 22, 2003

A signed original of this written statement required by Section 906 has been provided to Fiserv, Inc. and will be retained by Fiserv, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1