Fidelity National Information Services (FIS) 10-K risk factor changes: FY2018 vs FY2017
The 2018-12-31 10-K against the 2017-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A64 rewritten98 added36 removed323 unchanged
All filing items918 rewritten793 added638 removed1,616 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 793 added, 638 removed, 918 rewritten and 1,616 unchanged across 14 items that differ.
Sentences by item
18 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2018; struck-through words were in FY2017. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
64 rewritten, 98 added, 36 removed, 323 unchanged
Security breaches or attacks, or our failure to comply with information security [removed: laws,] [added: laws] or regulations or industry security requirements, could harm our business by disrupting our delivery of services and damaging our reputation and could result in a breach of one or more client contracts.
Unauthorized access to our computer systems or databases could result in the theft or publication of confidential information, the deletion or modification of records, damages from legal actions from clients and/or their customers, [added: or] otherwise cause interruptions in our operations and damage to our reputation.
In addition, [removed: many] [added: certain] financial institutions that experienced negative operating results, including some of our clients, have failed.
If we fail to innovate or adapt our services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade our technology are not successful, we could lose clients or our clients could lose customers and [added: we could] have difficulty attracting new clients for our services.
In addition, as more of our revenue and market demand shifts to [removed: SaaS,] [added: software as a service ("SaaS"), business process as a service ("BPaaS"),] cloud, [removed: BPaaS] and new disruptive technologies, the need to keep pace with rapid technology changes becomes more acute.
There can be no assurance that we will be successful in developing, marketing and selling new solutions [added: or enhancements] that meet these changing demands, that we will not experience difficulties that could delay or prevent the successful development, introduction, and marketing of these [removed: solutions,] [added: solutions] or [added: enhancements, or] that our new solutions and [removed: their] enhancements will adequately meet the demands of the marketplace and achieve market acceptance.
In addition, the markets in which we compete have recently attracted increasing competition from smaller start-ups with disruptive technologies, which are receiving increasing investments, global banks (and businesses controlled by [removed: a combination] [added: combinations] of global banks) and global internet companies that are introducing competitive products and services into the marketplace, particularly in the payments area.
See "Item [removed: I.][added: 1.]
[added: Business,] Competition."
A significant number of our clients and potential clients may hold sovereign debt of economically struggling nations or be subject to [removed: emerging] international [added: banking regulatory] requirements such as Basel [removed: III,] [added: III (and a set of further reforms known as Basel IV scheduled to be phased in commencing in January 2022),] which [removed: could] [added: may] require changes in their capitalization and hence the amount of their working capital available to purchase our services.
All of the aforementioned activities may [removed: expend] [added: require the expenditure of] significant funds and management resources and, ultimately, the client may determine not to close the sale or [removed: complete the implementation.]
[added: If we are unsuccessful in closing sales or if the client decides not to complete an implementation after we] expend significant funds and management resources or we experience delays, it could have an adverse effect on our business, financial condition, and results of operations.
Particularly with respect to [removed: GFS,] our [added: GFS segment, our] operating results may fluctuate from period to period and be difficult to predict in a particular period due to the timing and magnitude of software license sales and other factors.
We offer a number of our software solutions on a license basis, which means that the customer has the right to run the software on its own [removed: computers.][added: or a third party’s hardware.]
[removed: The customer usually makes a significant up-front payment to license software, which we] [added: We] generally recognize [removed: as] [added: license] revenue when the license contract is [removed: signed and] [added: signed,] the software is [removed: delivered.][added: delivered, and the term has begun.]
The [removed: size] [added: value] of the [removed: up-front payment] [added: license] often depends on a number of [removed: factors that are different for each customer,] [added: customer-specific factors,] such as the number of customer locations, users or accounts.
[removed: Since] [added: Because] there are few incremental costs associated with software sales, our operating results may fluctuate from quarter to quarter and year to year due to the timing and magnitude of software sales.
In addition, there are a number of other factors that could cause our sales and results of operation to fluctuate from period to period, [removed: including:][added: including the following:]
Defects in our technology solutions, errors or delays in the processing of electronic transactions, or other difficulties could result [removed: in:] [added: in] (i) interruption of business operations; (ii) delay in market acceptance; (iii) additional development and remediation costs; (iv) diversion of technical and other resources; (v) loss of clients; (vi) negative publicity; or (vii) exposure to liability claims.
The Dodd-Frank [removed: Act] [added: Act, the CFPB and state regulatory authorities, such as the New York State Department of Financial Services,] may result in business changes for [added: certain of] our [added: businesses and] clients that have or could have an adverse effect on our financial condition, revenues, results of operations, or prospects for future growth and overall business.
The Dodd-Frank Act [removed: represents] [added: represented] a comprehensive overhaul of the regulations governing the financial services industry within the United States.
These [removed: requirements] [added: regulations] have [removed: or could] [added: resulted and may further] result in the need for FIS to make capital investments to modify our solutions and services to facilitate our clients' and potential clients' compliance, as well as to deploy additional processes or reporting to comply with [added: these] regulations.
Further, requirements of the regulations have [removed: or] [added: resulted and] could [added: further] result in changes in our [added: business practices, our] clients' business practices and those of other marketplace participants that may alter the delivery of services to consumers, which have [added: impacted] or could [added: further] impact the demand for our software and services as well as alter the type or volume of transactions that we process on behalf of our clients.
As a result, these [removed: requirements have] [added: requirements,] or [added: proposed or future requirements,] could have an adverse impact on our financial condition, revenues, results of operations, prospects for future growth and overall business.
Many of our clients are subject to a regulatory environment and to industry standards that may change in a manner that reduces the types or volume of solutions or services we provide, or may reduce the type or number of transactions in which our clients engage, and therefore, [removed: reduces] [added: reduce] our revenues.
In addition, action by regulatory authorities relating to credit availability, data usage, privacy, or other related regulatory developments could have an adverse effect on our clients and, therefore, could have a material adverse effect on our financial condition, revenues, results of operations, prospects for future [added: growth and overall business.]
The CFPB continues to establish rules [added: and regulations] for regulating [added: financial and] non-financial [removed: institution] [added: institutions and] providers to [added: those institutions to] ensure adequate protection of consumer privacy and to ensure consumers are not impacted by deceptive business practices.
The New York Department of Financial Services has enacted new rules that require covered financial institutions to establish and maintain [removed: cyber security] [added: cybersecurity] programs.
One of our subsidiaries is an SEC registered broker-dealer in the U.S. and others are authorized by the FCA to conduct certain regulated business in the U.K. Domestic and foreign regulatory and self-regulatory organizations, such as the SEC, FINRA, and the [removed: FCA] [added: FCA,] can, among other things, fine, censure, issue cease-and-desist orders against, and suspend or expel a broker-dealer or its officers or employees for failure to comply with the many laws and regulations that govern brokerage activities.
We are exposed to certain risks relating to the execution services provided by our brokerage operations to our customers and counterparties, which include other broker-dealers, active traders, hedge funds, asset managers, and other institutional and [removed: non-institutional clients.]
New privacy laws, such as the [removed: GDPR,] [added: GDPR in the EU,] continue to develop in ways we cannot predict.
Complying with varying jurisdictional requirements could increase the costs and complexity of compliance [added: and associated recordkeeping costs] or require us to change our business practices in a manner adverse to our [removed: business and violations of privacy laws can result in significant penalties and damage to our brand and] business.
Implementation of the GDPR [removed: will require] [added: has required] changes to certain of our business practices, thereby increasing our costs.
[removed: If consumers] transact less on cards issued by our clients or reduce digital banking services and we are not able to adapt to offer our clients alternative technologies, it could have a significant adverse impact on our revenue and related earnings.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we [added: regard as proprietary or challenge the validity of our patents with governmental authorities.]
Any claims, whether with or without merit, [removed: could:] [added: could] (i) be expensive and time-consuming to defend; (ii) result in an injunction or other equitable relief which could cause us to cease making, licensing or using applications that incorporate the challenged intellectual property; (iii) require us to redesign our applications, if feasible; (iv) divert management’s attention and resources; and (v) require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies or pay damages resulting from any infringing use.
[added: Furthermore, if one of our clients for which we facilitate] settlement suffers a fraudulent event due to an error of their controls, we may suffer a financial loss if the client does not have sufficient capital to cover the loss.
The U.S. wealth and retirement business is required to hold certain levels of regulatory capital as defined by the state banking regulators in the states in which [removed: they hold] [added: it holds] a bank or trust charter (Delaware and Georgia).
In the U.K., our Platform Securities and [removed: broker dealer] [added: broker-dealer] businesses are regulated by the FCA and are subject to further regulatory capital requirements.
The international operations of FIS represented approximately 26% of our total [removed: 2017 revenues,] [added: 2018 revenues] and are largely conducted in currencies other than the U.S. Dollar, including the British Pound, Brazilian Real, Euro and Indian Rupee.
complete the implementation.
The Dodd-Frank Act established the CFPB and provided the CFPB with rulemaking authority with respect to certain federal consumer protection statutes as well as examination and supervisory authority over consumer reporting agencies, including ChexSystems.
These rules and regulations govern our clients or potential clients and also govern certain of our businesses.
In the future, we may be subject to additional expense to ensure continued compliance with applicable laws and regulations and to investigate, defend and/or remedy actual or alleged violations.
non-institutional clients.
Violations of privacy laws can result in significant penalties and damage to our brand and business.
We have put into place a thorough compliance program to comply with the known obligations under the GDPR and have performed data protection impact assessments for our businesses that are in scope and have executed data protection agreements with the clients and vendors of those businesses.
If certain of our clients and vendors fail to recognize the importance and/or applicability of these requirements and do not respond to our request for such amendments, both parties may be subject to penalties and fines for non-compliance.
New privacy laws in California and Brazil are expected to issue clarifying regulations prior to becoming effective in 2020 so we will continue to have uncertainties about what we will be expected to comply with these laws until they are issued, including the costs and efforts of compliance.
There are also several additional privacy laws being considered by state legislatures, the federal legislature and countries around the world, so a more substantial compliance effort with varying regimes in different jurisdictions is considered probable in the future, which will increase the costs and complexities of our business.
If consumers
One consequence of Brexit may be that the loss of the ability to “passport” regulated business from the U.K. to the EU may result in our having to add operations of the business in a country in the EU that may subject us to further regulatory requirements and costs in that country.
| • | trade treaties, tariffs or agreements that could adversely affect our ability to do business in affected countries; and |
Strategic transactions, including acquisitions and divestitures, involve significant risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows.
Strategic acquisitions and divestitures we have made in the past and may make in the future present significant risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows.
These risks include the following:
| • | Difficulty in evaluating potential acquisitions, including the risk that our due diligence does not identify or fully assess valuation issues, potential liabilities or other acquisition risks; |
| • | Difficulty and expense in integrating newly acquired businesses and operations, including combining product and service offerings, and in entering into new markets in which we are not experienced, in an efficient and cost-effective manner while maintaining adequate standards, controls and procedures, and the risk that we encounter significant unanticipated costs or other problems associated with integration; |
| • | Difficulty and expense in consolidating and rationalizing IT infrastructure and integrating acquired software; |
| • | Challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions; |
| • | Risk that our markets do not evolve as anticipated and that the strategic acquisitions and divestitures do not prove to be those needed to be successful in those markets; |
| • | Risk that acquired systems expose us to cybersecurity and other data security risks; |
| • | Costs to reach appropriate standards to protect against cybersecurity and other data security risks or timeline to achieve such standards may exceed those estimated in diligence; |
| • | Risk that acquired companies are subject to new regulatory regimes or oversight where we have limited experience that may result in additional compliance costs and potential regulatory penalties; |
| • | Risk that we assume or retain, or that companies we have acquired have assumed or retained or otherwise become subject to, significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying parties; |
| • | Risk that indemnification related to businesses divested or spun-off that we may be required to provide or otherwise bear may be significant and could negatively impact our business; |
| • | Risk of exposure to potential liabilities arising out of applicable state and Federal fraudulent conveyance laws and legal distribution requirements from spin-offs in which we or companies we have acquired were involved; |
| • | Risk that we may be responsible for U.S. Federal income tax liabilities related to acquisitions or divestitures; |
| • | Risk that we are not able to complete strategic divestitures on satisfactory terms and conditions, including non-competition arrangements applicable to certain of our business lines, or within expected time frames; |
| • | Potential loss of key employees or customers of the businesses acquired or to be divested; and |
| • | Risk of diverting the attention of senior management from our existing operations. |
The future results of our Brazilian operations may not meet our financial goals following the unwinding of the Brazilian Venture.
On December 31, 2018, we closed a transaction with Banco Bradesco to unwind the Brazilian Venture.
Under this agreement, the Brazilian Venture spun-off certain assets of the business that also provide services to non-Bradesco clients to a new wholly-owned FIS subsidiary.
The subsidiary entered into a long-term commercial agreement to provide current and new services to Banco Bradesco effective January 1, 2019 that include software licensing, maintenance, application management, card portfolio migration, business process outsourcing, fraud management and professional services.
As a result of the transaction, Banco Bradesco owns 100% of the entity that previously housed the Brazilian Venture and its remaining assets that relate to card processing for Banco Bradesco, which Banco Bradesco will perform internally.
The transaction is expected to result in an annualized reduction in FIS’ reported revenue of approximately $225 million.
While FIS expects the net earnings from non-Bradesco customers and the current and new services provided to Bradesco by FIS to largely replace the net earnings lost from the unwinding of the Brazilian Venture, no assurance can be made in this regard, and FIS may fail to meet its financial goals to grow the business following the closing of the transaction.
Further, it is possible that existing non-Bradesco clients may reduce the amount of services we perform for them following the unwinding of the Brazilian Venture.
In addition, the costs of operating in Brazil on a stand-alone basis could be higher than we anticipate.
Business.
If we are unsuccessful in closing sales or if the client decides not to complete an implementation after we
Further, our customers’ business models are shifting away from paying upfront license fees to paying periodic rental fees for services.
Our clients are required to comply with numerous regulations.
The Dodd-Frank Act and associated Durbin Amendment were passed and signed into law in 2010.
The Dodd-Frank Act established the CFPB and requires this and other federal agencies to implement many new regulations, which have the potential to increase the amount and types of regulation on areas of our business that were not previously regulated.
Several regulations and rules have or will be written and implemented as directed by the Dodd-Frank Act.
These rules and regulations have or will require our clients or potential clients to comply with requirements and could require us to directly comply with regulations.
growth and overall business.
Regulations enacted by the CFPB or state regulatory authorities, such as the New York State Department of Financial Services, may require FIS to adopt new business practices which may require capital investment and/or incremental expenses which could impact our future operating results.
The CFPB regulates financial and non-financial institutions and providers to those institutions.
regard as proprietary or challenge the validity of our patents with governmental authorities.
We face liability to our merchant clients if checks that we have guaranteed are dishonored by the check writer’s bank.
If checks that we have guaranteed are dishonored by the check writers' banks, we must reimburse our merchant clients for the checks' face value and pursue collection from the check writers.
In some cases, we recognize a liability to our merchant clients for estimated check returns and a receivable for amounts we estimate we will recover from the check writers, based on historical experience and other relevant factors.
The estimated check returns and recovery amounts are subject to the risk that actual amounts returned may exceed our estimates and actual amounts recovered by us may be less than our estimates.
Changes in economic conditions, the risk characteristics and composition of our clients and other factors could impact our actual and projected amounts.
Furthermore, if one of our clients for which we facilitate
We also have registered investment advisor and transfer agent businesses regulated by the SEC and subject to further regulatory requirements.
The U.K. Government has commenced negotiations to determine the future terms of the U.K.’s relationship with the E.U., including the terms of trade between the U.K. and the E.U. and other nations.
We continue to incur substantial expenses related to the SunGard acquisition, which was completed on November 30, 2015, and the integration of SunGard.
We continue to incur substantial expenses in connection with the integration of SunGard.
We continue to integrate a large number of processes, policies, procedures, operations, technologies and systems, including information technology, data centers, purchasing, accounting and finance, sales, billing, information security, risk, legal, marketing and human resources, including payroll and employee benefits.
While we have attempted to estimate the after-tax integration and restructuring costs and other costs incurred to execute the transaction following completion of the SunGard acquisition, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately.
Although we expect that the realization of efficiencies related to the integration of the businesses will offset incremental transaction, merger-related and restructuring costs over time, we cannot give any assurance that this net benefit will be achieved in the near term, or at all.
tax-free treatment of all or part of the AS Split-Off or that, if litigated, a court would not agree with the IRS or a state taxing authority.
We have a substantial investment in our Brazilian Venture and obtain significant revenue through that venture that would be lost and result in significant termination costs if our venture partner were to terminate the agreement, to the extent not replaced by further commercial agreements.
Brazilian Venture revenue attributable to our Brazilian Venture partner, Banco Bradesco, was $317 million in 2017.
The contract that we have with our Brazilian Venture partner allows for the termination or partial termination of the contract, which ends September 30, 2020, at any point during the 10-year term if minimum targets are met.
Minimum targets under the Brazilian Venture agreement have been met and the parties have begun negotiations to determine their future business relationship.
During these negotiations, the Brazilian Venture agreement remains in effect.
Depending on the results of these negotiations, our future revenue and earnings growth in Brazil could be adversely impacted.
Additionally, the Brazilian Venture employs approximately 11,000 employees in Brazil who would have the ability to file labor claims if their employment is terminated.
If our Brazilian Venture partner were to terminate the agreement, we, and they, may be subject to labor claims filed by employees of the Brazilian Venture.
These claims, if realized, could result in a significant cost and impact to our earnings.
impairment existed as of December 31, 2017.
An excerpt. Shown here: 40 of 64 rewritten, 40 of 98 added and all 36 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2018 filing and the FY2017 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
156 rewritten, 141 added, 135 removed, 197 unchanged
The following section discusses management’s view of the financial condition and results of operations of FIS and its consolidated subsidiaries as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] and for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]
FIS is a global leader in financial services [removed: technology with a focus on] [added: technology, providing solutions and services to clients in the] retail and institutional banking, payments, [added: capital markets,] asset [removed: management] [added: management,] and wealth and [removed: retirement, risk and compliance and outsourcing solutions.][added: retirement markets.]
Through the depth and breadth of our solutions portfolio, global capabilities and domain expertise, FIS serves [removed: more than 20,000] clients in over 130 countries.
Headquartered in Jacksonville, Florida, FIS employs more than [removed: 53,000] [added: 47,000] people worldwide and holds leadership positions in payment processing, financial software and banking solutions.
We have grown [removed: organically] [added: organically,] as well as through acquisitions, which have contributed critical applications and services that complement or enhance our existing offerings, diversifying our [removed: revenues] [added: revenue] by customer, geography and service offering.
[removed: In 2015,] FIS [removed: finalized a reorganization and began reporting] [added: reports] its financial performance based on three segments: Integrated Financial Solutions [removed: (“IFS”),] [added: ("IFS"),] Global Financial Solutions [removed: (“GFS”)] [added: ("GFS")] and Corporate and Other.
A description of these segments is included in Note 19 [removed: of] [added: to] the Notes to Consolidated Financial Statements.
[removed: Revenues] [added: Revenue] by segment and the [removed: results of operations] [added: adjusted EBITDA] of our segments are discussed below in Segment Results of Operations.
A considerable portion of [removed: these] [added: our] recurring [removed: revenues] [added: revenue] is derived from transaction processing fees that fluctuate with the level of accounts and card transactions, among other variable measures, associated with consumer, commercial and capital markets activity.
Professional services [removed: revenues are] [added: revenue is] typically non-recurring, and sales of software licenses are less predictable, a portion of which can be regarded as discretionary spending by our clients.
We [removed: are actively migrating many] [added: continue to assist] financial institutions [added: in migrating] to outsourced integrated technology solutions to improve their profitability and address increasing and [removed: on-going] [added: ongoing] regulatory requirements.
We anticipate consolidation within the banking industry will continue, primarily in the form of merger and acquisition [removed: activity,] [added: activity among financial institutions,] which we believe as a whole is detrimental to our business.
The majority of our [removed: European] [added: international] revenue is generated by clients in [added: Brazil,] the United Kingdom, [removed: France] [added: Germany, Canada] and [removed: Germany.][added: India.]
[removed: For further detail on our Brazilian] Venture see Note [removed: 17] [added: 16] of the Notes to Consolidated Financial [removed: Statements.][added: Statements and "Item 1A.]
As described in Note [removed: 15] [added: 16] of the Notes to Consolidated Financial Statements, on July 31, 2017, we sold a majority interest in certain of our consulting businesses to affiliates of CD&R.
Also, on [removed: Feburary] [added: February] 1, 2017, we sold our PS&E business, which had been included in our Corporate and Other segment.
The Company generates [removed: revenues] [added: revenue in a number of ways, including] from the delivery of [removed: bank] [added: account- or transaction-based] processing, [removed: credit and debit card processing services, other payment processing services, professional services,] [added: SaaS, BPaaS, cloud offerings,] software licensing, [removed: software as a service ("SaaS"), business process as a service ("BPaaS"), cloud revenue] [added: software-related services] and [removed: software related] [added: professional] services.
These situations require judgment to determine whether the individual contracts should be [removed: aggregated] [added: combined] or evaluated separately for purposes of revenue recognition.
In making this determination, we consider the timing of negotiating and executing the contracts, whether the different elements of the contracts are [removed: interdependent] [added: negotiated as a package with a single commercial objective, whether the solutions or services promised in the contracts are a single performance obligation,] and whether any of the payment terms of the contracts are interrelated.
Our individual contracts also frequently include multiple [removed: elements.][added: promised solutions or services.]
We must apply judgment in these circumstances in determining whether individual [removed: elements] [added: promised solutions or services] can be considered [removed: separate units of accounting] [added: distinct] or should instead be [removed: accounted for in combination] [added: combined] with other [removed: deliverables.][added: promised solutions or services in the contract.]
However, the broader accounting policy assumptions that we apply across similar [removed: arrangements] [added: contracts] or classes of clients could significantly influence the timing and amount of revenue recognized in our historical and [removed: future results of operations or financial position.]
Additional information about our revenue recognition policies is included in Note 2 [removed: to] [added: of] the [added: Notes to] Consolidated Financial Statements.
Software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, which is three to [removed: ten] [added: 10] years (as discussed below in the Critical Accounting Policy section Purchase Accounting).
As of December 31, [removed: 2017] [added: 2018] and [removed: December 31, 2016,] [added: 2017,] computer software, net of accumulated amortization, was [removed: $1.7] [added: $1.8] billion and [removed: $1.6] [added: $1.7] billion, respectively, and amortization of computer software was [removed: $436] [added: $468] million, [removed: $396] [added: $436] million, and [removed: $229] [added: $396] million for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] respectively.
For the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] respectively, we have not had more than minimal charges for impairments of software.
[removed: We periodically review the estimated useful lives assigned to] our finite-lived intangible assets to determine whether such estimated useful lives continue to be appropriate.
We had no significant business combinations during the [removed: 2016] [added: 2018] and 2017 periods.
FASB ASC [removed: Topic 350] [added: Subtopic 350-20] allows an entity first to assess qualitatively whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value, referred to in the guidance as "step zero." If an entity concludes that it is more likely than not that a reporting unit's fair value is less than its carrying amount (that is, a likelihood of more than 50 percent), the "step one" quantitative assessment must be performed for that reporting unit.
[added: FASB] ASC [removed: Topic 350] [added: Subtopic 350-20] provides examples of events and circumstances that should be considered in performing the [removed: "step zero"] [added: step zero] qualitative assessment, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events affecting a reporting unit or the entity as a whole and a sustained decrease in share price.
We assess goodwill for impairment on an annual basis during the fourth quarter [removed: using a September 30 measurement date unless circumstances require a] [added: or] more [removed: frequent measurement.][added: frequently if circumstances indicate potential impairment.]
For each of [removed: 2017] [added: 2018, 2017,] and 2016, we began our annual impairment test with the step zero qualitative [removed: analysis.][added: assessment.]
In performing the step zero qualitative [removed: analysis] [added: assessment] for each year, examining those factors most likely to affect our valuations, we concluded that it remained more likely than not that the fair value of each of our reporting units continued to exceed their carrying amounts.
Consequently, we did not perform a step one quantitative [removed: analysis] [added: assessment] specifically for the purpose of our annual impairment test [removed: in any year presented in] [added: for] these [removed: financial statements.][added: years.]
Similar to the [added: FASB] ASC [removed: Topic 350] [added: Subtopic 350-20] guidance for goodwill, [added: FASB] ASC [removed: Section 360-10-35] [added: Subtopic 350-30] allows an organization to first perform a qualitative assessment of whether it is more likely than not that an indefinite-lived intangible asset has been impaired.
[removed: We] [added: For 2016, we] engaged independent specialists to perform a valuation of our indefinite-lived intangible [removed: assets in 2016 and 2015,] [added: assets,] using a form of income approach valuation known as the relief-from-royalty method.
[removed: For 2017, we began our assessment of indefinite lived intangibles with the step zero qualitative analysis because there] [added: There] was [removed: a] substantial excess of fair value over carrying value for [removed: each of] our indefinite-lived intangible assets [removed: based on] [added: in] the 2016 [removed: and 2015] independent valuations.
Determining the fair value of a reporting unit or acquired intangible assets with [removed: indefinite-lives] [added: indefinite lives] involves judgment and the use of significant estimates and assumptions, which include assumptions regarding forecasted revenue growth rates, operating margins, capital expenditures, tax rates, and other factors used to calculate estimated future cash flows.
Goodwill was [removed: $13.7] [added: $13.5] billion and [removed: $14.2] [added: $13.7] billion as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively, and indefinite-lived [removed: intangibles was $48] [added: intangible assets were $43] million and [removed: $80] [added: $48] million as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.
However, because there was a substantial excess of fair value over carrying value in [removed: each of] our previous independent [removed: valuations,] [added: valuations performed in 2015 for goodwill and 2016 for indefinite-lived intangible assets,] we believe the likelihood of obtaining materially different results based on a change of assumptions is low.
We evaluate possible acquisitions that might contribute to our growth or performance on an ongoing basis.
Over the last three years, we have moved approximately 50% of our server compute to our FIS cloud located in our strategic data centers and our goal is to increase that percentage to 65% by the end of 2019 and 80% by the end of 2021.
This allows us to further enhance security for our clients’ data and increases the flexibility and speed with which we can provide services and solutions to our clients, eventually at lesser cost.
Concurrently, we have continued to consolidate our data centers, closing 10 additional data centers in 2018.
Our consolidation has generated a savings for the Company as of year-end 2018 exceeding $100 million in run rate annual expense reduction since the program’s inception in mid-2016.
We plan to close and consolidate approximately 20 more data centers by 2021, which should result in additional run rate annual expense reduction of about $150 million.
We continue to invest in modernization, innovation and integrated solutions and services in order to meet the demands of the markets we serve and compete with global banks, international providers, and disruptive technology innovators.
We invest both organically and through investment opportunities in companies building complementary technologies in the financial services space.
Our internal efforts in research and development activities have related primarily to the modernization of our proprietary core systems, design and development of next generation digital and innovative solutions and development of
processing systems and related software applications and risk management platforms.
We have increased our investments in these areas in each of the last three years.
We expect to continue our practice of investing an appropriate level of resources to maintain, enhance and extend the functionality of our proprietary systems and existing software applications, to develop new and innovative software applications and systems to address emerging technology trends in response to the needs of our clients and to enhance the capabilities of our outsourcing infrastructure.
We have been providing our large regional banking customers in the U.S. with Digital One, an integrated digital banking platform, and are now adding functionality and offering Digital One to our community bank clients to provide a consistent, omnichannel experience for consumers of banking services across self-service channels like mobile banking and online banking, as well as supporting channels for bank staff operating in bank branches and contact centers.
The uniform customer experience will extend to support a broad range of financial services including opening new accounts; servicing of existing accounts; providing money movement services; personal financial management; as well as a broad range of other consumer, small business and commercial banking capabilities.
Digital One will be integrated into and will extend the core banking platforms offered by FIS and will also be offered to customers of non-FIS core banking systems.
In certain of the international markets in which we do business, we continue to experience growth on a constant currency basis.
For the full year of 2019, we anticipate an approximate $45 million adverse impact to revenue due to foreign currency translation, although the actual amount of impact is uncertain due to the many factors that affect exchange rates.
On December 31, 2018, FIS closed the transaction we previously announced to unwind the Brazilian Venture with Banco Bradesco.
Under this agreement, the Brazilian Venture spun-off certain assets of the business that also provide services to non-Bradesco clients to a new wholly-owned FIS subsidiary.
This subsidiary entered into a long-term commercial agreement to provide current and new services to Banco Bradesco effective January 1, 2019 that include software licensing, maintenance, application management, card portfolio migration, business process outsourcing, fraud management and professional services.
As a result of the transaction, Banco Bradesco owns 100% of the entity that previously housed the Brazilian Venture and its remaining assets that relate to card processing for Banco Bradesco, which Banco Bradesco will perform internally.
The transaction is expected to result in an annualized reduction in FIS’ reported revenue of approximately $225 million.
In addition, it resulted in impairment charges of $95 million in the third quarter of 2018.
For further detail on our Brazilian
Risk Factors" included elsewhere in this report.
These divestitures affect the comparability of our results of operations for the 2018, 2017 and 2016 periods presented.
At contract inception, we assess the solutions and services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a solution or service (or bundle of solutions or services) that is distinct - i.e., if a solution or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
We recognize revenue when or as we satisfy a performance obligation by transferring control of a solution or service to a customer.
We must use judgment to determine the appropriate measure of progress for performance obligations satisfied over time and the timing of when the customer obtains control for performance obligations satisfied at a point in time.
Judgment is also required in estimating and allocating variable consideration to one or more, but not all, performance obligations in a contract, determining the standalone selling prices of each performance obligation, and allocating the transaction price to each distinct performance obligation in a contract.
future results of operations or financial position.
We periodically review the estimated useful lives assigned to
Performance of a qualitative impairment assessment requires judgment.
We assess indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment.
Based upon this quantitative assessment performed, there was no impairment for 2016.
For each of 2018 and 2017, we performed a qualitative assessment examining those factors most likely to affect our valuations and concluded that it remained more likely than not that our indefinite-lived intangible assets were not impaired.
Consequently, we did not perform a quantitative impairment assessment specifically for the purpose of our annual impairment test for either of these years.
For information regarding factors affecting comparability, see "Item 6.
Selected Financial Data." As a result of the transactions noted in Item 6.
| Revenue | $ | 8,423 | | | $ | 8,668 | | | $ | 8,831 | |
The completion of the SunGard acquisition on November 30, 2015 increased our existing portfolio to include solutions that automate a wide range of complex business processes for financial services institutions and corporate and government treasury departments.
We recast all previous periods to
conform to the new segment presentation.
Following our November 30, 2015 acquisition of SunGard, the SunGard business was included within the GFS segment as its economic characteristics, international business model, and various
other factors largely aligned with those of our GFS segment.
As we further integrated the acquired SunGard businesses through March 31, 2016, we reclassified certain SunGard businesses (corporate liquidity and wealth and retirement) that are
oriented more to the retail banking and payments activities of IFS into that segment.
Certain other businesses from both SunGard (public sector and education businesses, which were divested in February 2017), and legacy FIS (global commercial services and retail check processing) were reclassified to the Corporate and Other segment, as were SunGard administrative expenses.
Prior periods were reclassified to conform to the current segment presentation.
The SunGard acquisition broadened our solution portfolio, enabling us to expand beyond our traditional banking and payments markets into the institutional and wholesale side of financial institutions as well as other capital markets organizations.
It also significantly expanded our existing solutions and client base in wealth and retirement, treasury and corporate payments.
These solutions are in demand among our regional and community financial institution clients as they look for ways to replace highly regulated fee revenues.
The combination also favorably impacted our revenue mix, with a greater concentration of license revenues and higher margin services.
Through the integration of SunGard into our existing operations, we achieved significant cost savings around administration and technology expenses, and exited 2017 with a cost synergy run-rate savings exceeding $325 million.
We are focused on enabling our clients to deliver this experience to their customers through our integrated solutions and services.
We continue to innovate and invest in these integrated solutions and services to assist clients as they address this market demand.
This is an area of on-going competition from global banks, international providers, and disruptive technology innovators.
Digital payment volume is growing significantly but does not yet represent a meaningful amount of the payments market.
High profile North American merchant payment card information security breaches have pushed the payment card industry towards EMV integrated circuit cards as financial institutions, card networks and merchants seek to improve information security and reduce fraud costs.
We invested in our card management solutions and card manufacturing and processing capabilities to accommodate EMV integrated circuit cards so we can continue to guide our clients through this technology transition, and grow our card driven businesses.
A large portion of the migration to EMV is complete.
The remaining migration will continue as financial institutions issue replacement cards.
Notwithstanding challenging global economic conditions, our on-going international business continued to experience growth on a constant currency basis.
In 2017, we have experienced minimal foreign currency impacts.
Brazilian Venture revenue attributable to our Brazilian Venture partner, Banco Bradesco, was $317 million in 2017.
The contract that we have with our Brazilian Venture partner allows for the termination or partial termination of the contract, which ends September 30, 2020, at any point during the 10-year term if minimum targets are met.
Minimum targets under the Brazilian Venture agreement have been met and the parties have begun negotiations to determine their future business relationship.
During these negotiations, the Brazilian Venture agreement remains in effect.
Depending on the results of these negotiations, our future revenue and earnings growth in Brazil could be adversely impacted.
Revenues are recognized when evidence of an arrangement exists, delivery has occurred, fees are fixed or determinable and collection is considered probable.
Each of these primary revenue recognition criteria requires exercising an appropriate level of judgment.
Judgment is also required in ascribing fair value to each deliverable for purposes of allocating consideration.
For certain agreements, we use contract accounting if the arrangement with the customer includes significant customization, modification, or production of software.
For these arrangements, we use the percentage-of-completion method, which requires the use of reasonable estimates of total revenues and contract hours.
These estimates are revised and updated at each reporting period.
Additionally, a small percentage of revenues, including some equipment sales and merchant interchange fees, are recognized on a net-of-cost basis because the Company is not the primary obligor, among other criteria.
The determination of gross versus net recognition requires judgment in evaluating the Company's contractual obligations to the customer.
This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.
We also estimate the fair value of acquired intangible assets with indefinite lives and compare this amount to the underlying carrying value annually.
Based upon the results of these assessments, there were no indications of impairment.
An excerpt. Shown here: 40 of 156 rewritten, 40 of 141 added and 40 of 135 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2018 filing and the FY2017 filing.
Item 7A. Quantitative and Qualitative Disclosure About Market Risks
24 rewritten, 16 added, 7 removed, 17 unchanged
In addition to existing cash balances and cash provided by operating activities, we use [removed: fixed rate] [added: fixed-rate] and [removed: variable rate] [added: variable-rate] debt to finance our operations.
We are exposed to interest rate risk on these debt obligations and related interest rate [removed: swaps, if any.][added: swaps.]
The senior notes (as described in Note 10 of the Notes to Consolidated Financial Statements) represent [removed: substantially all] [added: the majority] of our fixed-rate long-term debt obligations as of December 31, [removed: 2017.][added: 2018.]
The carrying value [added: excluding unamortized discounts] of the senior notes was [removed: $8,553] [added: $8,476] million as of December 31, [removed: 2017.][added: 2018.]
The fair value of the senior notes was approximately [removed: $8,709] [added: $8,336] million as of December 31, [removed: 2017.][added: 2018.]
Our floating rate [removed: long-term debt obligations] [added: risk] principally [removed: relate] [added: relates] to borrowings under [removed: the FIS] [added: our Commercial Paper Program and Revolving] Credit [removed: Agreement] [added: Facility] (as defined in Note 10 of the Notes to Consolidated Financial [removed: Statements).][added: Statements) and an interest swap on our fixed-rate long-term debt.]
[removed: An] [added: For comparison purposes, based on principal amounts of floating rate debt outstanding as of December 31, 2017, and calculated in the same manner as set forth above, an] increase of 100 basis points in the [removed: LIBOR] [added: weighted-average interest] rate would [removed: increase] [added: have increased] our annual [removed: debt service under the FIS Credit Agreement] [added: interest expense] by approximately $2 [removed: million (based on principal amounts outstanding as of December 31, 2017).][added: million.]
We performed the foregoing sensitivity analysis based [added: solely] on the principal amount of our floating rate debt as of December 31, [removed: 2017.][added: 2018.]
[removed: This] sensitivity analysis [removed: is based solely on the principal amount of such debt as of December 31, 2017, and] does not take into account any changes that occurred in the prior 12 months or that may take place in the next 12 months in the amount of our outstanding debt.
Further, [removed: in] this sensitivity analysis [added: assumes] the change in interest rates is [removed: assumed to be] applicable for an entire year.
We manage the exposure to these risks through a combination of normal operating activities and the use of foreign currency forward contracts and non-derivative [added: and derivative] investment hedges.
Changes in foreign currency exchange rates affect translations of [removed: revenues] [added: revenue] denominated in currencies other than the U.S. Dollar.
During the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] we generated approximately [removed: $1,830] [added: $1,542] million, [removed: $1,909] [added: $1,821] million and [removed: $1,336] [added: $1,908] million, respectively, in [removed: revenues] [added: revenue] denominated in currencies other than the U.S. Dollar.
A 10% move in average exchange rates for these currencies (assuming a simultaneous and immediate 10% change in all of such rates for the relevant period) would have resulted in the following increase or [removed: (decrease)] [added: decrease] in our reported [removed: revenues] [added: revenue] for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] (in millions):
| Currency | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Pound Sterling | | $ | [removed: 42] [added: 34] | | | $ | [removed: 47] [added: 41] | | | $ | [removed: 34] [added: 44] | |
| Euro | | [removed: 35] [added: 30] | | | | [removed: 38] [added: 33] | | | | [removed: 33] [added: 38] | | |
| Real | | [removed: 39] [added: 38] | | | | [removed: 32] [added: 39] | | | | [removed: 29] [added: 34] | | |
| [removed: Indian] Rupee | | [removed: 14] [added: 13] | | | | [removed: 12] [added: 14] | | | | [removed: 10] [added: 12] | | |
While our results of operations have been impacted by the effects of currency fluctuations, our international operations' [removed: revenues] [added: revenue] and expenses are generally denominated in local currency, which reduces our economic exposure to foreign exchange risk in those jurisdictions.
[removed: Revenues] [added: Revenue] included [removed: $16 million favorable and $100] [added: $40] million [added: of] unfavorable and [removed: net earnings included $2 million favorable and $10] [added: $16] million [removed: unfavorable, respectively,] of [added: favorable] foreign currency impact during [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017, respectively,] resulting from changes in the U.S. [removed: Dollar during these years compared to the preceding year.][added: Dollar.]
We do periodically enter into foreign currency forward exchange contracts to hedge foreign currency exposure to intercompany [removed: loans.][added: loans and other balance sheet items.]
We did not have any [removed: of these derivatives] [added: significant forward contracts] as of December 31, [added: 2018 or] 2017.
The Company also utilizes [removed: non-derivative] [added: organic foreign currency denominated debt and cross-currency interest rate swaps designated as] net investment hedges in order to reduce the volatility [removed: in the income statement caused by] [added: of] the [removed: changes in foreign currency exchange rates] [added: net investment value of certain of its Euro and Pound Sterling functional subsidiaries] (see Note 11 of the Notes to Consolidated Financial Statements).
At December 31, 2018, our weighted-average cost of debt was 3.3% with a weighted-average maturity of 7.5 years; 89% of our debt was fixed-rate and the remaining 11% of our debt was floating rate.
A 100 basis point increase in the weighted-average interest rate on our floating rate debt would have increased our 2018 interest expense by $10 million.
This
As of December 31, 2018, we entered into the following interest rate swap transaction converting the interest rate exposure on our Senior Euro Notes due July 2024 from fixed to variable (in millions):
| | | | | | | | | Bank pays | | | FIS pays | |
| Effective Date | | Maturity Date | | Notional | | | | fixed rate of | | | variable rate of | |
| December 21, 2018 | | July 15, 2024 | | € | 500 | | | 1.100 | % | | 3-month Euribor + .878% | (1) |
(1) 0.507% in effect as of December 31, 2018.
We designated the interest rate swap as a fair value hedge for accounting purposes as described in Note 11 of the Notes to Consolidated Financial Statements.
A 100 basis point increase in the 3-month Euribor rate would increase our annual interest expense by approximately $6 million.
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| Total increase or decrease | | $ | 115 | | | $ | 127 | | | $ | 128 | |
Net earnings attributable to FIS common stockholders included $12 million of unfavorable and $2 million of favorable foreign currency impact during 2018 and 2017, respectively, resulting from changes in the U.S. Dollar.
For the full year of 2019, we anticipate an approximate $45 million adverse impact to revenue due to foreign currency translation, although the actual amount of impact is uncertain due to the many factors that affect exchange rates.
For comparison purposes, based on principal amounts of floating rate debt outstanding as of December 31, 2016, and calculated in the same manner as set forth above, an increase of 100 basis points in the LIBOR rate would have increased our annual interest expense by approximately $1 million.
As of December 31, 2017, we had no outstanding interest rate swaps.
In September 2015, the Company entered into treasury lock hedges with a total notional amount of $1.0 billion, reducing the risk of changes in the benchmark index component of the 10-year treasury yield.
The Company designated these derivatives as cash flow hedges.
On October 13, 2015, in conjunction with the pricing of the $4.5 billion senior notes, the Company terminated these treasury lock contracts for a cash settlement payment of $16 million, which was recorded as a component of Other Comprehensive Earnings and will be reclassified as an adjustment to interest expense over the ten years during which the related interest payments that were hedged will be recognized in income.
| Total increase or decrease | | $ | 130 | | | $ | 129 | | | $ | 106 | |
In 2018, we expect minimal foreign currency impact on our earnings.
Item 1. Business
52 rewritten, 29 added, 26 removed, 182 unchanged
FIS is a global leader in financial services [removed: technology with a focus on] [added: technology, providing solutions and services to clients in the] retail and institutional banking, payments, [added: capital markets,] asset management and wealth and [removed: retirement, risk and compliance and outsourcing solutions.][added: retirement markets.]
Through the depth and breadth of our solutions portfolio, global capabilities and domain expertise, FIS serves [removed: more than 20,000] clients in over 130 countries.
Headquartered in Jacksonville, Florida, FIS employs more than [removed: 53,000] [added: 47,000] people worldwide and holds leadership positions in payment processing, financial software and banking solutions.
FIS is incorporated under the laws of the State of Georgia as Fidelity National Information Services, Inc. and our stock is traded on the New York Stock Exchange under the trading symbol [removed: "FIS".][added: "FIS."]
We have grown organically, as well as through acquisitions, which have contributed critical applications and services that complement or enhance our existing offerings, diversifying our [removed: revenues] [added: revenue] by customer, geography and service offering.
We sell [removed: many] [added: certain] of these solutions to domestic companies, as well as to global organizations and companies domiciled both within and outside of North America, where our solutions are able to be deployed across multiple regions.
[removed: In 2015,] FIS [removed: finalized a reorganization and began reporting] [added: reports] its financial performance based on three segments: Integrated Financial Solutions [removed: (“IFS”),] [added: ("IFS"),] Global Financial Solutions [removed: (“GFS”)] [added: ("GFS")] and Corporate and Other.
For information about our revenues and assets by geographic area see Notes [removed: 2(n)] [added: 2(n), 3] and 19 of the Notes to Consolidated Financial Statements.
| • | Global Distribution and Scale - Our worldwide presence, array of solution offerings, customer breadth, established infrastructure and employee depth enable us to leverage our client relationships and global scale to drive revenue [added: growth and operating efficiency. We are a global leader in the markets we serve, supported by a large, knowledgeable talent pool of employees around the world.] |
| • | Extensive Domain Expertise and Extended Portfolio Depth - FIS has a significant number and wide range of high-quality software applications and service offerings that have been developed over many years with substantial input from our customers. Our broad portfolio of solutions includes a wide range of flexible service arrangements for the deployment and support of our software, from managed processing arrangements, either at the customer's site or at an FIS location, [added: including data centers or our private cloud,] to traditional license and maintenance fee approaches. This broad solution set allows us to bundle tailored or integrated services to compete effectively. In addition, FIS is able to use the modular nature of our software applications and our ability to integrate many of our services with the services of others to provide customized solutions that respond to individualized customer needs. We understand the needs of our customers and have developed and acquired innovative solutions that can give them a competitive advantage and reduce their operating costs. [added: We have made significant investment in modernizing our platforms and solutions and] |
| • | Excellent [added: and Long-Term] Relationship with Customers - A significant percentage of FIS’ business with our customers relates to applications and services provided under multi-year, recurring contracts. The nature of these relationships allows us to develop close partnerships with these customers, resulting in high client retention rates. As the breadth of FIS’ service offerings has expanded, we have found that our access to key customer personnel is increasing, presenting greater opportunities for cross-selling and providing integrated, total solutions to our customers. |
Our mission is to deliver superior solutions and services to our [removed: clients,] [added: clients and to expand our client base,] which will result in sustained revenue and earnings growth for our shareholders.
| • | Build, Buy, or Partner to Add Solutions to Cross-Sell [added: Existing Clients and Win New Clients] - We continue to invest in growth through internal software development, as well as through acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to [removed: cross-sell.] [added: cross-sell existing clients and capture the interest of new clients.] We also partner from time to time with other entities to provide comprehensive offerings to our prospects and customers. By investing in solution innovation and integration, we continue to expand our value proposition to our prospects and clients. |
| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
The IFS segment is focused primarily on serving North American [removed: regional and community bank and savings institutions] [added: clients] for transaction and account processing, payment solutions, channel solutions, digital channels, fraud, risk management and compliance solutions, lending and wealth and retirement solutions, and corporate liquidity, capitalizing on the continuing trend to outsource these solutions.
Clients in this segment include regional and community banks, credit unions and commercial lenders, as well as government institutions, [removed: merchants and other commercial organizations.]
These markets are primarily served through integrated solutions and characterized by multi-year processing contracts that generate highly recurring [removed: revenues.][added: revenue.]
The predictable nature of cash flows generated from this segment provides opportunities for further investments in innovation, integration, information and security, and compliance in a [removed: cost-effective] [added: cost effective] manner.
Our solutions in this segment [removed: include:][added: include the following:]
| • | Core Processing and Ancillary Applications. Our core processing software applications are designed to run banking processes for our financial institution clients, including deposit and lending systems, customer management, and other central management systems, serving as the system of record for processed activity. Our diverse selection of market-focused core systems enables FIS to compete effectively in a wide range of markets. We [added: continue to invest in our core modernization efforts to further differentiate our offerings for the long-term. We] also offer a number of services that are ancillary to the primary applications listed above, including branch automation, back-office support systems and compliance support. |
| • | Digital Solutions, Including Internet, Mobile and eBanking. Our comprehensive suite of retail delivery applications enables financial institutions to integrate and streamline customer-facing operations and back-office processes, thereby improving customer interaction across all channels (e.g., branch offices, Internet, ATM, Mobile, call centers). FIS' focus on consumer access has driven significant market innovation in this area, with multi-channel and multi-host solutions and a strategy that provides tight integration of services and a seamless customer experience. [removed: FIS is a leader in mobile banking solutions] [added: We are now adding functionality] and [removed: electronic] [added: offering Digital One, an integrated digital] banking [removed: enabling] [added: platform, to our community bank] clients to [removed: manage] [added: provide a consistent, omnichannel experience for consumers of] banking [removed: and payments through the Internet,] [added: services across self-service channels like] mobile [removed: devices, accounting software and telephone. Our corporate electronic] banking [removed: solutions provide commercial treasury capabilities including cash management services] and [removed: multi-bank collection] [added: online banking, as well as supporting channels for bank staff operating in bank branches] and [removed: disbursement] [added: contact centers. The uniform customer experience will extend to support a broad range of financial] services [removed: that address the specialized needs] [added: including opening new accounts; servicing] of [removed: corporate clients.] [added: existing accounts; providing money movement services; personal financial management; as well as a broad range of other consumer, small business and commercial banking capabilities. Digital One will be integrated into and will extend the core banking platforms offered by] FIS [removed: systems provide full accounting] and [removed: reconciliation for such transactions, serving] [added: will] also [removed: as the system] [added: be offered to customers] of [removed: record.] [added: non-FIS core banking systems.] |
| • | Fraud, Risk Management and Compliance Solutions. Our decision solutions offer a spectrum of options that cover the account lifecycle from helping to identify qualified account applicants to managing existing customer accounts and fraud. Our applications include know-your-customer, new account decisioning and opening, account and transaction management, fraud management and collections. Our risk management services use our proprietary risk management models and data sources to assist in detecting fraud and assessing the risk of opening a new account. Our systems use a combination of advanced authentication procedures, predictive analytics, artificial intelligence modeling and proprietary and shared databases to assess and detect fraud risk for deposit transactions for financial institutions. [removed: We also provide outsourced risk management and compliance solutions that are configurable to a client's regulatory and risk management requirements.] |
| • | Card and Retail [added: Payment] Solutions. Approximately [removed: 5,600] [added: 5,500] financial institutions use a combination of our technology and/or services to issue VISA®, MasterCard® or American Express® branded credit and debit cards or other electronic payment cards for use by both consumer and business accounts. Card transactions continue to increase as a percentage of total point-of-sale payments, which fuels continuing demand for card-related services. We offer Europay, MasterCard and VISA ("EMV") integrated circuit cards, often referred to as smart cards or chip cards, as well as a variety of stored-value card types and loyalty/reward programs. Our integrated services range from card production and activation to processing to an extensive range of fraud management services and value-added loyalty programs designed to increase card usage and fee-based revenues for financial institutions and merchants. The majority of our programs are full service, including most of the operations and support necessary for an issuer to operate a credit card program. We do not make credit decisions for our card issuing clients. We are also a leading provider of prepaid card services, which include gift cards and reloadable cards, with end-to-end solutions for development, processing and administration of stored-value programs. Our closed loop gift card solutions and loyalty programs provide merchants compelling solutions to drive consumer loyalty. In addition, our merchant processing service provides a merchant or [removed: financial institution a comprehensive solution to manage its merchant card activities, including point-of-sale equipment, transaction authorization, draft capture, settlement, charge-back processing and reporting.] |
| • | Government Payments Solutions. We provide comprehensive, customized electronic service applications for government agencies, including Internal Revenue Service [removed: (IRS)] [added: ("IRS")] payment services and government food stamp and nutrition programs known as Supplemental Nutrition Assistance Program [removed: (“SNAP”)] [added: ("SNAP")] and Women, Infants and Children ("WIC"). We also facilitate the collection of state income taxes, real estate taxes, utility bills, vehicle registration fees, driver’s license renewal fees, parking tickets, traffic citations, tuition payments, court fees and fines, hunting and fishing license fees, as well as various business licenses. |
GFS clients include the largest global financial institutions, including those headquartered in the United States, as well as international financial institutions we serve as clients in more than 130 countries around the world, and asset managers, [removed: buy-and] [added: buy- and] sell-side securities and trading firms, insurers and private equity firms.
GFS clients purchase our solutions and services in various ways including licensing and managing technology [removed: “in-house”,] [added: "in-house,"] using consulting and third-party service providers as well as fully outsourced end-to-end solutions.
| • | Retail Banking and Payments Services. Our GFS operations leverage existing applications and provide services for the specific business needs of our customers in targeted global markets. Services are delivered from our operation centers around the world. Our banking solution services include fully outsourced core bank processing [removed: arrangements,] [added: arrangements including an integrated digital banking platform,] application management, software licensing and maintenance and facilities management. Our payment solution services include fully outsourced card-issuer services and customer support, payment processing (including real-time payments) and switching services, prepaid and debit card processing, software licensing and maintenance, outsourced ATM management and retail point-of-sale payment services. |
| • | Strategic Consulting Services. We completed the sale of a majority stake in Capco, which comprised our Strategic Consulting Services, on July 31, [removed: 2017.] [added: 2017] (see Note [removed: 15] [added: 16] of the Notes to Consolidated Financial Statements). |
The overhead and leveraged costs relate to marketing, corporate finance and accounting, human resources, legal, and amortization of acquisition-related intangibles and other costs that are not considered when management evaluates revenue generating segment performance, such as acquisition integration and [removed: severance] [added: other] costs.
[removed: The business] [added: Our] solutions in this segment [removed: include:][added: include the following:]
| • | Public Sector and Education. We completed the sale of our Public Sector and Education business to portfolio companies of Vista Equity Partners on February 1, 2017 (see Note [removed: 15] [added: 16] of the Notes to Consolidated Financial Statements). |
Although we acquired the trademarks and trade names used by [removed: SunGard,] [added: SunGard through the acquisition by FIS and certain of its wholly owned subsidiaries of SunGard and SunGard Capital Corp. II (collectively, "SunGard") on November 30, 2015 (the "SunGard acquisition"),] we note that following the split-off of the Availability Services [removed: (“AS”)] [added: ("AS")] business by SunGard in 2014, AS has the right to use the Sungard Availability Services name, which does not include the right to use the SunGard name or its derivatives.
Our research and development activities have related primarily to the [added: modernization of our proprietary core systems,] design and development of [added: next generation digital and innovative solutions and development of] processing systems and related software applications and risk management platforms.
During the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] approximately [removed: 2%] [added: 3%] to [removed: 5%] [added: 4%] of revenues were non-capitalizable research and development expense.
Our services are subject to a broad range of complex federal, state, and foreign regulation and requirements, as well as requirements under the rules of self-regulatory organizations, including federal truth-in-lending and truth-in-savings rules, Regulation AA (Unfair or Deceptive Acts or Practices), data protection and privacy laws, usury laws, laws governing state trust charters, the Equal Credit Opportunity Act, the Electronic Funds Transfer Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Bank Secrecy Act, the USA Patriot Act, the Internal Revenue Code, the Employee Retirement Income Security Act, the Health Insurance Portability and Accountability Act, the Community Reinvestment Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the Investment Advisors Act of 1940 (the "1940 Act"), [added: anti-corruption laws including] the U.S. Foreign Corrupt Practices Act and [removed: UK] [added: U.K.] Bribery Act, [removed: and] the rules and regulations of the Financial Industry Regulatory Authority [removed: (“FINRA”),] [added: ("FINRA"),] the Securities and Exchange Commission [removed: (“SEC”)] [added: ("SEC")] and the Financial Conduct Authority in the U.K. [removed: (“FCA”).][added: ("FCA").]
In other cases, our clients are contractually responsible for determining what is required of them under applicable laws and regulations [removed: so that we can assist them in their] [added: and utilize our products and services to achieve] compliance [removed: efforts.][added: with those laws and regulations.]
The principal areas of regulation impacting our business [removed: are:][added: are the following:]
Our U.S.-based wealth and retirement [removed: business holds] [added: businesses held] charters in [added: 2018 in] the states of Georgia and Delaware, which [removed: makes] [added: made] us subject to the regulatory compliance requirements of the Georgia Department of Banking and Finance and the State of [added: Delaware Office of the State Bank Commissioner.]
Our subsidiaries also include an SEC-registered [removed: investment adviser and SEC-registered] transfer agent.
| • | Privacy and Data Protection. The Company is subject to [removed: a] [added: an increasing] number of privacy and data protection laws, regulations and directives globally (referred to collectively as [removed: “Privacy Laws”),] [added: "Privacy Laws"),] many of which place restrictions on the Company’s ability to efficiently transfer, access and use personal data across its business. The legislative and regulatory landscape for privacy and data protection continues to evolve. |
Our solutions include core processing solutions; digital solutions; fraud, risk management and compliance solutions; electronic funds transfer and network services; card and retail payment solutions; corporate liquidity solutions; wealth and retirement solutions; item processing and output services; government payments solutions; ePayment solutions; securities processing and finance solutions; global trading solutions; asset management and insurance solutions; and global commercial services for financial institutions and credit unions, as well as companies and governmental entities.
moving our server compute into our private cloud located in our strategic data centers to increase our competitiveness in the global marketplace.
| IFS | $ | 4,401 | | | $ | 4,260 | | | $ | 4,178 | |
| GFS | 3,718 | | | | 4,050 | | | | 4,183 | | |
| Corporate and Other | 304 | | | | 358 | | | | 470 | | |
| Total Consolidated Revenues | $ | 8,423 | | | $ | 8,668 | | | $ | 8,831 | |
merchants and other commercial organizations.
financial institution a comprehensive solution to manage its merchant card activities, including point-of-sale equipment, transaction authorization, draft capture, settlement, charge-back processing and reporting.
This segment included the Company's consolidated Brazilian Venture until the joint venture with Banco Bradesco was unwound and the assets we continue to own were spun-off to a new wholly-owned FIS subsidiary on December 31, 2018 (see Note 16 of the Notes to Consolidated Financial Statements).
At the end of 2018, the only business unit remaining in this segment is our Global Commercial Services business described below:
The non-strategic business solutions in this segment have been divested as described below:
| • | Retail Check Processing. Effective August 31, 2018, FIS sold substantially all the assets of the Certegy Check Services business unit in North America (see Note 5 of the Notes to Consolidated Financial Statements). |
We divested Reliance Trust Company of Delaware effective December 31, 2018, which was our only charter in Delaware.
| • | Oversight by Securities Regulators. Our subsidiary that conducts our broker-dealer business in the U.S. is registered as a broker-dealer with the SEC, is a member of FINRA, and is registered as a broker-dealer in numerous states. Our broker-dealer is subject to regulation and oversight by the SEC. In addition, FINRA, a self-regulatory organization |
that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms, including our broker-dealer.
State securities regulators, the Municipal Securities Rulemaking Board, and various exchanges, including the New York Stock Exchange, also have regulatory or oversight authority over our broker-dealer.
Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, public and private securities offerings, use and safekeeping of customers’ funds and securities, capital structure, record keeping, the financing of customers’ purchases and the conduct and qualifications of directors, officers and employees.
In particular, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC’s uniform net capital rule, Rule 15c3-1.
Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer’s assets be kept in relatively liquid form.
The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances.
Additionally, the SEC’s uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.
New and proposed data protection legislation and regulations also significantly affect our business.
We have amended thousands of client and vendor contracts and put into place a thorough compliance program to comply with this new comprehensive privacy law.
Although the GDPR applies across the EU without a need for local
The Company will also be subject to the California Consumer Privacy Act ("CCPA"), which comes into effect on January 1, 2020 and provides California residents additional data protection rights including the right to be informed about the personal information collected by third parties and the use of that personal data.
Further, certain operations of the Company will be subject to the Brazil General Personal Data Protection Act, which is also scheduled to become effective in 2020.
This is a trend we expect to continue.
These circumstances present both a threat and an opportunity for FIS.
Through the expertise we have gained with this ongoing focus and involvement, we have developed fraud, security, risk management and compliance solutions to target this growth opportunity in the financial services industry.
These acquired offerings include integrated core banking and payment solutions, mobile banking solutions, item processing services, card issuer services, risk management solutions, electronic loan amendment applications and services, electronic funds transfer ("EFT") services, merchant acquiring services, and prepaid/gift card processing for community banks, credit unions, and other financial institutions.
On November 30, 2015, FIS acquired SunGard (the "SunGard acquisition").
The SunGard acquisition increased our existing portfolio of solutions to automate a wide range of complex business processes to financial services institutions and corporate and government treasury departments, adding solutions for trading, securities operations, administering investment portfolios, accounting for investment assets, and managing risk and compliance requirements.
The combination of FIS and SunGard brought together complementary technology solutions and services to enable a broader technology platform serving our existing and future clients.
We recast all previous periods to conform to the new segment presentation.
Following our November 30, 2015 acquisition of SunGard, the SunGard business was included within the GFS segment as its economic characteristics, international business model, and various other factors largely aligned with those of our GFS segment.
As we further integrated the acquired SunGard businesses through March 31, 2016, we reclassified certain SunGard businesses (corporate liquidity and wealth and retirement) that are oriented more to the retail banking and payments activities of IFS into that segment.
Certain other businesses from both SunGard (the public sector and education businesses, which were divested in February 2017), and legacy FIS (global commercial services and retail check processing) were reclassified to the Corporate and Other segment, as were SunGard administrative expenses.
Prior periods were reclassified to conform to the current segment presentation.
growth and operating efficiency.
We are a global leader in the markets we serve, supported by a large, knowledgeable talent pool of employees around the world.
| IFS | $ | 4,630 | | | $ | 4,525 | | | $ | 3,809 | |
| GFS | 4,138 | | | | 4,250 | | | | 2,361 | | |
| Corporate and Other | 355 | | | | 466 | | | | 426 | | |
| Total Consolidated Revenues | $ | 9,123 | | | $ | 9,241 | | | $ | 6,596 | |
This segment also includes the Company's consolidated Brazilian Venture (see Note 17 of the Notes to Consolidated Financial Statements).
| • | Retail Check Processing. Our check authorization business provides check risk management and related services to businesses accepting or cashing checks. Our services assess the likelihood (and often provide a guarantee) that a check will clear. Our check authorization system uses artificial intelligence modeling and other state-of-the-art technology to deliver accuracy, convenience and simplicity to retailers. |
Delaware Office of the State Bank Commissioner.
| • | Oversight by Securities Regulators. Our subsidiary that conducts our broker-dealer business in the U.S. is registered as a broker-dealer with the SEC, is a member of FINRA, and is registered as a broker-dealer in numerous states. Our broker-dealer is subject to regulation and oversight by the SEC. In addition, FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms, including our broker-dealer. State securities regulators also have regulatory or oversight authority over our broker-dealer. Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, public and private securities offerings, use and safekeeping of customers’ funds and securities, capital structure, record keeping, the financing of customers’ purchases and the conduct and qualifications of directors, officers and employees. In particular, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC’s uniform net capital rule, Rule 15c3-1. Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer’s assets be kept in relatively liquid form. The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC’s uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital. |
Our registered investment adviser is subject to the fiduciary and other obligations imposed on investment advisors under the 1940 Act, and the rules and regulations promulgated thereunder, as well as various state securities laws.
In October 2015, the European Court of Justice ruled that the U.S.-EU Safe Harbor framework clauses, a compliance method by which we relied in portions of our business to transfer personal data regarding citizens of the EU to the U.S., could no longer be relied upon.
The U.S. and EU authorities have agreed in principle on a replacement for Safe Harbor known as “Privacy Shield”.
The Privacy Shield approach has not been fully endorsed by all relevant parties
and there have already been challenges to this initiative in the European justice system.
The EU has recently adopted a comprehensive overhaul of its data protection regime from the current national legislative approach to a single European Economic Area Privacy Regulation, the General Data Protection Regulation (“GDPR”), which comes into effect on May 26, 2018.
Trade Commission, as well as state attorneys general and other agencies, have enforcement responsibility over the collection laws, as well as the various credit reporting laws.
An excerpt. Shown here: 40 of 52 rewritten, all 29 added and all 26 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2018 filing and the FY2017 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 15 unchanged
Historically, the Company has not made any material payments under such indemnifications, but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has [removed: occurred,] [added: occurred] and would recognize any such losses when they are estimable.
Cover and table of contents
27 rewritten, 17 added, 15 removed, 69 unchanged
| | | For the fiscal year ended December 31, [removed: 2017] [added: 2018] |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.
See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act.
As of June 30, [removed: 2017,] [added: 2018,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by nonaffiliates was [removed: $28,184,618,568] [added: $34,947,896,958] based on the closing sale price of [removed: $85.40] [added: $106.03] on that date as reported by the New York Stock Exchange.
The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, was [removed: 331,179,313] [added: 322,920,584] as of [removed: January 31, 2018.][added: February 19, 2019.]
The information in Part III hereof is incorporated herein by reference to the registrant’s Proxy Statement on Schedule 14A for the fiscal year ended December 31, [removed: 2017,] [added: 2018,] to be filed within 120 days after the close of the fiscal year that is the subject of this Report.
[removed: 2017] [added: 2018] FORM 10-K ANNUAL REPORT
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10-K 1 a10-k2018.htm 10-K
| [PART I](#s2A93A4954BB455A5DEDD0DA8C990CCB6) | | |
| [Item 1.](#s8C0862D41BC66682F23C0DA8C99A549B) | [Business](#s8C0862D41BC66682F23C0DA8C99A549B) | [2](#s72755DFD4A96D8B11DB20DA7EC15B00C) |
| [Item 2.](#s897F96650975DA1504A20DA8C9AA8C39) | [Properties](#s897F96650975DA1504A20DA8C9AA8C39) | [25](#sF7EB508FACB2C57FA93E0DA7FE6ADDCF) |
| [PART II](#s30BFA73B9EDC0CC28CDA0DA8C9B9DDAF) | | |
| [PART IV](#sF11089EBA6B099AB66D30DA8CA072103) | | |
| [Signatures](#sB4E6A016294484C6234A0DA8CA17577F) | | [102](#s2835B543764F8DD1D1D70DA809C1193B) |
| EX-10.14 | | |
| EX-10.19 | | |
| EX-10.46 | | |
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| EX-10.50 | | |
| EX-10.51 | | |
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10-K 1 a10-k2017.htm 10-K
| [PART I](#s3CA7327F32A56CF85C8F7E6858775965) | | |
| [Item 1.](#s9997602BF3D144A5C3A57E68587C48B3) | [Business](#s9997602BF3D144A5C3A57E68587C48B3) | [2](#s4F76CC63BE4CC6B81C4C7E671442E8CE) |
| [Item 2.](#s7AB8B0A50ADEA0E1FD7C7E68588A5D5B) | [Properties](#s7AB8B0A50ADEA0E1FD7C7E68588A5D5B) | [24](#sE9C2EA2217D0AF4D07CE7E672B2357D0) |
| [PART II](#s6F7FA1393C22937234127E6858962F90) | | |
| [PART IV](#s53022370E8C3359BDB037E6858D04916) | | |
| [Signatures](#s90915F58284B7557DFD17E6858D02F00) | | [98](#s611BA183E3B4716AD9D57E6736805D2D) |
| EX-10.25 | | |
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Item 2. Properties
2 rewritten, 1 added, 0 removed, 4 unchanged
In addition, FIS owns or leases support centers, data processing facilities and other facilities at approximately [removed: 186] [added: 177] locations.
[removed: We believe our facilities and] equipment are generally well maintained and are in good operating condition.
We believe our facilities and
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3 rewritten, 0 added, 14 removed, 2 unchanged
Our common stock trades on the New York Stock Exchange under the ticker symbol [removed: “FIS”.][added: "FIS."]
As of January 31, [removed: 2018,] [added: 2019,] there were approximately [removed: 10,927] [added: 10,660] shareholders of record of our common stock.
A regular quarterly dividend of [removed: $0.32] [added: $0.35] per common share is payable on March [removed: 30, 2018,] [added: 29, 2019,] to shareholders of record as of the close of business on March [removed: 16, 2018.][added: 15, 2019.]
The table set forth below provides the high and low closing sales prices of the common stock and the cash dividends declared per share of common stock for each quarter of 2017 and 2016.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | High | | | | Low | | | | Dividend | | |
| 2017 | | | | | | | | | | | |
| First Quarter | $ | 83.84 | | | $ | 76.98 | | | $ | 0.29 | |
| Second Quarter | $ | 86.77 | | | $ | 79.13 | | | $ | 0.29 | |
| Third Quarter | $ | 93.54 | | | $ | 85.45 | | | $ | 0.29 | |
| Fourth Quarter | $ | 96.62 | | | $ | 90.47 | | | $ | 0.29 | |
| 2016 | | | | | | | | | | | |
| First Quarter | $ | 63.31 | | | $ | 56.04 | | | $ | 0.26 | |
| Second Quarter | $ | 75.45 | | | $ | 63.44 | | | $ | 0.26 | |
| Third Quarter | $ | 80.84 | | | $ | 74.25 | | | $ | 0.26 | |
| Fourth Quarter | $ | 79.00 | | | $ | 73.92 | | | $ | 0.26 | |
Item 12. of Part III contains information concerning securities authorized for issuance under our equity compensation plans.
9 rewritten, 18 added, 15 removed, 5 unchanged
Our Board of Directors has approved a series of plans authorizing repurchases of our common stock in the open market at prevailing market prices or in privately negotiated transactions, the most recent of which [removed: was] on July 20, [removed: 2017.][added: 2017, authorized repurchases of up to $4.0 billion through December 31, 2020.]
Approximately [removed: $3,895 million] [added: $2.7 billion] of plan capacity remained available for [added: repurchases as of December 31, 2018.]
| | | | | | | | | | Total cost of shares | | | [added: | may yet be | | |]
| | | | | | | | | | purchased as part of | | | [added: | purchased under | | |]
| | | Total number of | | | Average price | | | | publicly announced | | | [added: | the plans or | | |]
| [removed: Year] [added: Month] ended | | shares purchased | | | paid per share | | | | plans or programs | | | [added: | programs | | |]
There were no share repurchases in [removed: 2016.][added: November and December 2018.]
The graph assumes that the value of the investment in our common stock and in each index was $100 on December 31, [removed: 2012] [added: 2013] and tracks it (including reinvestment of dividends) through December 31, [removed: 2017.][added: 2018.]
[removed: ][added: ]
The following table summarizes purchases of equity securities by the issuer during the three-month period ended December 31, 2018 (in millions, except per share amounts):
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Approximate dollar | | |
| | | | | | | | | | | | | | value of shares that | | |
| October 31, 2018 | | 1.4 | | | $ | 105.31 | | | $ | 150 | | | $ | 2,680 | |
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | 12/13 | 12/14 | | 12/15 | | 12/16 | | 12/17 | | 12/18 | |
| | | | | | | | | | | | | |
| Fidelity National Information Services, Inc. | | 100.00 | 117.87 | | 116.70 | | 147.80 | | 186.28 | | 205.49 | |
| S&P 500 | | 100.00 | 113.69 | | 115.26 | | 129.05 | | 157.22 | | 150.33 | |
| S&P Supercap Data Processing & Outsourced Services | | 100.00 | 112.46 | | 128.51 | | 138.77 | | 193.67 | | 219.65 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
The current plan authorized repurchases of up to $4,000 million through December 31, 2020.
repurchases as of December 31, 2017.
During January and February 2018, we repurchased an additional 4 million shares of our common stock for $401 million at an average price of $97.70 per share.
The table below summarizes annual share repurchase activity under these plans (in millions, except per share amounts):
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2017 | | 1 | | | $ | 93.24 | | | $ | 105 | |
| December 31, 2016 | | — | | | $ | — | | | $ | — | |
| December 31, 2015 | | 5 | | | $ | 66.10 | | | $ | 300 | |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | 12/12 | 12/13 | 12/14 | 12/15 | 12/16 | 12/17 |
| Fidelity National Information Services, Inc. | | 100.00 | 157.30 | 185.41 | 183.58 | 232.48 | 293.01 |
| S&P 500 | | 100.00 | 132.39 | 150.51 | 152.59 | 170.84 | 208.14 |
| S&P Supercap Data Processing & Outsourced Services | | 100.00 | 154.06 | 172.84 | 199.50 | 215.49 | 301.34 |
Item 6. Selected Financial Data
35 rewritten, 42 added, 19 removed, 41 unchanged
The selected financial data set forth below constitutes historical financial data of FIS and should be read in conjunction with "Item [removed: 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations," and "Item 8, Financial Statements and Supplementary Data," included elsewhere in this report.][added: 7.]
CD&R acquired preferred units convertible into 60% of the common units of the venture, Cardinal Holdings, L.P. ("Cardinal") and FIS obtained common units representing the remaining 40%, in each case [added: before equity is issued to management.]
On February 1, 2017, FIS completed the sale of the [removed: SunGard] Public Sector and Education ("PS&E") business for $850 million, resulting in a pre-tax gain of $85 million.
The transaction included all PS&E solutions, which provided a comprehensive set of technology solutions to address public safety and public administration needs of government entities as well as the needs of [removed: K-12 school districts.]
| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |
| Selling, general and administrative expenses | [removed: 1,450] [added: 1,301] | | | | [removed: 1,710] [added: 1,442] | | | | [removed: 1,102] [added: 1,707] | | | | [removed: 815] [added: 1,102] | | | | [removed: 908] [added: 815] | | |
| Total other income [removed: (expense)] [added: (expense), net] | [removed: (456] [added: (354] | | ) | | [removed: (392] [added: (456] | | ) | | [removed: (62] [added: (392] | | ) | | [removed: (218] [added: (62] | | ) | | [removed: (239] [added: (218] | | ) |
| Earnings from continuing operations before income taxes and equity method investment earnings [added: (loss)] | [removed: 1,036] [added: 1,104] | | | | [removed: 906] [added: 976] | | | | [removed: 1,037] [added: 837] | | | | [removed: 1,053] [added: 1,025] | | | | [removed: 824] [added: 1,053] | | |
| Provision (benefit) for income taxes | [removed: (319] [added: 208] | | [removed: )] | | [removed: 317] [added: (321] | | [added: )] | | [removed: 379] [added: 291] | | | | [removed: 335] [added: 375] | | | | [removed: 309] [added: 335] | | |
| Equity method investment earnings [added: (loss)] | [removed: (3] [added: (15] | | ) | | [removed: —] [added: (3] | | [added: )] | | — | | | | — | | | | — | | |
| Earnings from continuing operations, net of tax | [removed: 1,352] [added: 881] | | | | [removed: 589] [added: 1,294] | | | | [removed: 658] [added: 546] | | | | [removed: 718] [added: 650] | | | | [removed: 515] [added: 718] | | |
| Earnings (loss) from discontinued operations, net of tax | — | | | | [removed: 1] [added: —] | | | | [removed: (7] [added: 1] | | [removed: )] | | [removed: (11] [added: (7] | | ) | | [removed: 3] [added: (11] | | [added: )] |
| Net (earnings) loss attributable to noncontrolling interest | [removed: (33] [added: (35] | | ) | | [removed: (22] [added: (33] | | ) | | [removed: (19] [added: (22] | | ) | | [removed: (28] [added: (19] | | ) | | [removed: (25] [added: (28] | | ) |
| Net earnings attributable to FIS common stockholders | $ | [removed: 1,319] [added: 846] | | | $ | [removed: 568] [added: 1,261] | | | $ | [removed: 632] [added: 525] | | | $ | [removed: 679] [added: 624] | | | $ | [removed: 493] [added: 679] | |
| Net earnings per share — basic from continuing operations attributable to FIS common stockholders | $ | [removed: 4.00] [added: 2.58] | | | $ | [removed: 1.74] [added: 3.82] | | | $ | [removed: 2.24] [added: 1.61] | | | $ | [removed: 2.42] [added: 2.21] | | | $ | [removed: 1.69] [added: 2.42] | |
| Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders | — | | | | — | | | | [removed: (0.03] [added: —] | | [removed: )] | | [removed: (0.04] [added: (0.03] | | ) | | [removed: 0.01] [added: (0.04] | | [added: )] |
| Net earnings per share — basic attributable to FIS common stockholders [added: *] | $ | [removed: 4.00] [added: 2.58] | | | $ | [removed: 1.74] [added: 3.82] | | | $ | [removed: 2.22] [added: 1.61] | | | $ | [removed: 2.38] [added: 2.19] | | | $ | [removed: 1.70] [added: 2.38] | |
| Weighted average shares — basic | [removed: 330] [added: 328] | | | | [removed: 326] [added: 330] | | | | [removed: 285] [added: 326] | | | | 285 | | | | [removed: 290] [added: 285] | | |
| Net earnings per share — diluted from continuing operations attributable to FIS common stockholders | $ | [removed: 3.93] [added: 2.55] | | | $ | [removed: 1.72] [added: 3.75] | | | $ | [removed: 2.21] [added: 1.59] | | | $ | [removed: 2.39] [added: 2.18] | | | $ | [removed: 1.67] [added: 2.39] | |
| Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders | — | | | | — | | | | [removed: (0.03] [added: —] | | [removed: )] | | [removed: (0.04] [added: (0.03] | | ) | | [removed: 0.01] [added: (0.04] | | [added: )] |
| Net earnings per share — diluted attributable to FIS common stockholders [added: *] | $ | [removed: 3.93] [added: 2.55] | | | $ | [removed: 1.72] [added: 3.75] | | | $ | [removed: 2.19] [added: 1.59] | | | $ | [removed: 2.35] [added: 2.16] | | | $ | [removed: 1.68] [added: 2.35] | |
| Weighted average shares — diluted | [removed: 336] [added: 332] | | | | [removed: 330] [added: 336] | | | | [removed: 289] [added: 330] | | | | 289 | | | | [removed: 294] [added: 289] | | |
| Earnings from continuing operations, net of tax | $ | [removed: 1,319] [added: 846] | | | $ | [removed: 567] [added: 1,261] | | | $ | [removed: 639] [added: 524] | | | $ | [removed: 690] [added: 631] | | | $ | [removed: 490] [added: 690] | |
| Cash and cash equivalents | $ | [removed: 665] [added: 703] | | | $ | [removed: 683] [added: 665] | | | $ | [removed: 682] [added: 683] | | | $ | [removed: 493] [added: 682] | | | $ | [removed: 548] [added: 493] | |
| Goodwill | [removed: 13,730] [added: 13,545] | | | | [removed: 14,178] [added: 13,730] | | | | [removed: 14,745] [added: 14,178] | | | | [removed: 8,878] [added: 14,745] | | | | [removed: 8,500] [added: 8,878] | | |
| Total [removed: long-term] debt | [removed: 8,763] [added: 8,985] | | | | [removed: 10,478] [added: 8,763] | | | | [removed: 11,444] [added: 10,478] | | | | [removed: 5,068] [added: 11,444] | | | | [removed: 4,469] [added: 5,068] | | |
| Noncontrolling interest | [removed: 109] [added: 7] | | | | [removed: 104] [added: 109] | | | | [removed: 86] [added: 104] | | | | [removed: 135] [added: 86] | | | | [removed: 157] [added: 135] | | |
| Cash dividends declared per share | $ | [removed: 1.16] [added: 1.28] | | | $ | [removed: 1.04] [added: 1.16] | | | $ | 1.04 | | | $ | [removed: 0.96] [added: 1.04] | | | $ | [removed: 0.88] [added: 0.96] | |
| Earnings from continuing operations before income taxes and equity method investment earnings [added: (loss)] | [removed: 223] [added: 225] | | | | [removed: 272] [added: 276] | | | | [removed: 122] [added: 204] | | | | [removed: 419] [added: 400] | | |
| Net earnings attributable to FIS common stockholders | [removed: 138] [added: 129] | | | | [removed: 132] [added: 139] | | | | [removed: 61] [added: 59] | | | | [removed: 988] [added: 934] | | |
| Net earnings per share — basic attributable to FIS common stockholders | $ | [removed: 0.42] [added: 0.39] | | | $ | [removed: 0.40] [added: 0.42] | | | $ | 0.18 | | | $ | [removed: 2.98] [added: 2.81] | |
| Net earnings per share — diluted attributable to FIS common stockholders | $ | [removed: 0.41] [added: 0.39] | | | $ | [removed: 0.40] [added: 0.42] | | | $ | 0.18 | | | $ | [removed: 2.93] [added: 2.77] | |
| Net earnings attributable to FIS common stockholders | [removed: 55] [added: 182] | | | | [removed: 121] [added: 212] | | | | [removed: 185] [added: 154] | | | | [removed: 207] [added: 299] | | |
| Net earnings per share — basic attributable to FIS common stockholders | $ | [removed: 0.17] [added: 0.55] | | | $ | [removed: 0.37] [added: 0.64] | | | $ | [removed: 0.57] [added: 0.47] | | | $ | [removed: 0.63] [added: 0.92] | |
| Net earnings per share — diluted attributable to FIS common stockholders | $ | [removed: 0.17] [added: 0.54] | | | $ | [removed: 0.37] [added: 0.64] | | | $ | [removed: 0.56] [added: 0.47] | | | $ | [removed: 0.63] [added: 0.91] | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8.
Financial Statements and Supplementary Data" included elsewhere in this report.
On September 28, 2018, FIS entered into an agreement with Banco Bradesco to unwind the Brazilian Venture.
The transaction closed on December 31, 2018.
As a result of the transaction, the Brazilian Venture spun-off certain assets of the business that also provide services to non-Bradesco clients to a new wholly-owned FIS subsidiary.
Also as a result of the transaction, Banco Bradesco owns 100% of the entity that previously housed the Brazilian Venture and its remaining assets that relate to card processing for Banco Bradesco, which Banco Bradesco will perform internally.
In the third quarter of 2018, FIS incurred impairment charges of $95 million related to the expected disposal, including impairments of its contract intangible asset, goodwill and its assets held for sale to fair value less cost to sell.
Upon closing of the transaction, FIS recorded an additional pre-tax loss of $12 million related to the business divested, removed FIS' noncontrolling interest balance of $90 million, and recorded a $57 million increase to additional paid in capital for the business spun-off into the new wholly-owned FIS subsidiary.
The impairment loss and pre-tax loss on disposal were recorded in the Corporate and Other segment.
The Brazilian Venture business divested was included within the GFS segment as part of the consolidated Brazilian Venture results recorded by FIS through the transaction date.
The transaction did not meet the standard necessary to be reported as discontinued operations; therefore, the impairment loss, pre-tax loss and related prior period earnings remain reported within earnings from continuing operations.
Effective August 31, 2018, FIS sold substantially all the assets of the Certegy Check Services business unit in North America, resulting in a pre-tax loss of $54 million, including goodwill distributed through the sale of business of $43 million.
Effective January 1, 2018, we adopted the new revenue recognition accounting standard, Topic 606, as described further in "Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Recent Accounting Pronouncements." Amounts for the years ended December 31, 2017, 2016, and 2015 were recast to reflect our retrospective applications of the new standard.
K-12 school districts.
We have engaged in share repurchases in the periods presented.
In 2018, 2017, 2015 and 2014, we repurchased a total of approximately 12.0 million shares for $1,215 million, 1.1 million shares for $105 million, 5 million shares for $300 million and 9 million shares for $476 million, respectively.
There were no share repurchases in 2016.
The effective tax rate for the 2018 period included the impact of the reduction in the U.S. federal income tax rate from 35% to 21% due to tax reform enacted December 22, 2017.
The effective tax rate for the 2017 period included a net benefit of $761 million related to tax reform items including $48 million of tax credits due to tax planning strategies implemented in the fourth quarter and a net detriment of $180 million due to the book basis in excess of the tax basis of certain businesses sold during the year.
The effective tax rate for the 2015 period included a net detriment of $90 million due to the book basis in excess of the tax basis of a business sold during the year.
The effective tax rate for the 2016 through 2014 periods did not include a net benefit for the recognition of excess tax benefit for stock compensation as the effective date of ASU 2016-09 was for reporting periods beginning after December 15, 2016.
| Revenue | $ | 8,423 | | | $ | 8,668 | | | $ | 8,831 | | | $ | 6,260 | | | $ | 6,413 | |
| Cost of revenue | 5,569 | | | | 5,794 | | | | 5,895 | | | | 4,071 | | | | 4,327 | | |
| Gross profit | 2,854 | | | | 2,874 | | | | 2,936 | | | | 2,189 | | | | 2,086 | | |
| Asset impairments | 95 | | | | — | | | | — | | | | — | | | | — | | |
| Operating income | 1,458 | | | | 1,432 | | | | 1,229 | | | | 1,087 | | | | 1,271 | | |
| Net earnings | 881 | | | | 1,294 | | | | 547 | | | | 643 | | | | 707 | | |
| Earnings (loss) from discontinued operations, net of tax | — | | | | — | | | | 1 | | | | (7 | | ) | | (11 | | ) |
| Net earnings attributable to FIS common stockholders | $ | 846 | | | $ | 1,261 | | | $ | 525 | | | $ | 624 | | | $ | 679 | |
* Amounts may not sum due to rounding.
| | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |
| Intangible assets, net | 3,132 | | | | 3,885 | | | | 4,590 | | | | 5,080 | | | | 1,268 | | |
| Total assets | 23,770 | | | | 24,526 | | | | 26,026 | | | | 26,185 | | | | 14,521 | | |
| Total FIS stockholders’ equity | 10,215 | | | | 10,711 | | | | 9,675 | | | | 9,298 | | | | 6,557 | | |
| Total equity | 10,222 | | | | 10,820 | | | | 9,779 | | | | 9,384 | | | | 6,692 | | |
| 2018 | | | | | | | | | | | | | | | |
| Revenue | $ | 2,066 | | | $ | 2,106 | | | $ | 2,084 | | | $ | 2,167 | |
| Gross profit | 652 | | | | 692 | | | | 720 | | | | 790 | | |
| Revenue | $ | 2,148 | | | $ | 2,258 | | | $ | 2,096 | | | $ | 2,166 | |
before equity is issued to management.
The purchase price for our 2010 acquisition of Capco included future contingent consideration in addition to cash paid at closing.
The liability for the earn-out provisions and for an employee incentive plan established in conjunction with the acquisition were adjusted in 2013 as a result of amendments based on management's outlook and increased projections of Capco's future results.
As discussed in Note 15 of the Notes to Consolidated Financial Statements, we have sold a number of businesses and certain of those businesses have been classified as discontinued for all periods presented.
| Processing and services revenues | $ | 9,123 | | | $ | 9,241 | | | $ | 6,596 | | | $ | 6,413 | | | $ | 6,063 | |
| Cost of revenues | 6,181 | | | | 6,233 | | | | 4,395 | | | | 4,327 | | | | 4,092 | | |
| Gross profit | 2,942 | | | | 3,008 | | | | 2,201 | | | | 2,086 | | | | 1,971 | | |
| Operating income | 1,492 | | | | 1,298 | | | | 1,099 | | | | 1,271 | | | | 1,063 | | |
| Net earnings | 1,352 | | | | 590 | | | | 651 | | | | 707 | | | | 518 | | |
| Other intangible assets, net | 3,950 | | | | 4,664 | | | | 5,159 | | | | 1,268 | | | | 1,339 | | |
| Total assets | 24,517 | | | | 26,031 | | | | 26,200 | | | | 14,521 | | | | 13,960 | | |
| Total FIS stockholders’ equity | 10,835 | | | | 9,741 | | | | 9,321 | | | | 6,557 | | | | 6,581 | | |
| Total equity | 10,944 | | | | 9,845 | | | | 9,407 | | | | 6,692 | | | | 6,737 | | |
| Processing and services revenues | $ | 2,255 | | | $ | 2,341 | | | $ | 2,198 | | | $ | 2,329 | |
| Gross profit | 673 | | | | 729 | | | | 715 | | | | 825 | | |
| 2016 | | | | | | | | | | | | | | | |
| Processing and services revenues | $ | 2,181 | | | $ | 2,305 | | | $ | 2,309 | | | $ | 2,445 | |
| Gross profit | 628 | | | | 705 | | | | 782 | | | | 892 | | |
| Earnings from continuing operations before income taxes | 90 | | | | 189 | | | | 294 | | | | 333 | | |
An excerpt. Shown here: all 35 rewritten, 40 of 42 added and all 19 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data in the FY2018 filing and the FY2017 filing.
Item 8. Financial Statements and Supplementary Data
473 rewritten, 419 added, 353 removed, 611 unchanged
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| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#s16521DC688AF1942673E7E6860A38C57)] [added: Statements](#s8B817A8C49097AEEEF350DA8D2FFEB5B)] | [removed: [51](#sF8EF98B7D5BFF25ECE4E7E672FE6BF43)] [added: [52](#sD43144A179D9449B4CD10DA8031B5F05)] |
| [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#sE26F9CC862B019AC44007E670EEDBF58)] [added: 2017](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] | [removed: [52](#sCB941F533161D5658C727E670EAF4821)] [added: [53](#s9C93C41B7F9F853FA75A0DA7DE0A5284)] |
| [Consolidated Statements of Earnings for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sE26F9CC862B019AC44007E670EEDBF58)] [added: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] | [removed: [53](#sCC49947FA807141C7AE77E670E7097D9)] [added: [54](#sF0525F31AC073CB76F030DA7DE4D395F)] |
| [Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sE26F9CC862B019AC44007E670EEDBF58)] [added: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] | [removed: [54](#sE26F9CC862B019AC44007E670EEDBF58)] [added: [55](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] |
| [Consolidated Statements of Equity for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sE26F9CC862B019AC44007E670EEDBF58)] [added: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] | [removed: [55](#s449318C0B882EF989B347E670F6AB681)] [added: [56](#s024E699824BF5FA3F2830DA7DE956610)] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sE26F9CC862B019AC44007E670EEDBF58)] [added: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] | [removed: [56](#s9F6D108BAA6890753CBB7E670E22CAC7)] [added: [57](#s4611C8D9C138D110836C0DA7DF05B33A)] |
[removed: | [Notes to Consolidated Financial Statements](#sEA526D8CEEDAEF9380877E6860D2EA70) | [57](#sFA41440E0508671721807E673131CA2B) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)]
We have audited Fidelity National Information Services, [removed: Inc.’s] [added: Inc.] and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of earnings, comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2017,] [added: 2018,] and the related notes (collectively, the “consolidated financial statements”), and our report dated February [removed: 22, 2018] [added: 21, 2019] expressed an unqualified opinion on those consolidated financial statements.
We have audited the accompanying consolidated balance sheets of Fidelity National Information Services, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of earnings, comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2017,] [added: 2018,] and the related notes (collectively, [removed: the “consolidated] [added: “the consolidated] financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2017,] [added: 2018,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 22, 2018] [added: 21, 2019] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
December 31, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]
| | [added: 2018 | | | |] 2017 | | | | 2016 | | |
| Cash and cash equivalents | $ | [removed: 665] [added: 703] | | | $ | [removed: 683] [added: 665] | |
| Settlement deposits | [removed: 677] [added: 700] | | | | [removed: 520] [added: 677] | | |
| Trade receivables, net | [removed: 1,650] [added: 1,472] | | | | [removed: 1,639] [added: 1,624] | | |
| Settlement receivables | [removed: 291] [added: 281] | | | | [removed: 175] [added: 291] | | |
| Other receivables | [removed: 70] [added: 166] | | | | [removed: 65] [added: 70] | | |
| Prepaid expenses and other current assets | [removed: 253] [added: 288] | | | | [removed: 236] [added: 253] | | |
| Deferred income taxes | [removed: —] [added: 1,360] | | | | [removed: 101] [added: 1,468] | | |
| Total current assets | [removed: 3,606] [added: 3,733] | | | | [removed: 4,282] [added: 3,688] | | |
| Property and equipment, net | [removed: 610] [added: 587] | | | | [removed: 626] [added: 610] | | |
| Goodwill | [removed: 13,730] [added: 13,545] | | | | [removed: 14,178] [added: 13,730] | | |
| Intangible assets, net | [removed: 3,950] [added: 3,132] | | | | [removed: 4,664] [added: 3,885] | | |
| Computer software, net | [removed: 1,728] [added: 1,795] | | | | [removed: 1,608] [added: 1,728] | | |
| Deferred contract costs, net | [removed: 362] [added: 475] | | | | [removed: 310] [added: 354] | | |
| Other noncurrent assets | [removed: 531] [added: 503] | | | | [removed: 363] [added: 531] | | |
| Accounts payable and accrued liabilities | $ | [removed: 1,241] [added: 1,099] | | | $ | [removed: 1,146] [added: 1,241] | |
| Settlement payables | [removed: 949] [added: 972] | | | | [removed: 714] [added: 949] | | |
| Current portion of long-term debt | [removed: 1,045] [added: 48] | | | | [removed: 332] [added: 1,045] | | |
| Total current liabilities | [removed: 3,923] [added: 3,125] | | | | [removed: 3,151] [added: 4,011] | | |
| Long-term debt, excluding current portion | [removed: 7,718] [added: 8,670] | | | | [removed: 10,146] [added: 7,718] | | |
| Other long-term liabilities | [removed: 403] [added: 326] | | | | [removed: 386] [added: 403] | | |
| Preferred stock, $0.01 par value, 200 shares authorized, none issued and outstanding as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] | — | | | | — | | |
| Common stock, $0.01 par value, 600 shares authorized, [removed: 432] [added: 433] and [removed: 431] [added: 432] shares issued as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively | 4 | | | | 4 | | |
| Additional paid in capital | [removed: 10,534] [added: 10,800] | | | | [removed: 10,380] [added: 10,534] | | |
| Accumulated other comprehensive earnings [added: (loss)] | [removed: (332] [added: (430] | | ) | | [removed: (331] [added: (332] | | ) |
| [Notes to Consolidated Financial Statements](#s6DDFED30E8BED545DE100DA8D32A5DC4) | [58](#s6909BF31D6017C17DE280DA80493E47D) |
| Contract assets | 123 | | | | 108 | | |
| Total assets | $ | 23,770 | | | $ | 24,526 | |
| Short-term borrowings | 267 | | | | — | | |
| Total liabilities | 13,548 | | | | 13,706 | | |
| Retained earnings | 4,528 | | | | 4,109 | | |
| Total equity | 10,222 | | | | 10,820 | | |
| Revenue (for related party activity, see Note 15) | $ | 8,423 | | | $ | 8,668 | | | $ | 8,831 | |
| Gross profit | 2,854 | | | | 2,874 | | | | 2,936 | | |
| Asset impairments | 95 | | | | — | | | | — | | |
| Operating income | 1,458 | | | | 1,432 | | | | 1,229 | | |
| Net earnings | 881 | | | | 1,294 | | | | 547 | | |
| Net earnings attributable to FIS common stockholders | $ | 846 | | | $ | 1,261 | | | $ | 525 | |
Years Ended December 31, 2018, 2017 and 2016
| Net earnings | | | | | $ | 881 | | | | | | | $ | 1,294 | | | | | | | $ | 547 | |
| Comprehensive earnings | | | | | 765 | | | | | | | | 1,292 | | | | | | | | 513 | | |
| Net earnings | — | | | — | | | — | | | | — | | | | 525 | | | | — | | | | — | | | | 22 | | | | 547 | | |
| Net earnings | — | | | — | | | — | | | | — | | | | 1,261 | | | | — | | | | — | | | | 33 | | | | 1,294 | | |
| Issuance of restricted stock | 1 | | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |
| Exercise of stock options | — | | | 4 | | | — | | | | 135 | | | | — | | | | — | | | | 155 | | | | — | | | | 290 | | |
| Brazilian Venture divestiture | — | | | — | | | — | | | | 57 | | | | — | | | | — | | | | — | | | | (90 | | ) | | (33 | | ) |
| Net earnings | — | | | — | | | — | | | | — | | | | 846 | | | | — | | | | — | | | | 35 | | | | 881 | | |
| Balances, December 31, 2018 | 433 | | | (106 | ) | | $ | 4 | | | $ | 10,800 | | | $ | 4,528 | | | $ | (430 | ) | | $ | (4,687 | ) | | $ | 7 | | | $ | 10,222 | |
Years ended December 31, 2018, 2017 and 2016
| Net earnings | $ | 881 | | | $ | 1,294 | | | $ | 547 | |
| Depreciation and amortization | 1,420 | | | | 1,366 | | | | 1,153 | | |
| Asset impairments | 95 | | | | — | | | | — | | |
| Loss (gain) on sale of businesses and investments | 50 | | | | (62 | | ) | | — | | |
| Contract assets | (20 | | ) | | 62 | | | | 19 | | |
| Deferred revenue | (100 | | ) | | 67 | | | | 251 | | |
During the third quarter of 2018, as a result of entering into an agreement to unwind the joint venture ("Brazilian Venture") that the Company operated with Banco Bradesco, S.A. ("Banco Bradesco"), the Company recorded pre-tax asset impairments totaling $95 million, including $42 million for the Brazilian Venture contract intangible asset, $25 million for goodwill, and $28 million for assets held for sale during the third quarter (see Notes 15 and 16).
The impairment charges are included in the Corporate and Other segment results.
During 2018, the Company used interest rate swaps to engage in hedging activities relating to its investment in foreign denominated operations and to changes in fair value of its foreign currency denominated debt.
The Company designated these interest rate swaps as net investment hedges and a fair value hedge, respectively.
| | 2018 | | | | 2017 | | |
The company records allowance for doubtful accounts when it is probable that a trade receivable balance will not be collected.
The Company writes-off a trade receivable balance when the likelihood of collection is considered remote.
The Company assesses indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment.
Based upon this quantitative assessment performed, there was no impairment for 2016.
Consequently, we did not perform a quantitative impairment assessment specifically for the purpose of our annual impairment tests for 2018 and 2017.
| | |
| --- | --- |
February 22, 2018
Certified Public Accountants
| Assets held for sale | — | | | | 863 | | |
| Total assets | $ | 24,517 | | | $ | 26,031 | |
| Deferred revenues | 688 | | | | 680 | | |
| Liabilities held for sale | — | | | | 279 | | |
| Deferred income taxes | 1,508 | | | | 2,484 | | |
| Deferred revenues | 21 | | | | 19 | | |
| Total liabilities | 13,573 | | | | 16,186 | | |
| Retained earnings | 4,233 | | | | 3,299 | | |
| Total equity | 10,944 | | | | 9,845 | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Processing and services revenues (for related party activity, see note 17) | $ | 9,123 | | | $ | 9,241 | | | $ | 6,596 | |
| Gross profit | 2,942 | | | | 3,008 | | | | 2,201 | | |
| Operating income | 1,492 | | | | 1,298 | | | | 1,099 | | |
| Net earnings | 1,352 | | | | 590 | | | | 651 | | |
| Net earnings | | | | | $ | 1,352 | | | | | | | $ | 590 | | | | | | | $ | 651 | |
| Comprehensive earnings | | | | | 1,350 | | | | | | | | 556 | | | | | | | | 446 | | |
| Balances, December 31, 2014 | 388 | | | (103 | ) | | $ | 4 | | | $ | 7,337 | | | $ | 2,747 | | | $ | (107 | ) | | $ | (3,424 | ) | | $ | 135 | | | $ | 6,692 | |
| Exercise of stock options and stock purchase rights | — | | | 2 | | | — | | | | 1 | | | | — | | | | — | | | | 56 | | | | — | | | | 57 | | |
| SunGard acquisition | 42 | | | — | | | — | | | | 2,744 | | | | — | | | | — | | | | — | | | | 4 | | | | 2,748 | | |
| Net earnings | — | | | — | | | — | | | | — | | | | 632 | | | | — | | | | — | | | | 19 | | | | 651 | | |
| Net earnings | — | | | — | | | — | | | | — | | | | 568 | | | | — | | | | — | | | | 22 | | | | 590 | | |
| Net earnings | — | | | — | | | — | | | | — | | | | 1,319 | | | | — | | | | — | | | | 33 | | | | 1,352 | | |
| Net earnings | $ | 1,352 | | | $ | 590 | | | $ | 651 | |
| Gain on sale of assets | (62 | | ) | | — | | | | (149 | | ) |
| Trade receivables | (167 | | ) | | 57 | | | | (103 | | ) |
| Acquisitions, net of cash acquired | — | | | | — | | | | (1,720 | | ) |
FIS completed the SunGard acquisition on November 30, 2015, and SunGard's results of operations and financial position are included in the Consolidated Financial Statements from and after the date of acquisition.
Therefore, the values presented are not necessarily indicative of amounts the Company could realize or settle currently.
The Company's foreign exchange risk management policy permits the use of derivative instruments, such as forward contracts and options, to reduce volatility in the Company's results of operations and/or cash flows resulting from foreign exchange rate fluctuations.
During 2017 and 2016, the Company entered into foreign currency forward exchange contracts to hedge foreign currency exposure to intercompany loans.
As of December 31, 2017 and 2016, the notional amount of these derivatives was approximately $0 million and $143 million, respectively, and the fair value was nominal.
These derivatives have not been designated as hedges for accounting purposes.
| Trade receivables — billed | $ | 1,479 | | | $ | 1,452 | |
| Trade receivables — unbilled | 234 | | | | 228 | | |
| Total trade receivables | 1,713 | | | | 1,680 | | |
An excerpt. Shown here: 40 of 473 rewritten, 40 of 419 added and 40 of 353 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2018 filing and the FY2017 filing.
Item 9A. Controls and Procedures
3 rewritten, 0 added, 0 removed, 8 unchanged
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act [removed: is:] [added: is] (a) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management has adopted the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: ("COSO").]
Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]
Item 15. Exhibits and Financial Statement Schedules
58 rewritten, 7 added, 13 removed, 76 unchanged
| 4.4 | | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated as of [removed: April 15, 2013,] [added: June 3, 2014,] among FIS, each of the Guarantors and [removed: The] [added: the] Bank of New York Mellon Trust Company, [removed: N.A.,] [added: N.A.] a national banking [removed: association] [added: association,] as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312513154805/d520857dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312514223905/d738309dex42.htm)] | 8-K | 001-16427 | [removed: 4.3] [added: 4.2] | [removed: 4/15/2013] [added: 6/3/2014] | |
| 4.5 | | [removed: [Third] [added: [Sixth] Supplemental Indenture, dated as of [removed: June 3, 2014, among FIS, each of the Guarantors] [added: October 20, 2015 between FIS] and [removed: the] [added: The] Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312514223905/d738309dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex42.htm)] | 8-K | 001-16427 | [removed: 4.1] [added: 4.2] | [removed: 6/3/2014] [added: 10/20/2015] | |
| 4.6 | | [removed: [Fourth] [added: [Seventh] Supplemental Indenture, dated as of [removed: June 3, 2014, among FIS, each of the Guarantors] [added: October 20, 2015 between FIS] and [removed: the] [added: The] Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312514223905/d738309dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex43.htm)] | 8-K | 001-16427 | [removed: 4.2] [added: 4.3] | [removed: 6/3/2014] [added: 10/20/2015] | |
| 4.7 | | [removed: [Fifth] [added: [Eighth] Supplemental Indenture, dated as of October 20, 2015 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex44.htm)] | 8-K | 001-16427 | [removed: 4.1] [added: 4.4] | 10/20/2015 | |
| 4.8 | | [removed: [Sixth] [added: [Ninth] Supplemental Indenture, dated as of [removed: October 20, 2015] [added: August 16, 2016] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex41.htm)] | 8-K | 001-16427 | [removed: 4.2] [added: 4.1] | [removed: 10/20/2015] [added: 8/16/2016] | |
| 4.9 | [removed: [Seventh] [added: [Tenth] Supplemental Indenture, dated as of [removed: October 20, 2015] [added: August 16, 2016] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex42.htm)] | 8-K | 001-16427 | [removed: 4.3] [added: 4.2] | [removed: 10/20/2015] [added: 8/16/2016] | |
| 4.10 | [removed: [Eighth] [added: [Eleventh] Supplemental Indenture, dated as of [removed: October 20, 2015] [added: August 16, 2016] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex44.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex43.htm)] | 8-K | 001-16427 | [removed: 4.4] [added: 4.3] | [removed: 10/20/2015] [added: 8/16/2016] | |
| 4.11 | [removed: [Ninth] [added: [Twelfth] Supplemental Indenture, dated as of [removed: August 16, 2016] [added: July 10, 2017] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex41.htm)] | 8-K | 001-16427 | 4.1 | [removed: 8/16/2016] [added: 7/11/2017] | |
| 4.12 | [removed: [Tenth] [added: [Thirteenth] Supplemental Indenture, dated as of [removed: August 16, 2016] [added: July 10, 2017] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex42.htm)] | 8-K | 001-16427 | 4.2 | [removed: 8/16/2016] [added: 7/11/2017] | |
| 4.13 | [removed: [Eleventh] [added: [Fourteenth] Supplemental Indenture, dated as of [removed: August 16, 2016] [added: July 10, 2017] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex43.htm)] | 8-K | 001-16427 | 4.3 | [removed: 8/16/2016] [added: 7/11/2017] | |
| 4.14 | [removed: [Twelfth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: July 10, 2017] [added: May 16, 2018] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex41.htm)] | 8-K | 001-16427 | 4.1 | [removed: 7/11/2017] [added: 5/16/2018] | |
| 4.15 | [removed: [Thirteenth] [added: [Sixteenth] Supplemental Indenture, dated as of [removed: July 10, 2017] [added: May 16, 2018] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex42.htm)] | 8-K | 001-16427 | 4.2 | [removed: 7/11/2017] [added: 5/16/2018] | |
| [removed: 10.10] [added: 10.11] | [removed: [Acceleration, Change of Role] [added: [Amendment No. 1 to Amended] and [removed: Non-Competition] [added: Restated Employment] Agreement, [removed: dated] [added: effective] as of March 30, 2012, by and among Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: William P. Foley II.](http://www.sec.gov/Archives/edgar/data/1136893/000113689312000030/exhibit101accelerationchan.htm)] [added: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689312000030/exhibit104amendmentno1toam.htm)] (1) | 10-Q | 001-16427 | [removed: 10.1] [added: 10.4] | 5/4/2012 | |
| [removed: 10.11] [added: 10.32] | [removed: [Severance Agreement and Release,] [added: | [Employment Agreement,] effective as of [removed: December 31, 2016] [added: November 15, 2016,] by and [removed: among] [added: between] Fidelity National Information Services, Inc. and [removed: Frank R. Martire.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000008/ex1025sepagrandrelmartiref.htm)] [added: Katy Thompson.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000008/ex1044thompsonempagr.htm)] (1) | 10-K | 001-16427 | [removed: 10.25] [added: 10.44] | 2/23/2017 | |
| 10.12 | [removed: [Agreement] [added: [Amendment] to [removed: Serve as Chairman of the FIS' Board of Directors,] [added: Employment Agreement,] effective as of January 1, [removed: 2017] [added: 2015,] by and among Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Frank R. Martire.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000008/ex1026martirecobagmt.htm)] [added: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689315000006/exhibit10-31norcrossempagr.htm)] (1) | 10-K | 001-16427 | [removed: 10.26] [added: 10.31] | [removed: 2/23/2017] [added: 2/27/2015] | |
| [removed: 10.13] [added: 10.10] | [Amended and Restated Employment Agreement, effective as of December 29, 2009, by and among Fidelity National Information Services, Inc. and Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000095012309073780/g21681exv10w1.htm) (1) | 8-K | 001-16427 | 10.1 | 12/29/2009 | |
| [removed: 10.14] [added: 10.13] | [Amendment [removed: No. 1] to [removed: Amended and Restated] Employment Agreement, effective as of [removed: March 30, 2012,] [added: February 23, 2016,] by and among Fidelity National Information Services, Inc., and Gary A. [removed: Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689312000030/exhibit104amendmentno1toam.htm)] [added: Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/norcrossempagramdexhibit.htm)] (1) | [removed: 10-Q] [added: 10-K] | 001-16427 | [removed: 10.4] [added: 10.33] | [removed: 5/4/2012] [added: 2/26/2016] | |
| [removed: 10.15] [added: 10.22] | [added: |] [Amendment [added: No. 2] to Employment Agreement, effective as of January [removed: 1, 2015,] [added: 29, 2013,] by and among Fidelity National Information Services, Inc., and [removed: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689315000006/exhibit10-31norcrossempagr.htm)] [added: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1082oatesamendmentn.htm)] (1) | 10-K | 001-16427 | [removed: 10.31] [added: 10.82] | [removed: 2/27/2015] [added: 2/26/2013] | |
| [removed: 10.16] [added: 10.23] | [added: |] [Amendment to Employment Agreement, effective as of February 23, [removed: 2016,] [added: 2016] by and among Fidelity National Information Services, Inc., and [removed: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/norcrossempagramdexhibit.htm)] [added: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/oatesempagramdexhibit104.htm)] (1) | 10-K | 001-16427 | [removed: 10.33] [added: 10.41] | 2/26/2016 | |
| [removed: 10.17] [added: 10.15] | [Employment Agreement, effective as of October 1, 2009, by and among Fidelity National Information Services, Inc. and James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000095012309048017/g20691exv10w13.htm) (1) | 8-K | 001-16427 | 10.13 | 10/2/2009 | |
| [removed: 10.18 |] [added: 10.16] | [Amendment to Employment Agreement, effective as of January 29, 2013, by and between Fidelity National Information Services, Inc., and James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-51fis201310xkwoo.htm) (1) | 10-K | 001-16427 | 10.51 | 2/28/2014 | |
| [removed: 10.19 |] [added: 10.17] | [Second Amendment to Employment Agreement, effective as of March 15, 2013, by and between Fidelity National Information Services, Inc., and James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit1052fis201310-kwood.htm) (1) | 10-K | 001-16427 | 10.52 | 2/28/2014 | |
| [removed: 10.20 |] [added: 10.18] | [Amendment to Employment Agreement, effective as of February 23, 2016, by and between Fidelity National Information Services, Inc., and James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/woodallempagramdexhibit1.htm) (1) | 10-K | 001-16427 | 10.37 | 2/26/2016 | |
| [removed: 10.21 |] [added: 10.20] | [Employment Agreement, effective as of October 1, 2009, by and among Fidelity National Information Services, Inc., and Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-43fis201310xkagr.htm) (1) | 10-K | 001-16427 | 10.43 | 2/28/2014 | |
| [removed: 10.22] [added: 10.21] | | [Amendment No. 1 to Employment Agreement, effective as of February 8, 2012, by and among Fidelity National Information Services, Inc., and Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-44fis201310xkoat.htm) (1) | 10-K | 001-16427 | 10.44 | 2/28/2014 | |
| [removed: 10.23] [added: 10.25] | | [removed: [Amendment No. 2 to Employment] [added: [Employment] Agreement, effective as of [removed: January 29, 2013,] [added: April 16, 2012,] by and among Fidelity National Information Services, Inc., and [removed: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1082oatesamendmentn.htm)] [added: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1081montanaemployme.htm)] (1) | 10-K | 001-16427 | [removed: 10.82] [added: 10.81] | 2/26/2013 | |
| [removed: 10.24] [added: 10.26] | | [Amendment to Employment Agreement, effective as of February 23, 2016 by and among Fidelity National Information Services, Inc., and [removed: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/oatesempagramdexhibit104.htm)] [added: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm)] (1) | 10-K | 001-16427 | [removed: 10.41] [added: 10.43] | 2/26/2016 | |
| [removed: 10.25] [added: 10.24] | | [Transition Agreement, Wavier & Release (An Amendment to the Employment Agreement), effective February 1, 2018 by and between Fidelity National Information Services, Inc. and Michael P. [removed: Oates.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1025oatestransitionagmt2.htm)] [added: Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1025oatestransitionagmt2.htm)] (1) | [added: 10-K] | [added: 001-16427] | [added: 10.25] | [added: 2/22/2018] | [removed: *] |
| [removed: 10.26] [added: 10.30] | | [Employment Agreement, effective as of [removed: April 16, 2012,] [added: February 1, 2016,] by and [removed: among] [added: between] Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and [removed: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1081montanaemployme.htm)] [added: Marianne Brown.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/brownempagreexhibit1048f.htm)] (1) | 10-K | 001-16427 | [removed: 10.81] [added: 10.48] | [removed: 2/26/2013] [added: 2/26/2016] | |
| [removed: 10.27] [added: 10.28] | | [Amendment to Employment Agreement, effective as of February 23, 2016 by and [removed: among] [added: between] Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and [removed: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm)] [added: Anthony Jabbour.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/jabbourempagramdexhibit1.htm)] (1) | 10-K | 001-16427 | [removed: 10.43] [added: 10.47] | 2/26/2016 | |
| [removed: 10.28] [added: 10.27] | | [Employment Agreement, effective as of October 1, 2009, by and between Fidelity National Information Services, Inc. and Anthony Jabbour.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/agremploymentjabbourex10.htm) (1) | 10-K | 001-16427 | 10.46 | 2/26/2016 | |
| 10.29 | | [removed: [Amendment] [added: [Transition Agreement, Waiver & Release (An Amendment] to [added: the] Employment [removed: Agreement,] [added: Agreement),] effective [removed: as of February 23, 2016] [added: January 12, 2018] by and between Fidelity National Information Services, Inc. and Anthony [removed: Jabbour.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/jabbourempagramdexhibit1.htm)] [added: Jabbour.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1030jabbourtransitionagr.htm)] (1) | 10-K | 001-16427 | [removed: 10.47] [added: 10.30] | [removed: 2/26/2016] [added: 2/22/2018] | |
| [removed: 10.30] [added: 10.19] | [removed: [Transition Agreement, Waiver & Release (An Amendment] [added: [Amendment] to [removed: the] Employment [removed: Agreement),] [added: Agreement,] effective [removed: January 12, 2018] [added: as of May 5, 2018,] by and between Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Anthony Jabbour.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1030jabbourtransitionagr.htm)] [added: James W. Woodall.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/woodallwoodyamendmentemp.htm)] (1) | | | | | * |
| 10.31 | [removed: [Employment] [added: | [Amendment to Employment] Agreement, effective as of [removed: February 1, 2016,] [added: August 16, 2017,] by and between Fidelity National Information Services, Inc. and Marianne [removed: Brown.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/brownempagreexhibit1048f.htm)] [added: Brown.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000042/ex101brownempagramd81617si.htm)] (1) | [removed: 10-K] [added: 10-Q] | 001-16427 | [removed: 10.48] [added: 10.1] | [removed: 2/26/2016] [added: 11/1/2017] | |
| [removed: 10.32] [added: 10.33] | [removed: [Amendment to Employment] [added: [Employment] Agreement, effective as of [removed: August 16, 2017,] [added: February 1, 2018] by and between Fidelity National Information Services, Inc. and [removed: Marianne Brown.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000042/ex101brownempagramd81617si.htm)] [added: Marc Mayo.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1034mayoempagrefinal2118.htm)] (1) | [removed: 10-Q] [added: 10-K] | 001-16427 | [removed: 10.1] [added: 10.34] | [removed: 11/1/2017] [added: 2/22/2018] | |
| [removed: 10.33] [added: 10.34] | [Employment Agreement, effective as of [removed: November 15, 2016,] [added: February 1, 2018] by and between Fidelity National Information Services, Inc. and [removed: Katy Thompson.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000008/ex1044thompsonempagr.htm)] [added: Bruce Lowthers.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1035lowthersempagrefinal.htm)] (1) | 10-K | 001-16427 | [removed: 10.44] [added: 10.35] | [removed: 2/23/2017] [added: 2/22/2018] | |
| [removed: 10.34] [added: 10.35] | [Employment Agreement, effective as of February 1, 2018 by and between Fidelity National Information Services, Inc. and [removed: Marc Mayo.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1034mayoempagrefinal2118.htm)] [added: Denise Williams.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1036williamsemployagrfin.htm)] (1) | [added: 10-K] | [added: 001-16427] | [added: 10.36] | [added: 2/22/2018] | [removed: *] |
| [removed: 10.35] [added: 10.14] | [removed: [Employment] [added: [Amendment to Employment] Agreement, effective as of [removed: February 1, 2018] [added: May 5, 2018,] by and [removed: between] [added: among] Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Bruce Lowthers.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1035lowthersempagrefinal.htm)] [added: Gary A. Norcross.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/norcrossgaryamendmentemp.htm)] (1) | | | | | * |
| 10.37 | [Form of [added: Restricted] Stock [removed: Option grant issued] [added: Grant for Employees] under Fidelity National Information Services, [removed: Inc.] [added: Inc.,] 2008 Omnibus Incentive Plan [removed: - Certificate of Option Agreement] for grants made in [removed: October 2010.](http://www.sec.gov/Archives/edgar/data/1136893/000095012311018522/fisex1065.htm)] [added: November 2012.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-54fis201310xkfis.htm)] (1) | 10-K | 001-16427 | [removed: 10.65] [added: 10.54] | [removed: 2/25/2011] [added: 2/28/2014] | |
| [removed: 10.38] [added: 10.40] | [Form of [added: Restricted] Stock [removed: Option grant issued] [added: Grant for Employees] under Fidelity National Information Services, Inc. [added: amended and restated] 2008 Omnibus Incentive Plan [removed: - Certificate of Option Agreement] for grants made in [removed: April, June, September and October 2010.](http://www.sec.gov/Archives/edgar/data/1136893/000095012311018522/fisex1066.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/fisprsa15rsaex1061.htm)] (1) | 10-K | 001-16427 | [removed: 10.66] [added: 10.61] | [removed: 2/25/2011] [added: 2/26/2016] | |
| 10.48 | [Form of Restricted Stock Grant for Employees under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in 2017.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/fnprsa17_employeexperforma.htm) (1) | | | | | * |
| 10.49 | [Form of Non-Statutory Stock Option Grant for Employees under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in 2017.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/fnpso17_employeexperforman.htm) (1) | | | | | * |
| 10.50 | [Form of Restricted Stock Unit Grant for Directors under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in 2018.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/dirfnru_dirfsruxfinal10-50.htm) (1) | | | | | * |
| 10.51 | [Form of Stock Option Grant for Employees under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in 2018.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/fn_fsxoptionxogaex10-51.htm) (1) | | | | | * |
| 10.52 | [Form of Restricted Stock Unit Grant for Employees under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in 2018.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/fn_fsxrsuxogaex10-52.htm) (1) | | | | | * |
| 10.53 | [Form of Performance Stock Unit Grant for Employees under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in 2018.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/psu2018_ogaex10-53.htm) (1) | | | | | * |
| 10.56 | [Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, as amended and restated effective May 30, 2018.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518124787/d419228ddef14a.htm#tx419228_14) (1) | DEF 14A | 001-16427 | Annex A | 4/20/2018 | |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | Incorporated by Reference | | | | |
| Exhibit | | | SEC File | | | Filed/ Furnished |
| No. | Exhibit Description | Form | Number | Exhibit | Filing Date | Herewith |
| 4.16 | [Fourteenth Supplemental Indenture, dated as of July 10, 2017 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex43.htm) | 8-K | 001-16427 | 4.3 | 7/11/2017 | |
| 10.36 | [Employment Agreement, effective as of February 1, 2018 by and between Fidelity National Information Services, Inc. and Denise Williams.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1036williamsemployagrfin.htm) (1) | | | | | * |
| 10.50 | [Sixth Amendment and Restatement Agreement, dated as of August 10, 2016, by and among Fidelity National Information Services, Inc., each lender party thereto and JP Morgan Chase Bank N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516678328/d234476dex101.htm) | 8-K | 001-16427 | 10.1 | 8/11/2016 | |
| 10.52 | [Form of June 2014 Performance-Based Restricted Stock Unit Award Agreement, filed as Exhibit 10.37 to SunGard (formerly named SunGard Capital Corp.) Form 10-K for the year ended December 31, 2014.](http://www.sec.gov/Archives/edgar/data/789388/000119312515104907/d888267dex1037.htm) (1) | 10-K | 000-53653 | 10.37 | 3/25/2015 | |
| 10.53 | [Form of June 2014 Time-Based Restricted Stock Unit Award Agreement, filed as Exhibit 10.38 to SunGard (formerly named SunGard Capital Corp.) Form 10-K for the year ended December 31, 2014.](http://www.sec.gov/Archives/edgar/data/789388/000119312515104907/d888267dex1038.htm) (1) | 10-K | 000-53653 | 10.38 | 3/25/2015 | |
| 10.54 | [Form of June 2015 Performance-Based Restricted Stock Unit Agreement Under SunGard and SunGard Capital Corp. II for for grants made in 2015.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1054formofjune2015perf-b.htm) (1) | | | | | * |
| 10.55 | [Form of June 2015 Time-Based Restricted Stock Unit Agreement Under SunGard and SunGard Capital Corp. II for for grants made in 2015.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1055formofjune2015time-b.htm) (1) | | | | | * |
| 10.56 | [Form of February 2014 Performance-Based Restricted Stock Unit Agreement Under SunGard Capital Corp. and SunGard Capital Corp. II for for grants made in 2015.](https://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1056performancersufeb201.htm) (1) | | | | | * |
An excerpt. Shown here: 40 of 58 rewritten, all 7 added and all 13 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2018 filing and the FY2017 filing.
Item 16. Form 10-K Summary
11 rewritten, 5 added, 5 removed, 49 unchanged
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ GARY A. NORCROSS |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ JAMES W. WOODALL |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ KATY T. THOMPSON |
| | | | President, Chief Executive Officer and [removed: Director] [added: Executive Chairman of the Board] |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ ELLEN R. ALEMANY |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ KEITH W. HUGHES |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ DAVID K. HUNT |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ STEPHAN A. JAMES |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ LESLIE M. MUMA |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ LOUISE M. PARENT |
| Date: | February [removed: 22, 2018] [added: 21, 2019] | By: | /s/ JAMES B. STALLINGS, JR. |
| Date: | February 21, 2019 | By: | /s/ GARY A. NORCROSS |
| Date: | February 21, 2019 | By: | /s/ ALEXANDER NAVAB |
| | | | Alexander Navab |
| Date: | February 21, 2019 | By: | /s/ BRIAN T. SHEA |
| | | | Brian T. Shea |
| Date: | February 22, 2018 | By: | /s/ FRANK R. MARTIRE |
| | | | Frank R. Martire |
| | | | Chairman of the Board |
| Date: | February 22, 2018 | By: | /s/ THOMAS M. HAGERTY |
| | | | Thomas M. Hagerty |