Fidelity National Information Services (FIS) 10-K risk factor changes: FY2019 vs FY2018
The 2019-12-31 10-K against the 2018-12-31 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 1A143 rewritten214 added57 removed285 unchanged
All filing items1,305 rewritten1,238 added598 removed1,205 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, 1,238 added, 598 removed, 1,305 rewritten and 1,205 unchanged across 15 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 FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
143 rewritten, 214 added, 57 removed, 285 unchanged
[removed: Risks] [added: Risks] Related to Our Business and [removed: Operations][added: Operations]
[removed: Security] [added: Security] breaches or attacks, or our failure to comply with information security laws or regulations or industry security requirements, could harm our business by disrupting [removed: our] delivery of services and damaging [removed: our] [added: the] reputation [added: of FIS] and could result in a breach of one or more client [removed: contracts.][added: contracts.]
In addition, [removed: we collect] [added: FIS collects] personal consumer data, such as names and addresses, social security numbers, [removed: driver's] [added: driver’s] license numbers, cardholder data and payment history records.
The uninterrupted operation of [removed: our] information systems, as well as the confidentiality of the customer/consumer information that resides on such systems, is critical to [removed: our] [added: the] successful [removed: operation.][added: operation of FIS.]
For that reason, cybersecurity is one of the principal operational risks [removed: we face] [added: FIS faces] as a provider of services to financial institutions.
[removed: If we fail to maintain an adequate security infrastructure, adapt to emerging security threats, or implement] sufficient security standards and technology to protect against security breaches, the confidentiality of the information [removed: we secure] [added: FIS secures] could be compromised.
Unauthorized access to [removed: our] [added: the] computer systems or databases [added: of FIS] 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, or otherwise cause interruptions in [removed: our] [added: FIS'] operations and damage to [removed: our] [added: its] reputation.
These risks are greater with increased information transmission over the [removed: Internet and] [added: Internet,] the increasing level of sophistication posed by cyber [removed: criminals.][added: criminals, nation state-sponsored cyber attacks and the integration of FIS systems with those of acquired companies such as Worldpay.]
As a provider of services to financial institutions and a provider of card processing services, [removed: we are] [added: FIS is] bound by the same limitations on disclosure of the information [removed: we receive] [added: FIS receives] from [removed: our] clients as apply to the clients themselves.
If [removed: we fail] [added: FIS fails] to comply with these regulations and industry security requirements, [removed: we] [added: it] could be exposed to damages from legal actions from clients and/or their customers, governmental proceedings, governmental notice requirements, and the imposition of [added: significant] fines or prohibitions on card processing services.
In addition, if more restrictive privacy laws, rules or industry security requirements are adopted in the future on the [removed: Federal] [added: federal] or [removed: State] [added: state] level, or by a specific industry body, they could have an adverse impact on [removed: us] [added: FIS] through increased costs or restrictions on business processes.
Any inability to prevent security or privacy breaches, or the perception that such breaches may occur, could cause [removed: our] existing clients to lose confidence in [removed: our] [added: FIS] systems and terminate their agreements with [removed: us,] [added: FIS,] inhibit [removed: our] [added: FIS'] ability to attract new clients, result in increasing regulation, or bring about other adverse consequences from the government agencies that regulate [removed: our business.][added: FIS.]
[removed: Entity] [added: Entity] mergers or consolidations and business failures in the banking and financial services industry could adversely affect our business by eliminating some of our existing and potential clients and making us more dependent on a more limited number of [removed: clients.][added: clients.]
These consolidations and failures reduce our number of potential clients and may reduce our number of existing clients, which could adversely affect our [removed: revenues,] [added: revenue,] even if the events do not reduce the aggregate activities of the consolidated entities.
Further, if our clients [added: or our partners across any of our businesses] fail and/or merge with or are acquired by other entities that are not our [removed: clients,] [added: clients] or [added: our partners, or] that use fewer of our services, they may discontinue or reduce use of our services.
[removed: If] [added: If] we fail to innovate or adapt our services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade [added: or implement] our technology are not successful, we could lose [removed: clients] [added: clients,] or our clients could lose [removed: customers] [added: customers,] and we could have difficulty attracting new clients for our [removed: services.][added: services.]
In addition, as more of our revenue and market demand shifts to software as a service ("SaaS"), business process as a service ("BPaaS"), cloud, and new [removed: disruptive] [added: emerging] technologies, the need to keep pace with rapid technology changes becomes more acute.
These initiatives carry the risks associated with any new solution development effort, including cost overruns, delays in [removed: delivery,] [added: delivery] and [added: implementation, and] performance issues.
There can be no assurance that we will be successful in developing, marketing and selling new solutions or enhancements that meet these changing demands, that we will not experience difficulties that could delay or prevent the successful development, [added: implementation,] introduction, and marketing of [removed: these solutions or enhancements, or that our new solutions and enhancements will adequately meet the demands of the marketplace and achieve market acceptance.]
Any of these developments could have an adverse impact on our future [removed: revenues] [added: revenue] and/or business prospects.
[removed: We] [added: We] operate in a competitive business [removed: environment and] [added: environment;] if we are unable to compete [removed: effectively] [added: effectively,] our results of operations and financial condition may be adversely [removed: affected.][added: affected.]
Our competitors [added: in Banking and Capital Market Solutions] vary in size and in the scope and breadth of the solutions and services they offer.
We face direct competition from third parties, and [removed: since] [added: because] many of our larger potential clients have historically developed their key applications in-house and therefore view their system requirements from a make-versus-buy perspective, we also often compete against our potential [removed: clients’] [added: clients'] in-house capacities.
In addition, the markets in which we compete have recently attracted increasing competition from smaller start-ups with [removed: disruptive technologies,] [added: emerging technologies] which are receiving increasing investments, global banks (and businesses controlled by combinations of global banks) and global internet companies that are introducing competitive products and services into the marketplace, particularly in the payments area.
Emerging technologies and increased competition may also have the effect of unbundling bank solutions and result in [removed: picking off] [added: displacing] solutions we are currently providing from our legacy systems.
[removed: Business,] [added: *Business,*] Competition."
[removed: Global] [added: Global] economic, political and other conditions, including business [removed: cycles] [added: cycles, seasonality] and consumer confidence, may adversely affect our clients or trends in consumer spending, which may adversely impact the demand for our services and our revenue and [removed: profitability.][added: profitability.]
Any change in economic factors, including a sustained deterioration in general economic conditions or consumer confidence, particularly in the [removed: United States,] [added: U.S.,] or increases in interest rates in key countries in which we operate may adversely affect consumer spending, [removed: including related] consumer [removed: debt, further reduce check writing] [added: debt levels] and [removed: change] credit and debit card usage, and as a result, adversely affect our financial performance by reducing the number or average purchase amount of transactions that we service.
When there is a slowdown or downturn in the economy, a drop in stock market levels or trading volumes, or an event that disrupts the financial markets, our business and financial results, particularly with respect to our [removed: capital markets businesses,] [added: Capital Markets segment,] may suffer for a number of reasons.
Any [removed: more] [added: further] protective trade policies or actions taken by the U.S. may also result in other countries [removed: reducing] [added: reducing,] or making more [removed: expensive] [added: expensive,] services permitted to be provided by [removed: U.S. based] [added: U.S.-based] companies.
[removed: Constraints] [added: Constraints] within global financial markets or international regulatory requirements could constrain our financial institution clients' ability to purchase our services, impacting our future growth and [removed: profitability.][added: profitability.]
[removed: The] [added: The] sales and implementation cycles for many of our software and service offerings can be lengthy and require significant investment from both our clients and FIS.
If we fail to close [removed: sales] [added: sales,] or if a client chooses not to complete an installation after expending significant time and resources to do so, [added: then] our business, financial condition, and results of operations may be adversely [removed: affected.][added: affected.]
All of the aforementioned activities may require the expenditure of significant funds and management resources and, ultimately, the client may determine not to close the sale or [added: complete the implementation.]
If we are unsuccessful in closing sales or [added: implementing our solutions, or] if the client decides not to complete an implementation after we expend significant funds and management resources or we experience delays, [added: then] it could have an adverse effect on our business, financial condition, and results of operations.
[removed: Our] [added: Our] results may fluctuate from period to period because of the lengthy and unpredictable sales cycle for our software, changes in our mix of licenses and services, activity by competitors, and customer budgeting, operational requirements or renewal [removed: cycles.][added: cycles.]
Particularly with respect to our [removed: GFS] [added: Capital Markets] 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.
| • | customers periodically renew or upgrade their installed base of our solutions, which trigger buying cycles for current or new versions of our [removed: solutions and our revenue generally fluctuates with these refresh cycles as a result;] [added: solutions;] |
[removed: Failure] [added: Failure] to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations and financial [removed: condition.][added: condition.]
[removed: They] [added: Larger clients] may also reduce services if they decide to move services in-house.
FIS electronically receives, processes, stores and transmits sensitive business information of its clients.
If FIS fails to maintain an adequate security infrastructure, adapt to emerging security threats, or implement
Increased merchant, financial institution or referral partner attrition and decreased transaction volume could cause FIS' revenue to decline.
Our Merchant business may experience attrition and declines in merchant and financial institution credit, debit or prepaid card processing volume resulting from several factors, including business closures, consolidations, loss of accounts to competitors, account closures that it initiates due to heightened credit risks, and reductions in its merchants' sales volumes.
Our referral partners, many of which are not exclusive, such as merchant banks, technology solution partners, payment facilitators, independent sales organizations and trade associations are contributors to our revenue growth.
If a referral partner switches to another transaction processor, shuts down or becomes insolvent, we will no longer receive new merchant referrals from the referral partner, and we risk losing existing merchants that were originally enrolled by the referral partner.
FIS cannot predict the level of attrition and decreased transaction volume in the future, and its revenue could decline as a result of higher-than-expected attrition, which could have a material adverse effect on FIS' business, financial condition and results of operations.
these solutions or enhancements, or that our new solutions and enhancements will adequately meet the demands of the marketplace and achieve market acceptance.
In the Merchant business, our competitors include financial institutions and well-established payment processing companies.
In this business, our U.S. competitors that are financial institutions or are affiliated with financial institutions may not incur the sponsorship costs we incur for registration with the payment networks.
Accordingly, these competitors may be able to offer more attractive fees to our current and prospective clients or other services that we do not provide.
Competition could result in a loss of existing clients and greater difficulty attracting new clients.
Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain clients, there is no assurance we can successfully control our costs in order to maintain our profit margins.
FIS is currently facing new competitive pressure from non-traditional payment processors and other parties entering the payments industry, which may compete in one or more of the functions performed in processing merchant transactions.
These competitors have significant financial resources and robust networks and are highly regarded by consumers.
If these competitors gain a greater share of total electronic payments transactions, or if we are unable to successfully react to changes in the industry spurred by the entry of these new market participants, then it could have a material adverse effect on FIS' business, financial condition and results of operations.
The Merchant business has experienced in the past, and expects to continue to experience, seasonal fluctuations in its revenue as a result of consumer spending patterns.
Historically, Merchant revenue has been strongest in the fourth quarter and weakest in the first quarter.
This is due to the increase in the number and amount of electronic payment transactions related to seasonal retail events.
Moreover, the legislative and regulatory landscape for financial crimes compliance continues to evolve, and any failure to comply with such laws could expose us to liability and/or reputational damage.
Financial crimes laws may be interpreted and applied inconsistently from country to country and impose inconsistent or conflicting requirements.
The Company is subject to regulation, supervision, and enforcement authority of numerous governmental and regulatory bodies in the jurisdictions in which it operates, which includes banking regulators and the CFPB in the U.S., the FCA and PSR in the U.K., and the DNB in the Netherlands.
Because the Company is a technology service provider to U.S. financial institutions, it is subject to regular oversight and examination by the Federal Banking Agencies ("FBA"), each of which is a member of the FFIEC, an inter-agency body of federal banking regulators.
The FBA have broad discretion in the implementation, interpretation and enforcement of banking and consumer protection laws and use the FFIEC's uniform principles, standards and report forms in its review of bank service providers like FIS.
A failure to comply with these laws, or a failure to meet the supervisory expectations of the banking regulators, could result in adverse action against the Company.
The regulators have the power to, among other things, enjoin "unsafe or unsound" practices; require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct the sale of subsidiaries or other assets; and assess civil money penalties.
The Company is also subject to ongoing supervision by regulatory and governmental bodies across the world, including economic and conduct regulators, such as the FCA and PSR in the U.K. and the DNB in the Netherlands, and regulatory and governmental bodies responsible for issuing anti-money laundering, anti-bribery, and global economic sanctions regulations.
These various regulatory regimes require compliance across many aspects of our merchant activities in respect of capital requirements, safeguarding, training, authorization and supervision of personnel, systems, processes and documentation.
If we fail to comply with relevant regulations, then we risk reputational damage, potential civil and criminal sanctions, fines or other action imposed by regulatory or governmental authorities, including the potential suspension or revocation of the permission-based regulatory licenses which authorize the Company to provide core services to customers.
Certain aspects of our business may be determined by an appropriate regulator, quasi-regulatory body or the courts as not being conducted in
accordance with applicable laws or regulations, or we may face allegations of direct or indirect non-compliance with relevant regulatory regimes (such as the misselling of financial products), or other actions in the U.K., the Netherlands and other jurisdictions, as well as private litigation resulting from such actions.
This could result in an adverse effect on FIS' business, reputation and customer relationships, which in turn could adversely affect its financial position and performance.
We are also involved, from time to time, in regulatory investigations, reviews and proceedings (both formal and informal) by regulatory authorities regarding our businesses, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.
Specifically, the PSR is carrying out a market review into card-acquiring services provided by merchant acquirers in the U.K. with the scope of such review to include the following: the nature and characteristics of card-acquiring services; who provides card-acquiring services and how their market shares have developed historically; how merchants buy card-acquiring services; whether there are credible alternatives to card-acquiring services for some or all merchants; the outcomes of the competitive process including the fees merchants pay and the quality of service they receive.
Because the PSR is an economic regulator in the U.K., it has the power to issue directions in relation to the functioning of the card acquiring market in the U.K. as a result of this review.
Further, the European Commission is conducting a review of the relevant E.U. regulations on interchange fees for card-based payment transactions ("IFR") to examine the appropriateness of the levels of interchange fees (taking into account the use and cost of the various means of payments), the level of entry of new players, new technology and the impact of innovative business models on the market.
The primary purpose of this review is to understand whether overall costs for card acceptance for merchants, including the overall merchant service charge, have gone up, down or broadly stayed the same since the introduction of the IFR.
The E.U. has overall authority to enforce and establish new standards or guidance which may require banks and payments institutions, including our Merchant business, to modify current pricing and fee structures, and the E.U. could choose to exercise such authority prior to or after conclusion of this review.
Failure to comply with applicable laws and regulations may result in suspension or revocation of the permission-based regulatory licenses and/or restrictions on our ability to provide services and/or the imposition of civil fines and/or criminal penalties and sanctions.
In order to provide merchant transaction processing services in the U.S. and certain other jurisdictions, we are registered through our bank sponsorships with the Visa, MasterCard and other payment networks as service providers for member institutions.
We electronically receive, process, store and transmit sensitive business information of our clients.
complete the implementation.
In addition, we may experience difficulties in installing or integrating our
The Dodd-Frank Act represented a comprehensive overhaul of the regulations governing the financial services industry within the United States.
Changes in card association and debit network fees or products could increase costs or otherwise limit our operations.
It is possible that competitive pressures will result in our absorption of a portion of such increases in the future, which would increase our operating costs, reduce our profit margin and adversely affect our business, financial condition, and results of operations.
non-institutional clients.
Implementation of the GDPR has required changes to certain of our business practices, thereby increasing our costs.
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.
Failure to comply with the requirements of the GDPR could result in significant penalties and loss of business, among other things.
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.
If consumers
The referendum on the United Kingdom’s membership in the European Union (referred to as "Brexit"), approving the exit of the United Kingdom from the European Union could cause disruptions to and create uncertainty surrounding our business, including affecting our relationships with our existing and future clients, suppliers and employees, which could have an adverse effect on our business, financial results and operations.
The effects of Brexit will depend on the agreements, if any, the U.K. makes with the EU to retain access to EU markets at the time Brexit takes effect (March 29, 2019, if not suspended/delayed), during a transitional period or more permanently.
In addition, because the terms of trade between the U.K. and jurisdictions other than the EU may be currently governed by trade agreements between the EU and such other jurisdictions, the U.K. may be required to negotiate new terms of trade with such other jurisdictions.
These potential measures could disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions, and may cause us to lose clients, suppliers, and employees.
In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which EU laws to replace or replicate.
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.
Control regulations, particularly in emerging markets.
In foreign countries, particularly in those with developing economies, certain business practices may exist that are prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws.
Any such violation, even if prohibited by our policies, could have a material adverse effect on our business and
reputation.
The U.S. enacted significant tax reform in 2017 and certain provisions of the new law could have an adverse impact to us.
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.
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.
For further detail on our Brazilian Venture see Note 16 of the Notes to Consolidated Financial Statements.
There could be significant liability for us if all or part of the AS Split-Off were determined to be taxable for U.S. federal or state income tax purposes.
On March 31, 2014, SunGard completed the split-off of its Availability Services ("AS") business to its existing stockholders, including its private equity owners, on a tax-free and pro-rata basis (the “AS Split-Off”).
At the time SunGard received opinions from outside tax counsel to the effect that the AS Split-Off should qualify for tax-free treatment as transactions described in Section 355 and related provisions of the Internal Revenue Code, as amended (the “Code”).
In addition, actions taken following the AS Split-Off, including the SunGard acquisition and certain 50 percent or greater changes by vote or value of the stock ownership of the new entity conducting the AS business, may cause the AS Split-Off to be taxable to FIS.
In connection with the SunGard acquisition, we and SunGard received opinions of outside tax counsel to the effect that the SunGard acquisition should not cause the AS Split-off to fail to so qualify.
An excerpt. Shown here: 40 of 143 rewritten, 40 of 214 added and 40 of 57 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2019 filing and the FY2018 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
176 rewritten, 112 added, 163 removed, 140 unchanged
The following section discusses [removed: management’s] [added: management's] view of the financial condition and results of operations of FIS and its consolidated subsidiaries as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]
See "Forward-Looking Statements" and "Risk Factors" [added: in Item 1A of this Annual Report] for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.
A description of these segments is included in Note [removed: 19 to] [added: 22 of] the Notes to Consolidated Financial Statements.
[removed: Business] [added: Business] Trends and [removed: Conditions][added: Conditions]
Our revenue is primarily derived from a combination of [removed: recurring] technology and processing services, [added: payment transaction fees,] professional services and software license fees.
The majority of our revenue has historically been recurring, and has been provided under multi-year contracts [added: in Banking and Capital Markets] that contribute relative stability to our revenue stream.
We believe our integrated solutions and outsourced services are [removed: well positioned] [added: well-positioned] to address this outsourcing trend across the markets we serve.
Over the last [removed: three] [added: four] years, we have moved approximately [removed: 50%] [added: 60%] of our server compute to our FIS cloud located in our strategic data centers and our goal is to increase that percentage to [removed: 65%] [added: 73%] by the end of [removed: 2019] [added: 2020] and [added: approximately] 80% by the end of 2021.
Concurrently, we have continued to consolidate our data centers, closing [removed: 10] [added: seven] additional data centers in [removed: 2018.][added: 2019.]
Our consolidation has generated a savings for the Company as of year-end [removed: 2018] [added: 2019] exceeding [removed: $100] [added: $170] million in run rate annual expense reduction since the [removed: program’s] [added: program's] inception in mid-2016.
We plan to close and consolidate approximately [removed: 20] [added: 13] more data centers by [added: the end of] 2021, which should result in additional run rate annual expense reduction of [removed: about $150] [added: approximately $80] 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, [removed: international] [added: financial and other technology] providers, and [removed: disruptive] [added: emerging] technology innovators.
Our internal efforts in research and development activities have related primarily to the modernization of our proprietary core [removed: systems,] [added: systems in each of our segments,] design and development of next generation digital and innovative solutions and development of [added: processing systems and related software applications and risk management platforms.]
The uniform customer experience [removed: will extend] [added: extends] to support a broad range of financial services including opening new [removed: accounts;] [added: accounts,] servicing of existing [removed: accounts;] [added: accounts,] providing money movement [removed: services;] [added: services, and] personal financial [removed: management;] [added: management,] as well as [removed: a broad range of] other consumer, small [removed: business and commercial banking capabilities.]
Digital One [removed: will be] [added: is] integrated into [removed: and will extend] [added: several of] the core banking platforms offered by FIS and [removed: will] [added: is] also [removed: be] offered to customers of non-FIS core banking systems.
We anticipate consolidation within the banking industry will continue, primarily in the form of merger and acquisition activity among financial institutions, which we believe as a whole is detrimental to [removed: our business.][added: the profitability of the financial technology industry.]
It is also possible that larger financial institutions resulting from consolidation may have greater leverage in negotiating terms or could decide to perform [removed: in-house] [added: inhouse] some or all of the services that we currently provide or could provide.
The majority of our international revenue is generated by clients in [removed: Brazil,] the [removed: United Kingdom,] [added: U.K.,] Germany, [added: Brazil, India,] Canada and [removed: India.][added: Australia.]
For the full year of [removed: 2019,] [added: 2020,] we [removed: anticipate an approximate $45 million adverse] [added: do not expect a material] 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.
[removed: On] [added: Also, as described in Note 19 of the Notes to Consolidated Financial Statements, on] December 31, 2018, FIS closed the transaction [removed: we previously announced] to unwind the Brazilian Venture with Banco Bradesco.
[removed: Venture see] [added: See] Note [removed: 16] [added: 3] of the Notes to Consolidated Financial [removed: Statements and "Item 1A.][added: Statements.]
[removed: As described in Note 16 of the Notes to Consolidated Financial Statements, on] [added: On] July 31, 2017, we sold a majority interest in certain of our consulting businesses to affiliates of CD&R.
The consulting businesses sold were included within the [removed: GFS and IFS segments.][added: Capital Markets segment.]
[removed: These] [added: The Worldpay acquisition and these] divestitures affect the comparability of our results of operations for the [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] periods presented.
[removed: Critical] [added: Critical] Accounting [removed: Policies][added: Policies]
These policies require management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the Consolidated Financial Statements and the reported amounts of [removed: revenues] [added: revenue] and expenses during the reporting periods.
[removed: Revenue Recognition][added: Revenue Recognition]
However, the broader accounting policy assumptions that we apply across similar contracts or classes of clients could significantly influence the timing and amount of revenue recognized in our historical and [added: future results of operations or financial position.]
[removed: future] [added: Company's] results of operations [removed: or] [added: and] financial position.
[removed: Computer Software][added: Software]
[removed: Computer software] [added: Software] includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs.
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 [removed: three] [added: one] to 10 years [removed: (as discussed below in] [added: (see also] the [removed: Critical Accounting Policy] [added: *Purchase Accounting*] section [removed: Purchase Accounting).][added: below).]
As of December 31, [removed: 2018] [added: 2019] and [removed: 2017, computer] [added: 2018,] software, [removed: net of accumulated amortization,] [added: net,] was [removed: $1.8] [added: $3.2] billion and [removed: $1.7] [added: $1.8] billion, respectively, and amortization of [removed: computer] software was [removed: $468] [added: $616] million, [removed: $436] [added: $468] million, and [removed: $396] [added: $436] million for the years ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016,] [added: 2017,] respectively.
Balances related to acquired software represent a significant portion of these balances, particularly for the [removed: periods] [added: period] after the acquisition of [removed: SunGard,] [added: Worldpay,] which resulted in acquired software of [removed: $674 million.][added: $1.3 billion.]
Software development costs for software to be marketed are amortized using the greater of (1) the straight-line method over its estimated useful life, which ranges from three to 10 years, or (2) the ratio of current [removed: revenues] [added: revenue] to total anticipated [removed: revenues] [added: revenue] over its useful life.
Useful lives for all [removed: computer] software range from [removed: three] [added: one] to 10 years.
We also assess the recorded value of [removed: computer] software for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset [removed: (for] [added: (net realizable value analysis for] software to be marketed).
There are inherent uncertainties in determining the expected useful life or cash flows to be generated from [removed: computer] software.
For the years ended December 31, [removed: 2018, 2017,] [added: 2018] and [removed: 2016,] [added: 2017,] respectively, we have not had more than minimal charges for impairments of software.
[removed: Purchase Accounting][added: Purchase Accounting]
Although Merchant has a lesser percentage of multi-year contracts, a substantial part of its revenue is recurring.
Professional services revenue is typically non-recurring, though recognition often occurs over time rather than at a point in time.
Sales of software licenses are typically non-recurring with recognition at a point in time and are less predictable.
Our innovation efforts have recently resulted in bringing to market our Modern Banking Platform that is among the first cloud-native core banking solutions.
business and commercial banking capabilities.
As a result of the Worldpay acquisition, FIS is now a global leader in the merchant solutions industry, with differentiated solutions throughout the payments market, including capabilities in global eCommerce, U.S. integrated payments, and enterprise payments and data security solutions in business-to-business ("B2B") payments.
These solutions bring together advanced payments technologies at each stage of the transaction life cycle.
The Worldpay acquisition, which was completed on July 31, 2019, broadens our solution portfolio, enabling us to significantly expand our merchant acquiring solutions, including our capabilities in the growing eCommerce and integrated payments segments of the market, which are in demand among our merchant clients as they look for ways to integrate technology into their business models.
The combination also favorably impacts our business mix with a greater concentration in higher growth and higher margin services.
As we integrate Worldpay into our existing operations, we anticipate the potential to achieve incremental revenue opportunities and annual synergy run-rate savings.
Following the Worldpay acquisition, we are focused on completing post-merger integration to achieve potential incremental revenue opportunities and expense efficiencies created by the combination of the two companies.
We have a history of successfully integrating the operations and technology platforms of acquired companies, including winding down legacy environments and consolidating platforms from other acquisitions into our environment.
Based on prior integration experience, we developed integration plans to achieve the potential benefits created by the Worldpay acquisition.
As of the end of 2019, our achievement of expense and revenue synergies is ahead of schedule.
Our acquisition of Worldpay will help position us to capitalize on this demand.
The payment processing industry is adopting new technologies, developing new products and services, evolving new business models and being affected by new market entrants and an evolving regulatory environment.
As merchants and financial institutions respond to these changes by seeking services to help them enhance their own offerings to consumers, including the ability to accept card-not-present ("CNP") payments in eCommerce and mobile environments as well as contactless cards and mobile wallets at the point-of-sale, FIS believes that payment processors will seek to develop additional capabilities in order to serve clients' evolving needs.
In order to facilitate this expansion, we believe that payment processors will need to enhance their technology platforms so they can deliver these capabilities and differentiate their offerings from other providers.
We believe that these market changes present both an opportunity and a risk for us, and we cannot predict which emerging technologies or solutions will be successful.
However, FIS believes that payment processors, like FIS, that have scalable, integrated business models, provide solutions across the payment processing value chain and utilize broad distribution capabilities will be best positioned to enable emerging alternative electronic payment technologies.
Further, FIS believes that its depth of capabilities and breadth of distribution will enhance its position as emerging payment technologies are adopted by merchants and other businesses.
FIS' ability to partner with non-financial institution enterprises, such as mobile payment providers, internet, retail and social media companies, could create attractive growth opportunities as these new entrants seek to
become more active participants in the development of alternative electronic payment technologies and to facilitate the convergence of retail, online, mobile and social commerce applications.
For 2019, the Worldpay acquisition significantly increased our revenue as well as our amortization expense for acquired intangibles and our acquisition, integration and other costs.
The results of the Brazilian Venture that were spun-off in the transaction were included within the Banking segment.
Our contracts frequently contain non-standard terms that require judgment to determine the appropriate impact on revenue recognition.
For the year ended December 31, 2019, we recorded $87 million in asset impairments, primarily related to certain software to be marketed.
The third-party valuation specialists generally use discounted cash flow models, which require internally-developed assumptions, to determine the acquisition fair value of customer relationship intangible assets and developed technology software assets.
Assumptions for customer relationship asset valuations generally include forecasted revenue attributable to existing customer contracts and relationships, estimated annual attrition, forecasted EBITDA margin, and estimated weighted average cost of capital and discount rates.
Assumptions for software asset valuations generally include forecasted revenue attributable to the software assets, obsolescence rates, estimated royalty rates and estimated weighted average cost of capital and discount rates.
period are recognized in the reporting period in which the adjustment amounts are determined.
See Note 3 to the Notes to Consolidated Financial Statements for discussion of the Worldpay acquisition in 2019.
Revenue for 2019 increased $1,910 million, or 22.7% from 2018 primarily due to incremental revenue from the Worldpay acquisition and increased sales across our business lines as discussed in our Segment Results of Operations below.
These decreases were partially offset by (1) increased volumes in debit, loyalty and Latin America payments; (2) growth in wealth outsourcing, core solutions and digital banking; (3) strong demand for private equity and
insurance offerings; and (4) growth in the biller solutions business.
The gross profit percentage for 2019 as compared to 2018 benefited from higher margin revenue from the Worldpay acquisition, partially offset by higher acquired intangible asset amortization expense.
Selling, general and administrative expenses for 2019 increased $1,366 million, or 105.0% from 2018.
The year-over-year increase was primarily driven by (1) incremental Worldpay corporate and infrastructure expenses and (2) higher acquisition, integration and other costs of $704 million in 2019 as compared to $156 million in 2018.
These increases were partially offset by (1) the sale of Reliance Trust Company of Delaware during the fourth quarter of 2018 and (2) the sale of the Certegy Check Services business unit in North America during the third quarter of 2018.
Asset Impairments
Overview
FIS is a global leader in financial services technology, providing solutions and services to clients in the retail and institutional banking, payments, capital markets, asset management, and wealth and retirement markets.
Through the depth and breadth of our solutions portfolio, global capabilities and domain expertise, FIS serves clients in over 130 countries.
Headquartered in Jacksonville, Florida, FIS employs more than 47,000 people worldwide and holds leadership positions in payment processing, financial software and banking solutions.
Providing software, services and outsourcing of the technology that empowers the financial world, FIS is a Fortune 500 company and is a member of the Standard & Poor’s 500® Index.
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 revenue by customer, geography and service offering.
We evaluate possible acquisitions that might contribute to our growth or performance on an ongoing basis.
FIS reports its financial performance based on three segments: Integrated Financial Solutions ("IFS"), Global Financial Solutions ("GFS") and Corporate and Other.
Revenue by segment and the adjusted EBITDA of our segments are discussed below in Segment Results of Operations.
Professional services 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.
processing systems and related software applications and risk management platforms.
We believe digital payments will grow and partially replace existing payment tender volumes over time as consumers and merchants embrace the convenience, incremental services and benefits.
Additionally, new formidable non-traditional payments competitors and large merchants are investing in and innovating digital payment technologies to address the emerging market opportunity, and it is unclear the extent to which particular technologies or services will succeed.
We believe the growth of digital payments continues to present both an opportunity and a risk to us as the market develops.
Although we cannot predict which digital payment technologies or solutions will be successful, we cautiously believe our client relationships, payments infrastructure and experience, adapted solutions and emerging solutions are well positioned to maintain or grow our clients' existing payment volumes, which is our focus.
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.
our finite-lived intangible assets to determine whether such estimated useful lives continue to be appropriate.
For 2016, we engaged independent specialists to perform a valuation of our indefinite-lived intangible assets, using a form of income approach valuation known as the relief-from-royalty method.
Based upon this quantitative assessment performed, there was no impairment for 2016.
However, because there was a substantial excess of fair value over carrying value in our previous independent 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.
| Earnings (loss) from discontinued operations, net of tax | — | | | | — | | | | 1 | | |
| Net earnings | 881 | | | | 1,294 | | | | 547 | | |
| Net earnings per share — diluted from continuing operations attributable to FIS common stockholders | $ | 2.55 | | | $ | 3.75 | | | $ | 1.59 | |
| Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders | — | | | | — | | | | — | | |
| Net earnings per share — diluted attributable to FIS common stockholders * | $ | 2.55 | | | $ | 3.75 | | | $ | 1.59 | |
| Amounts attributable to FIS common stockholders: | | | | | | | | | | | |
| Earnings from continuing operations, net of tax | $ | 846 | | | $ | 1,261 | | | $ | 524 | |
* Amounts may not sum due to rounding.
This decrease was partially offset by (1) increased volumes in banking and wealth solutions (excluding the effects of the sale of the risk and compliance consulting business); (2) increased sales for GFS banking and payments solutions; (3) growth in corporate and digital solutions;
(4) growth in retail payments; and (5) payments growth in Latin America.
Revenue for 2017 decreased $163 million, or 1.8% from 2016, due to the reduction in revenue from the sale of the PS&E business during the first quarter of 2017 and the sale of the Capco consulting business and the risk and compliance consulting business during the third quarter of 2017.
These decreases were partially offset by (1) increased volumes in banking and wealth solutions (excluding the effects of the sale of the risk and compliance consulting business); (2) volume growth in payment solutions in Brazil; (3) continued growth with our existing customers for our post-trade derivative solutions; and (4) growth in corporate and digital solutions.
The 2017 period also benefited from a lower purchase accounting adjustment, as compared to the 2016 period, to reduce SunGard acquired deferred revenue to fair value and a $16 million favorable foreign currency impact primarily resulting from a stronger Brazilian Real versus the U.S. Dollar, partially offset by a weaker Pound Sterling.
See "Segment Results of Operations" for more detailed explanation.
An excerpt. Shown here: 40 of 176 rewritten, 40 of 112 added and 40 of 163 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 FY2019 filing and the FY2018 filing.
Item 7A. Quantitative and Qualitative Disclosure About Market Risks
33 rewritten, 3 added, 4 removed, 20 unchanged
[removed: Market Risk][added: Market Risk]
[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]
[removed: The] [added: Our fixed-rate] senior notes (as described in Note [removed: 10] [added: 12] of the Notes to Consolidated Financial Statements) represent the majority of our fixed-rate long-term debt obligations as of December 31, [removed: 2018.][added: 2019.]
The carrying [removed: value] [added: value,] excluding [removed: unamortized discounts] [added: the fair value] of the [added: interest rate swap described below and unamortized discounts, of these] senior notes was [removed: $8,476 million] [added: $16.6 billion] as of December 31, [removed: 2018.][added: 2019.]
The fair value of [removed: the] [added: these] senior notes was approximately [removed: $8,336 million] [added: $17.5 billion] as of December 31, [removed: 2018.][added: 2019.]
The potential reduction in fair value of the [added: fixed-rate] senior notes from a hypothetical 10 percent increase in market interest rates would not be material to the overall fair value of the debt.
Our [removed: floating rate] [added: variable-rate] risk principally relates to borrowings under our [removed: Commercial Paper Program and] [added: U.S. commercial paper program, Euro-commercial paper program,] Revolving Credit [removed: Facility] [added: Facility, Senior Euro Floating Rate Notes] (as defined in Note [removed: 10] [added: 12] of the Notes to Consolidated Financial Statements) and an interest [added: rate] swap on our fixed-rate long-term debt.
At December 31, [removed: 2018,] [added: 2019,] our [removed: weighted-average] [added: weighted average] cost of debt was [removed: 3.3%] [added: 1.66%] with a [removed: weighted-average] [added: weighted average] maturity of [removed: 7.5] [added: 6.2] years; [removed: 89%] [added: 78%] of our debt was fixed-rate and the remaining [removed: 11%] [added: 22%] of our debt was [removed: floating rate.][added: variable-rate.]
A 100 basis point increase in the [removed: weighted-average] [added: weighted average] interest rate on our [removed: floating rate] [added: variable-rate] debt would have increased our [removed: 2018] [added: 2019] interest expense by [removed: $10] [added: $45] million.
We performed the foregoing sensitivity analysis based solely on the principal amount of our [removed: floating rate] [added: variable-rate] debt as of December 31, [removed: 2018.][added: 2019.]
[added: This] sensitivity analysis 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.
For comparison purposes, based on principal amounts of [removed: floating rate] [added: variable-rate] debt outstanding as of December 31, [removed: 2017,] [added: 2018,] and calculated in the same manner as set forth above, an increase of 100 basis points in the [removed: weighted-average] [added: weighted average] interest rate would have increased our annual interest expense by approximately [removed: $2] [added: $10] million.
As of December 31, [removed: 2018, we entered into] [added: 2019,] the following interest rate swap [removed: transaction] converting the interest rate exposure on our Senior Euro Notes due July 2024 from fixed to variable [added: is outstanding] (in millions):
| | | | | | | | | [removed: Bank pays] [added: Bank pays] | | | [removed: FIS pays] [added: FIS pays] | |
| [removed: Effective Date] [added: Effective Date] | | [removed: Maturity Date] [added: Maturity Date] | | [removed: Notional] [added: Notional] | | | | [removed: fixed] [added: fixed] rate [removed: of] [added: of] | | | [removed: variable] [added: variable] rate [removed: of] [added: of] | |
| December 21, 2018 | | July 15, 2024 | | € | 500 | | | 1.100 | % | | 3-month Euribor + [removed: .878%] [added: 0.878%] | (1) |
We designated the interest rate swap as a fair value hedge for accounting purposes as described in Note [removed: 11] [added: 13] of the Notes to Consolidated Financial Statements.
A 100 basis point increase in the 3-month Euribor rate would increase our annual interest expense [added: on this swap] by approximately $6 million.
[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]
[removed: During the years ended December 31, 2018, 2017 and 2016, we generated approximately $1,542] [added: $1,852] million, [removed: $1,821] [added: $1,542] million and [removed: $1,908] [added: $1,821] million, respectively, in revenue denominated in currencies other than the U.S. Dollar.
The major currencies to which our [removed: revenues are] [added: revenue is] exposed are the [removed: Brazilian Real, the Euro, the] British Pound [removed: Sterling] [added: Sterling, Euro, Brazilian Real] and [removed: the] Indian Rupee.
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 decrease in our reported revenue for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] (in millions):
| [removed: Currency] [added: Currency] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |
| Pound Sterling | | $ | [removed: 34] [added: 87] | | | $ | [removed: 41] [added: 34] | | | $ | [removed: 44] [added: 41] | |
| Euro | | [removed: 30] [added: 31] | | | | [removed: 33] [added: 30] | | | | [removed: 38] [added: 33] | | |
| Real | | [removed: 38] [added: 16] | | | | [removed: 39] [added: 38] | | | | [removed: 34] [added: 39] | | |
| Rupee | | [removed: 13] [added: 11] | | | | [removed: 14] [added: 13] | | | | [removed: 12] [added: 14] | | |
| Total increase or decrease | | $ | [removed: 115] [added: 145] | | | $ | [removed: 127] [added: 115] | | | $ | [removed: 128] [added: 127] | |
Revenue included [removed: $40] [added: $70] million [removed: of unfavorable] and [removed: $16] [added: $40] million of [removed: favorable] [added: unfavorable] foreign currency impact during [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively, resulting from changes in the U.S. Dollar.
Net earnings attributable to FIS common stockholders included [removed: $12] [added: $2] million [removed: of unfavorable] and [removed: $2] [added: $12] million of [removed: favorable] [added: unfavorable] foreign currency impact during [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively, resulting from changes in the U.S. Dollar.
For the full year of [removed: 2019,] [added: 2020,] we [removed: anticipate an approximate $45 million adverse] [added: do not expect a material] 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.
We [removed: do] periodically enter into foreign currency forward [removed: exchange] contracts to hedge foreign currency exposure to intercompany loans and other balance sheet items.
The Company also utilizes [removed: organic] foreign currency denominated debt and cross-currency interest rate swaps designated as net investment hedges in order to reduce the volatility of the net investment value of certain of its Euro and Pound Sterling functional subsidiaries (see Note [removed: 11] [added: 13] of the Notes to Consolidated Financial Statements).
(1) 0.460% in effect as of December 31, 2019
During the years ended December 31, 2019, 2018 and 2017, we generated approximately
During the second quarter of 2019, we entered into foreign currency forward contracts to reduce the volatility in the Company's cash flows due to foreign exchange rate fluctuations during the period leading up to the Company's Euro- and Pound Sterling-denominated debt issuances related to the Worldpay acquisition, as discussed in Note 13 of the Notes to Consolidated Financial Statements.
This
(1) 0.507% in effect as of December 31, 2018.
Contracts are denominated in currencies of major industrial countries.
We did not have any significant forward contracts as of December 31, 2018 or 2017.
Item 1. Business
90 rewritten, 56 added, 41 removed, 132 unchanged
[removed: Overview][added: Overview]
[removed: Providing software, services and outsourcing of the technology that empowers the financial world,] [added: Headquartered in Jacksonville, Florida,] FIS is a Fortune [removed: 500] [added: 500®] company and is a member of the Standard & [removed: Poor’s] [added: Poor's] 500® Index.
FIS is incorporated under the laws of the State of Georgia as Fidelity National Information Services, Inc. and our stock is traded [added: under the trading symbol "FIS"] on the New York Stock [removed: Exchange under the trading symbol "FIS."][added: Exchange.]
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 revenue by customer, geography and service offering.
Our solutions include [added: merchant acquiring solutions; integrated payment solutions; global eCommerce solutions;] core processing [added: and ancillary applications] solutions; digital [removed: solutions;] [added: solutions, including internet, mobile and eBanking;] fraud, risk management and compliance solutions; electronic funds transfer and network [removed: services;] [added: services solutions;] card and retail payment solutions; [removed: corporate liquidity solutions;] wealth and retirement solutions; item processing and output [removed: services; government payments solutions; ePayment] [added: services] solutions; securities processing and finance solutions; global trading solutions; asset management and insurance solutions; and [removed: global commercial services for financial institutions and credit unions, as well as companies and governmental entities.][added: corporate liquidity solutions.]
We sell certain of these solutions to domestic [removed: companies,] [added: financial institutions and companies] as well as to global [removed: organizations] [added: financial institutions] and companies domiciled both within and outside of North America, where our solutions are able to be deployed across multiple regions.
[removed: Financial] [added: Financial] Information About Operating Segments and Geographic [removed: Areas][added: Areas]
For information about our [removed: revenues and assets by geographic area] [added: revenue] see Notes [removed: 2(n), 3] [added: 2, 4] and [removed: 19] [added: 22] of the Notes to Consolidated Financial Statements.
[removed: Competitive Strengths][added: Competitive Strengths]
| • | [removed: Brand] [added: *Brand*] - FIS has built a global brand known for innovation and thought leadership in the financial services sector. |
| • | [removed: Global] [added: *Global] Distribution and Scale [removed: -] [added: -*] 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 growth and operating efficiency. We are a global leader in [added: many of] the markets we serve, supported by a large, knowledgeable talent pool of employees around the world. |
| • | [removed: Extensive] [added: *Extensive] Domain Expertise and Extended Portfolio [removed: Depth] [added: 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, 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 [added: we believe] can give them a competitive advantage and reduce their operating costs. We have made significant investment in modernizing our platforms and solutions and [added: in moving our server compute into our private cloud located in our strategic data centers to increase our competitiveness in the global marketplace.] |
| • | [removed: Excellent] [added: *Excellent] and Long-Term [removed: Relationship] [added: Relationships] with [removed: Customers] [added: Customers*] - A significant percentage of [removed: FIS’] [added: 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 [removed: FIS’] [added: 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. |
[removed: Strategy][added: Strategy]
| • | [removed: Build,] [added: *Build,] Buy, or Partner to Add Solutions to Cross-Sell Existing Clients and Win New [removed: Clients] [added: Clients*] - We continue to invest in growth through internal software [removed: development,] [added: development] as well as through acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to 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. [added: Through our acquisition of Worldpay, we are a global leader in merchant acquiring and global eCommerce solutions.] |
| • | [removed: Support] [added: *Support] Our Clients Through [removed: Innovation] [added: Innovation*] \- Changing market dynamics, particularly in the areas of information security, regulation and innovation, are transforming the way our clients operate, which is driving incremental demand for our integrated solutions and services around our intellectual property. As prospects and customers evaluate technology, business process changes and vendor risks, our depth of services capabilities enables us to become involved earlier in their planning and design process and assist them as they manage through these changes. |
| • | [removed: Continually] [added: *Continually] Improve to Drive Margin [removed: Expansion] [added: Expansion*] - We strive to optimize our performance through investments in infrastructure enhancements, our workforce and other measures that are designed to drive margin expansion. |
| • | [removed: Expand] [added: *Expand] Client [removed: Relationships] [added: Relationships*] - The overall market we serve continues to gravitate beyond single-application purchases to multi-solution partnerships. As the market dynamics shift, we expect our clients and prospects to rely more on our multidimensional service offerings. Our leveraged solutions and processing expertise can produce meaningful value and cost savings for our clients through more efficient operating processes, improved service quality and convenience for our clients' customers. |
| • | [removed: Build] [added: *Build] Global [removed: Diversification] [added: Diversification*] - We continue to deploy resources in [added: strategic] global markets where we expect to achieve meaningful scale. |
The table below summarizes our [removed: revenues] [added: revenue] by reporting segment (in millions):
| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |
| Corporate and Other | [removed: 304] [added: —] | | | | [removed: 358] [added: 44] | | | | [removed: 470] [added: 106] | | |
| Total Consolidated [removed: Revenues] [added: Revenue] | $ | [removed: 8,423] [added: 10,333] | | | $ | [removed: 8,668] [added: 8,423] | | | $ | [removed: 8,831] [added: 8,668] | |
The [removed: IFS] [added: Banking] segment is focused [removed: primarily] on serving [removed: North American clients] [added: all sizes of financial institutions] for [removed: transaction] [added: core processing] and [removed: account processing, payment solutions, channel solutions,] [added: ancillary applications solutions;] digital [removed: channels,] [added: solutions;] fraud, risk management and compliance [removed: solutions, lending] [added: solutions; electronic funds transfer] and [added: network services solutions; payment solutions;] wealth and retirement [removed: solutions,] [added: solutions; item processing] and [removed: corporate liquidity,] [added: output services solutions; and services] capitalizing on the continuing trend to outsource these solutions.
Clients in this segment include [added: global financial institutions, U.S.] regional and community banks, credit unions and commercial lenders, as well as government institutions, [added: and other commercial organizations.]
[removed: These markets are primarily served through] [added: We provide our clients] integrated solutions [removed: and] characterized by multi-year processing contracts that generate highly recurring revenue.
The predictable nature of cash flows generated from [removed: this] [added: the Banking] segment provides opportunities for further investments in innovation, integration, information and security, and compliance in a [removed: cost effective] [added: cost-effective] manner.
| • | [removed: Core] [added: *Core] Processing and Ancillary [removed: Applications.] [added: Applications Solutions.*] 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 continue to invest in our core modernization efforts to further differentiate our offerings for the [removed: long-term.] [added: 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. |
| • | [removed: Digital] [added: *Digital] Solutions, [removed: Including] [added: including] Internet, Mobile and [removed: eBanking.] [added: 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, [removed: Internet,] [added: internet,] ATM, [removed: Mobile,] [added: mobile, and] 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. We [removed: are now adding functionality and offering] [added: have been providing our large regional banking customers in the U.S. with] Digital One, an integrated digital banking platform, [added: 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; [added: and] personal financial management; as well as a broad range of other consumer, small business and commercial banking capabilities. Digital One [removed: will be] [added: is] integrated into [removed: and will extend] [added: several of] the core banking platforms offered by FIS and [removed: will] [added: is] also [removed: be] offered to customers of non-FIS core banking systems. |
| • | [removed: Fraud,] [added: *Fraud,] Risk Management and Compliance [removed: Solutions.] [added: 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: Electronic] [added: *Electronic] Funds Transfer and Network [removed: Services.] [added: Services Solutions.*] Our electronic funds transfer and debit card processing businesses offer settlement and card management solutions for financial institution card issuers. We provide traditional ATM-based debit network access through [removed: NYCE] [added: NYCE, other branded networks,] and emerging real-time payment alternatives. [removed: NYCE connects] [added: Our networks connect] millions of cards and point-of-sale locations nationwide, providing consumers with secure, real-time access to their money. Also through [removed: NYCE,] [added: our networks,] clients such as financial institutions, retailers and independent ATM operators can capitalize on the efficiency, consumer convenience and security of electronic real-time payments, real-time account-to-account transfers, and strategic alliances such as surcharge-free ATM network arrangements. |
| • | [removed: Card] [added: *Card] and Retail Payment [removed: Solutions. Approximately 5,500 financial institutions use a combination of our] [added: Solutions.* Our card and retail payment] technology [removed: and/or] [added: and] services [added: allow financial institutions] 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 [removed: revenues] [added: revenue] for financial institutions and merchants. The majority of our programs are full [removed: 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: Corporate Liquidity.] [added: *Corporate Liquidity Solutions.*] Our corporate liquidity solutions help chief financial officers and treasurers manage working capital by [removed: increasing visibility to cash,] reducing risk and improving communication and response time between a [removed: company’s] [added: company's] buyers, suppliers, banks and other stakeholders. Our end-to-end collaborative financial management framework helps bring together receivables, treasury and payments for a single view of cash and risk, which helps our clients optimize business processes for enhanced liquidity management. |
| • | [removed: Wealth] [added: *Wealth] and [removed: Retirement.] [added: Retirement Solutions.*] We provide wealth and retirement solutions that help banks, trust companies, brokerage firms, insurance firms, retirement plan professionals, benefit administrators and independent advisors acquire, service and grow their client relationships. We provide solutions for client acquisition, transaction management, trust accounting and recordkeeping that can be deployed stand-alone or as part of an integrated wealth or retirement platform, or on an outsourced basis. |
| [removed: •] [added: *•*] | [removed: Item] [added: *Item] Processing and Output [removed: Services.] [added: Services Solutions.*] Our item processing services furnish financial institutions with the technology needed to capture data from checks, transaction tickets and other items; image and sort items; process exceptions through keying; and perform balancing, archiving and the production of statements. Our item processing services are performed at one of our multiple item processing centers located throughout the U.S. or on-site at client locations. Our extensive solutions include distributed (i.e., non-centralized) data capture, mobile deposit capture, check and remittance processing, fraud detection, and document and report management. Clients encompass banks and corporations of all sizes, from de novo banks to the largest financial institutions and corporations. We offer a number of output services that are ancillary to the primary solutions we provide, including print and mail capabilities, document composition software and solutions, and card personalization fulfillment services. Our print and mail services offer complete computer output solutions for the creation, management and delivery of print and fulfillment needs. We provide our card personalization fulfillment services for branded credit cards and branded and non-branded debit and prepaid cards. |
The [removed: GFS] [added: Capital Markets] segment is focused on serving [removed: the largest] global financial [removed: institutions and/or international financial institutions] [added: services clients] with a broad array of [removed: capital markets (including asset managers,] buy- and sell-side [removed: securities and trading firms), asset management and insurance solutions, as well as banking and payments] solutions.
[removed: GFS] [added: Capital Markets] clients purchase our solutions and services in various ways including licensing and managing technology "in-house," using consulting and third-party service [removed: providers] [added: providers,] as well as fully [removed: outsourced] [added: outsourcing] end-to-end solutions.
We have long-established relationships with many of these financial [added: and commercial] institutions that generate significant recurring revenue.
| • | [removed: Securities] [added: *Securities] Processing and [removed: Finance.] [added: Finance Solutions.*] Our offerings help financial institutions to increase the efficiency, transparency and control of their back-office trading operations, post-trade processing and settlement including derivative solutions, risk management, securities lending, syndicated lending, tax processing, and regulatory compliance. The breadth of our offerings also facilitates advanced business intelligence and market data distribution based on our extensive market data access. |
| • | [removed: Global Trading.] [added: *Global Trading Solutions*.] Our trading solutions provide trade execution, data and network solutions to financial institutions, corporations and municipalities in North America, Europe and other global markets across a variety of asset classes. Our trade execution and network solutions help both buy- and sell-side firms improve execution quality, decrease overall execution costs and address [removed: today’s] [added: today's] trade connectivity challenges. |
FIS is a leading provider of technology solutions for merchants, banks, and capital markets firms globally.
Our over 55,000 employees are dedicated to advancing the way the world pays, banks and invests by applying our scale, deep domain expertise and data-driven insights.
We help our clients use technology in innovative ways to solve business-critical challenges and improve the experience for their customers.
We also develop new solutions which enhance our client offerings.
We evaluate possible acquisitions that might contribute to our growth or performance on an ongoing basis.
We sell these solutions to financial institutions, as well as merchants, companies and governmental entities.
On July 31, 2019, FIS completed the acquisition of Worldpay.
Through its acquisition of Worldpay, FIS is now a global leader in financial technology, solutions and services for merchants as well as banks and capital markets.
The Worldpay acquisition brings an integrated technology platform with a comprehensive suite of products and services serving merchants and financial institutions.
Through the Worldpay transaction, FIS has enhanced its global payment capabilities, scale, robust risk and fraud solutions and advanced data analytics.
See Note 3 of the Notes to Consolidated Financial Statements for additional discussion.
As a result of the Company's acquisition of Worldpay, the Company reorganized its reportable segments and recast all prior-period segment information presented to align with the new reportable segments.
The new segments are Merchant Solutions ("Merchant"), Banking Solutions ("Banking"), and Capital Market Solutions ("Capital Markets"), which are organized based on the markets and clients served aligned with the solutions they provide, as well as the Corporate and Other segment.
Revenue by Segment
| Merchant Solutions | $ | 2,013 | | | $ | 276 | | | $ | 261 | |
| Banking Solutions | 5,873 | | | | 5,712 | | | | 5,552 | | |
| Capital Market Solutions | 2,447 | | | | 2,391 | | | | 2,749 | | |
Merchant Solutions ("Merchant")
The Merchant segment is focused on serving merchants of all sizes globally, enabling them to accept electronic payments, including credit, debit and prepaid payments originated at a physical point of sale as well as in card-not-present environments such as eCommerce and mobile.
Merchant services include all aspects of payment processing, including authorization and settlement, customer service, chargeback and retrieval processing, reporting for electronic payment transactions and network fee and interchange management.
Merchant also includes value-added services, such as security and fraud prevention solutions, advanced data analytics and information management solutions, foreign currency management and numerous funding options.
Merchant serves clients in over 140 countries.
Our Merchant clients are highly-diversified, including non-discretionary everyday spend categories, such as grocery and pharmacy, and include 15 of the U.S. top 25 national retailers in 2019 ranked by sales, as well as global enterprises and small- to medium-sized businesses.
The Merchant segment utilizes broad and varied distribution channels, including direct sales forces and multiple referral partner relationships that provide us with a growing and diverse client base.
| • | *Merchant Acquiring Solutions.* Our merchant acquiring solutions primarily provide traditional point-of-sale payment processing for merchants of all sizes with a focus on large multi-national enterprises. Our solutions provide payment acceptance from various payment types, including but not limited to debit, credit, EMV, contactless and loyalty point redemption. We also provide various value-added services for merchants including fraud, settlement, chargeback and onboarding services. |
| *•* | *Integrated Payment Solutions.* Our integrated payment solutions primarily leverage an independent software vendor ("ISV") partnership model where FIS provides the merchant acquiring capabilities for the ISV partner across several industry verticals and sub-verticals. This partnership model allows FIS to avoid conflict of interest amongst the ISV providers and also reduces risk of maintaining and updating the software itself. These solutions also include merchant acquiring for payment facilitators ("PayFacs"), which consolidates multiple sub-merchant accounts under a master merchant identification number ("MID") account. Across all clients our integrated payment solutions also provide value-added services. |
| *•* | *Global eCommerce Solutions.* Our global eCommerce solutions provide card-not-present merchant acquiring capabilities to merchants of all sizes looking to sell their goods and services digitally. Our platforms enable both domestic and international capabilities and can provide a customizable and scalable solution to our merchants. We believe our solutions are differentiated by the authorization rates we provide to our clients in addition to our global scale. |
Banking Solutions ("Banking")
Banking serves clients in more than 130 countries.
Our applications include core processing software, which clients use to maintain the primary records of their customer accounts, and complementary applications and
services that interact directly with the core processing applications.
The results in this segment included the Reliance Trust Company of Delaware business through its divestiture on December 31, 2018; the Company's Brazilian Venture business through its divestiture as part of the joint venture unwinding transaction on December 31, 2018; and the Capco risk and compliance consulting business through its divestiture on July 31, 2017 (see Note 19 of the Notes to Consolidated Financial Statements).
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.
Capital Market Solutions ("Capital Markets")
Clients in this segment operate in more than 100 countries and include asset managers, buy-and sell-side securities, brokerage and trading firms, insurers, private equity firms, and other commercial organizations.
Our buy- and sell-side solutions include a variety of mission-critical applications for record keeping, data and analytics, trading, financing and risk management.
We have made, and continue to make, investments in modern platforms; advanced technologies, such as cloud delivery, open APIs, machine learning and artificial intelligence; and regulatory technology to support our Capital Markets clients.
FIS is a global leader in financial services technology, providing solutions and services to clients in the retail and institutional banking, payments, capital markets, asset management and wealth and retirement markets.
Through the depth and breadth of our solutions portfolio, global capabilities and domain expertise, FIS serves clients in over 130 countries.
Headquartered in Jacksonville, Florida, FIS employs more than 47,000 people worldwide and holds leadership positions in payment processing, financial software and banking solutions.
FIS reports its financial performance based on three segments: Integrated Financial Solutions ("IFS"), Global Financial Solutions ("GFS") and Corporate and Other.
| | |
| --- | --- |
moving our server compute into our private cloud located in our strategic data centers to increase our competitiveness in the global marketplace.
Revenues by Segment
| IFS | $ | 4,401 | | | $ | 4,260 | | | $ | 4,178 | |
| GFS | 3,718 | | | | 4,050 | | | | 4,183 | | |
Integrated Financial Solutions ("IFS")
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.
| • | Government Payments Solutions. We provide comprehensive, customized electronic service applications for government agencies, including Internal Revenue Service ("IRS") payment services and government food stamp and nutrition programs known as Supplemental Nutrition Assistance Program ("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. |
| • | ePayment Solutions. We provide reliable and scalable bill publishing and bill consolidation technology for our clients, generating and facilitating the payment of millions of monthly bills, servicing both billers and financial institution clients. Online bill payment functionality includes credit and debit card-based expedited payments. Our end-to-end presentment and payment solution provides an all-in-one solution to meet billers’ needs for the distribution and collection of bills and other customer documents. FIS also provides Automated Clearing House ("ACH") processing. |
Global Financial Solutions ("GFS")
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, buy- and sell-side securities and trading firms, insurers and private equity firms.
These institutions face unique business and regulatory challenges and account for the majority of financial institution information technology spend globally.
The purchasing patterns of GFS clients vary from those of IFS clients who typically purchase solutions on an outsourced basis.
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).
| • | 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 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, 2017 (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:
| • | Global Commercial Services. Our global commercial services include solutions, both onshore and offshore, designed to meet the technology challenges facing clients, large or small, including financial institutions and non-financial institutions. These solutions range in scope from operations support for a single application to full management of information technology infrastructures. We also provide outsourcing teams to manage costs, improve operational efficiency and transform our clients' back-office and customer service processes. |
The Company owns intellectual property, including trademarks, trade names, copyrights and patents, which we believe is important to our future success.
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.
The General Data Protection Regulation ("GDPR"), which became effective on May 25, 2018 imposes a strict data compliance regime and extends the scope of the EU data protection law to all foreign companies processing data of EU residents.
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
implementing legislation, as has been the case under the current data protection regime, local data protection authorities ("DPAs") will still have the ability to interpret the GDPR, which has the potential to create inconsistencies on a country-by-country basis.
Outside the U.S., applicable laws, rules and regulations similarly require designated types of financial institutions to implement anti-money laundering programs.
An excerpt. Shown here: 40 of 90 rewritten, 40 of 56 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2019 filing and the FY2018 filing.
Item 3. Legal Proceedings
4 rewritten, 0 added, 0 removed, 12 unchanged
| • | The Company reviews all of its litigation on an [removed: on-going] [added: ongoing] basis and follows the authoritative provision for accounting for contingencies when making accrual and disclosure decisions. A liability must be accrued if (a) it is probable that a liability has been incurred and (b) the amount of loss can be reasonably estimated. If one of these criteria has not been met, disclosure is required when there is at least a reasonable possibility that a material loss may be incurred. When assessing reasonably possible and probable outcomes, the Company bases decisions on the assessment of the ultimate outcome following all appeals. Legal fees associated with defending litigation matters are expensed as incurred. |
[removed: Indemnifications] [added: Indemnifications] and [removed: Warranties][added: Warranties]
Historically, the Company has not made any material payments under such [removed: indemnifications,] [added: indemnifications] but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses when they are estimable.
Historically, no material costs have been incurred related to software [removed: warranties] [added: warranties,] and no accruals for warranty costs have been made.
Cover and table of contents
52 rewritten, 40 added, 33 removed, 20 unchanged
[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]
[removed: Form 10-K][added: Form 10-K]
| [removed: x] [added: ☒] | | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
[removed: | | | For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018 |][added: 2019]
| [removed: o |] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
| [removed: | | For] [added: For] the transition period [removed: from] [added: from | |] to | [added: |]
[removed: Commission] [added: Commission] File [removed: No. 001-16427][added: No. 001-16427]
[removed: Fidelity] [added: Fidelity] National Information Services, [removed: Inc.][added: Inc.]
[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]
[removed: | Georgia (State] [added: *(State] or other jurisdiction of incorporation or organization) [removed: | | 37-1490331] (I.R.S. Employer Identification [removed: No.) |][added: No.)*]
[removed: | 601 Riverside Avenue Jacksonville, Florida (Address] [added: *(Address] of principal executive offices) [removed: | | 32204] (Zip [removed: Code) |][added: Code)*]
[removed: (904) 438-6000][added: (904) 438-6000]
[removed: (Registrant’s] [added: *(Registrant’s] telephone number, including area [removed: code)][added: code)*]
[added: |] Securities registered pursuant to Section 12(b) of the Act: [added: | | | | |]
| [removed: Title] [added: Title] of [removed: Each Class:] [added: each class] | | [removed: Name of Each Exchange on Which Registered:] [added: Symbol(s)] | [added: | on which registered |]
| [removed: Common] [added: Common] Stock, par value $0.01 per [removed: share] [added: share] | | [removed: New] [added: FIS | | New] York Stock [removed: Exchange] [added: Exchange] |
[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]
[removed: (Title] [added: *(Title] of [removed: Class)][added: Class)*]
Yes [removed: x] [added: ☒] No [removed: o][added: ☐]
Yes [removed: o] [added: ☐] No [removed: x][added: ☒]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).
| Large accelerated filer [removed: x] | [added: ☒ |] Accelerated filer [removed: o] | [added: ☐ |] Non-accelerated filer [removed: o] [added: ☐] (Do not check if a smaller reporting company) | Smaller reporting company [removed: o] | [added: ☐ |] Emerging growth company [removed: o] | [added: ☐ | |]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [removed: o] [added: ☐] No [removed: x][added: ☒]
As of June 30, [removed: 2018,] [added: 2019,] the last business day of the [removed: registrant’s] [added: registrant's] most recently completed second fiscal quarter, the aggregate market value of the [removed: registrant’s] [added: registrant's] common stock held by nonaffiliates was [removed: $34,947,896,958] [added: $39,616,487,459] based on the closing sale price of [removed: $106.03] [added: $122.68] on that date as reported by the New York Stock Exchange.
The number of shares outstanding of the [removed: registrant’s] [added: registrant's] common stock, $0.01 par value per share, was [removed: 322,920,584] [added: 616,321,624] as of February 19, [removed: 2019.][added: 2020.]
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: 2018,] [added: 2019,] to be filed within 120 days after the close of the fiscal year that is the subject of this Report.
[removed: 2018] [added: 2019] FORM 10-K ANNUAL REPORT
| | | [removed: Page] [added: Page] |
[removed: | [PART I](#s2A93A4954BB455A5DEDD0DA8C990CCB6) | | |][added: PART I]
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| [Item [removed: 4.](#s5069F415DDE9658B47BD0DA7FEBDAB65)] [added: 4.](#sFABE7C5DCB0359E0A1D872D8E64CD7EF)] | [Mine Safety [removed: Disclosures](#s5069F415DDE9658B47BD0DA7FEBDAB65)] [added: Disclosures](#sFABE7C5DCB0359E0A1D872D8E64CD7EF)] | [removed: [26](#s5069F415DDE9658B47BD0DA7FEBDAB65)] [added: [32](#sFABE7C5DCB0359E0A1D872D8E64CD7EF)] |
| [Item [removed: 5.](#s30852474AA27740BAD660DA8C9C9A843)] [added: 5.](#s985A4908B34E59EEACCA3ADAC522B1BF)] | [Market for [removed: Registrant’s] [added: Registrant's] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s30852474AA27740BAD660DA8C9C9A843)] [added: Securities](#sA930E802D2D454DFA3C6D20104BCD43E)] | [removed: [26](#sF738D2D957C8E15AAAE60DA7FF03816B)] [added: [32](#sB8C61694EF49586DA693A065AD3BDD74)] |
| [Item [removed: 6.](#s78655859AB809B86CC010DA8C9C99968)] [added: 6.](#s2E28E9277B1A5C779FDF840B43F8FEA8)] | [Selected Financial [removed: Data](#s78655859AB809B86CC010DA8C9C99968)] [added: Data](#s2E28E9277B1A5C779FDF840B43F8FEA8)] | [removed: [28](#sB3375E933BA075A462100DA7EAA5CF37)] [added: [34](#sE047BD68D257561281F98639774F5205)] |
| [Item [removed: 7.](#s26A191B03486560F8E270DA8C9C93171)] [added: 7.](#sD8B77BBDFF475BA2B4F6CF6A34F40BDA)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s26A191B03486560F8E270DA8C9C93171)] [added: Operations](#sD8B77BBDFF475BA2B4F6CF6A34F40BDA)] | [removed: [32](#s3F1751D770BF0EF0AC140DA7FF624225)] [added: [37](#s55274E67FFE75117A736ED4A44CFA4EE)] |
| [Item [removed: 7A.](#s59F0523B469229505F480DA8C9D962B3)] [added: 7A.](#s00232000A69756B2A7CA4F2AE6671C73)] | [Quantitative and Qualitative Disclosure About Market [removed: Risks](#s59F0523B469229505F480DA8C9D962B3)] [added: Risks](#s00232000A69756B2A7CA4F2AE6671C73)] | [removed: [47](#sEDC3C45FF93AEF99D8990DA801F373A0)] [added: [50](#sB27EC35441F95CC8ABADEC106F166A13)] |
| [Item [removed: 8.](#s71C0CCD7DAD50A7DFCEC0DA8C9D99988)] [added: 8.](#s1ED6DA024F845AB3BEB179D2445348FD)] | [Financial Statements and Supplementary [removed: Data](#s71C0CCD7DAD50A7DFCEC0DA8C9D99988)] [added: Data](#s1ED6DA024F845AB3BEB179D2445348FD)] | [removed: [50](#s3F28D971AA3D793540A40DA8029CBE90)] [added: [52](#s6951EEC63D27580DAB817351A156644B)] |
| [Item [removed: 9.](#sA41318924628BF7D10F70DA8C9D9346B)] [added: 9.](#s67DCDC3508ED5CA3B05CE1E71B2DCB3D)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sA41318924628BF7D10F70DA8C9D9346B)] [added: Disclosure](#s67DCDC3508ED5CA3B05CE1E71B2DCB3D)] | [removed: [93](#s5460EE950BB3E39F5B5C0DA80875CF9E)] [added: [101](#sB0143C1FC01E575D8BF96BA2D139F8E1)] |
________________________________________________________
________________________________________________________
Or
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________________________________________________________
Georgia 37-1490331
601 Riverside Avenue
Jacksonville, Florida 32204
| | | | | |
| | | Trading | | Name of each exchange |
| 0.400% Senior Notes due 2021 | | FIS21A | | New York Stock Exchange |
| Floating Rate Senior Notes due 2021 | | FIS21B | | New York Stock Exchange |
| 0.125% Senior Notes due 2021 | | FIS21C | | New York Stock Exchange |
| 1.700% Senior Notes due 2022 | | FIS22B | | New York Stock Exchange |
| 0.125% Senior Notes due 2022 | | FIS22C | | New York Stock Exchange |
| 0.750% Senior Notes due 2023 | | FIS23A | | New York Stock Exchange |
| 1.100% Senior Notes due 2024 | | FIS24A | | New York Stock Exchange |
| 2.602% Senior Notes due 2025 | | FIS25A | | New York Stock Exchange |
| 0.625% Senior Notes due 2025 | | FIS25B | | New York Stock Exchange |
| 1.500% Senior Notes due 2027 | | FIS27 | | New York Stock Exchange |
| 1.000% Senior Notes due 2028 | | FIS28 | | New York Stock Exchange |
| 2.250% Senior Notes due 2029 | | FIS29 | | New York Stock Exchange |
| 2.000% Senior Notes due 2030 | | FIS30 | | New York Stock Exchange |
| 3.360% Senior Notes due 2031 | | FIS31 | | New York Stock Exchange |
| 2.950% Senior Notes due 2039 | | FIS39 | | New York Stock Exchange |
Yes ☒ No ☐
Yes ☒ No ☐
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | |
| [Item 1.](#sE4C444D32600591EA42AC963C6F77E8E) | [Business](#sE4C444D32600591EA42AC963C6F77E8E) | [2](#s94103CD35BA154EC8420B4D11558D40E) |
| [Item 2.](#sE5B2FD9C3CC45A189B5D0B60D53E09CF) | [Properties](#sE5B2FD9C3CC45A189B5D0B60D53E09CF) | [32](#sF8C9B84F9546534CA8487ED02760A2FE) |
| [PART II](#s343525284DC75D558A574320F59F106D) | | |
| [PART IV](#sE5721D7740C85D9A80D8E1E7A616559D) | | |
| [Signatures](#s0420B410E5F75C8AB767CFC634194627) | | [112](#sFE4F21D364E3579798D7998A8B644F56) |
10-K 1 a10-k2018.htm 10-K
________________________________________________________
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
| [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 | | |
| EX-10.47 | | |
| EX-10.48 | | |
| EX-10.49 | | |
| EX-10.50 | | |
| EX-10.51 | | |
| EX-10.52 | | |
| EX-10.53 | | |
| EX-21.1 | | |
| EX-23.1 | | |
| EX-31.1 | | |
| EX-31.2 | | |
| EX-32.1 | | |
| EX-32.2 | | |
| EX-101 INSTANCE DOCUMENT | | |
| EX-101 SCHEMA DOCUMENT | | |
| EX-101 CALCULATION LINKBASE DOCUMENT | | |
| EX-101 DEFINITION LINKBASE DOCUMENT | | |
| EX-101 LABELS LINKBASE DOCUMENT | | |
| EX-101 PRESENTATION LINKBASE DOCUMENT | | |
An excerpt. Shown here: 40 of 52 rewritten, all 40 added and all 33 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2019 filing and the FY2018 filing.
Item 2. Properties
3 rewritten, 0 added, 1 removed, 3 unchanged
In addition, FIS owns or leases support centers, data processing facilities and other facilities at approximately [removed: 177] [added: 200] locations.
[added: We believe our facilities and] equipment are generally well maintained and are in good operating condition.
We believe that the [removed: computer] equipment [removed: that] we own and our various facilities are adequate for our present and foreseeable business needs.
We believe our facilities and
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
2 rewritten, 0 added, 0 removed, 3 unchanged
As of January 31, [removed: 2019,] [added: 2020,] there were approximately [removed: 10,660] [added: 10,406] shareholders of record of our common stock.
A regular quarterly dividend of $0.35 per common share is payable on March [removed: 29, 2019,] [added: 27, 2020,] to shareholders of record as of the close of business on March [removed: 15, 2019.][added: 13, 2020.]
Item 12. of Part III contains information concerning securities authorized for issuance under our equity compensation plans.
5 rewritten, 5 added, 16 removed, 10 unchanged
Approximately [removed: $2.7] [added: $2.3] billion of plan capacity remained available for repurchases as of December 31, [removed: 2018.][added: 2019.]
The graph below compares the cumulative 5-year total return of holders of [removed: Fidelity National Information Services, Inc.'s] [added: FIS] common stock with the cumulative total returns of the S&P 500 index and S&P Supercap Data Processing & Outsourced Services index.
The graph assumes that the value of the investment in our common stock and in each index [added: (including reinvestment of dividends)] was $100 on December 31, [removed: 2013] [added: 2014] and tracks it [removed: (including reinvestment of dividends)] through December 31, [removed: 2018.][added: 2019.]
[removed: ][added: ]
[removed: The] [added: *The] stock price performance included in this graph is not necessarily indicative of future stock price [removed: performance.][added: performance.*]
Management temporarily suspended share repurchases as a result of the Worldpay transaction to accelerate debt repayment.
| | | 12/14 | 12/15 | | 12/16 | | 12/17 | | 12/18 | | 12/19 | |
| Fidelity National Information Services, Inc. | | 100.00 | 99.01 | | 125.39 | | 158.03 | | 174.33 | | 239.14 | |
| S&P 500 | | 100.00 | 101.38 | | 113.51 | | 138.29 | | 132.23 | | 173.86 | |
| S&P Supercap Data Processing & Outsourced Services | | 100.00 | 113.97 | | 123.23 | | 171.68 | | 195.04 | | 281.09 | |
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):
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | Approximate dollar | | |
| | | | | | | | | | | | | | value of shares that | | |
| | | | | | | | | | Total cost of shares | | | | may yet be | | |
| | | | | | | | | | purchased as part of | | | | purchased under | | |
| | | Total number of | | | Average price | | | | publicly announced | | | | the plans or | | |
| Month ended | | shares purchased | | | paid per share | | | | plans or programs | | | | programs | | |
| October 31, 2018 | | 1.4 | | | $ | 105.31 | | | $ | 150 | | | $ | 2,680 | |
There were no share repurchases in November and December 2018.
| | | | | | | | | | | | | |
| | | 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 | |
Item 6. Selected Financial Data
68 rewritten, 13 added, 8 removed, 39 unchanged
[removed: Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations*"] and "Item 8.
[removed: Financial] [added: *Financial] Statements and Supplementary [removed: Data"] [added: Data*"] included elsewhere in this [removed: report.][added: Annual Report.]
Effective January 1, [removed: 2018,] [added: 2019,] we adopted the new [removed: revenue recognition] [added: leases] accounting standard, Topic [removed: 606,] [added: 842,] as described further in "Item 7.
[removed: Management’s] [added: *Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations,] [added: Operations,*] Recent Accounting Pronouncements." Amounts for the years ended [added: prior to] December 31, [removed: 2017, 2016, and 2015] [added: 2019,] were [added: not] recast to reflect [removed: our retrospective applications] [added: application] of the new [removed: standard.][added: accounting standard; therefore, our assets and liabilities for those years are not presented on the same accounting basis.]
The divestiture is consistent with our [removed: strategy to focus on our IP-led businesses.]
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 before equity [removed: is] [added: was] issued to management.
[removed: The sale did not meet the standard necessary to be reported as discontinued operations;] therefore, the pre-tax [removed: loss] [added: gain] and related prior period earnings remain reported within earnings from continuing [removed: operations.][added: operations]
FIS' [removed: 40%] ownership in Cardinal was initially valued at $172 million and was recorded as an equity method investment included within [removed: other] [added: Other] noncurrent assets on the Consolidated Balance Sheet.
After the sale on July 31, 2017, FIS began to recognize the earnings in after-tax equity method investment earnings outside of operating [removed: income and segment Adjusted EBITDA.][added: income.]
For periods prior to July 31, 2017, the Capco consulting business and risk and compliance consulting business were included within operating [removed: income and segment Adjusted EBITDA.][added: income.]
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 [added: K-12 school districts.]
Cash proceeds were used to reduce outstanding [removed: debt (see Note 10 of the Notes to Consolidated Financial Statements).][added: debt.]
[removed: The sale did not meet the] standard necessary to be reported as discontinued operations; therefore, the [removed: pre-tax] gain and related prior period earnings remain [removed: reported within earnings from continuing operations.]
The sale did not meet the standard necessary to be reported as discontinued operations; [removed: therefore, the gain and related prior period earnings remain reported within earnings from continuing operations.]
In [added: 2019,] 2018, 2017, [removed: 2015] and [removed: 2014,] [added: 2015,] we repurchased a total of approximately [added: 3.9 million shares for $400 million,] 12.0 million shares for $1,215 million, 1.1 million shares for $105 million, [removed: 5 million shares for $300 million] and [removed: 9] [added: 5.0] million shares for [removed: $476] [added: $300] million, respectively.
The effective tax rate for the 2016 [removed: through 2014] [added: and 2015] 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.
| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |
| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |
| | | | | | [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | | | | | | | | | | | | | | |
| [removed: Statement] [added: Statement] of Earnings [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |
| Revenue | $ | [removed: 8,423] [added: 10,333] | | | $ | [removed: 8,668] [added: 8,423] | | | $ | [removed: 8,831] [added: 8,668] | | | $ | [removed: 6,260] [added: 8,831] | | | $ | [removed: 6,413] [added: 6,260] | |
| Cost of revenue | [removed: 5,569] [added: 6,610] | | | | [removed: 5,794] [added: 5,569] | | | | [removed: 5,895] [added: 5,794] | | | | [removed: 4,071] [added: 5,895] | | | | [removed: 4,327] [added: 4,071] | | |
| Gross profit | [removed: 2,854] [added: 3,723] | | | | [removed: 2,874] [added: 2,854] | | | | [removed: 2,936] [added: 2,874] | | | | [removed: 2,189] [added: 2,936] | | | | [removed: 2,086] [added: 2,189] | | |
| Selling, general and administrative expenses | [removed: 1,301] [added: 2,667] | | | | [removed: 1,442] [added: 1,301] | | | | [removed: 1,707] [added: 1,442] | | | | [removed: 1,102] [added: 1,707] | | | | [removed: 815] [added: 1,102] | | |
| Asset impairments | [removed: 95] [added: 87] | | | | [removed: —] [added: 95] | | | | — | | | | — | | | | — | | |
| Operating income | [removed: 1,458] [added: 969] | | | | [removed: 1,432] [added: 1,458] | | | | [removed: 1,229] [added: 1,432] | | | | [removed: 1,087] [added: 1,229] | | | | [removed: 1,271] [added: 1,087] | | |
| Total other income (expense), net | [removed: (354] [added: (556] | | ) | | [removed: (456] [added: (354] | | ) | | [removed: (392] [added: (456] | | ) | | [removed: (62] [added: (392] | | ) | | [removed: (218] [added: (62] | | ) |
| Earnings from continuing operations before income taxes and equity method investment earnings (loss) | [removed: 1,104] [added: 413] | | | | [removed: 976] [added: 1,104] | | | | [removed: 837] [added: 976] | | | | [removed: 1,025] [added: 837] | | | | [removed: 1,053] [added: 1,025] | | |
| Provision (benefit) for income taxes | [added: 100 | | | |] 208 | | | | (321 | | ) | | 291 | | | | 375 | | | [removed: | 335 | | |]
| Equity method investment earnings (loss) | [removed: (15] [added: (10] | | ) | | [removed: (3] [added: (15] | | ) | | [removed: —] [added: (3] | | [added: )] | | — | | | | — | | |
| Earnings from continuing operations, net of tax | [removed: 881] [added: 303] | | | | [removed: 1,294] [added: 881] | | | | [removed: 546] [added: 1,294] | | | | [removed: 650] [added: 546] | | | | [removed: 718] [added: 650] | | |
| Earnings (loss) from discontinued operations, net of tax | — | | | | — | | | | [removed: 1] [added: —] | | | | [removed: (7] [added: 1] | | [removed: )] | | [removed: (11] [added: (7] | | ) |
| Net earnings | [removed: 881] [added: 303] | | | | [removed: 1,294] [added: 881] | | | | [removed: 547] [added: 1,294] | | | | [removed: 643] [added: 547] | | | | [removed: 707] [added: 643] | | |
| Net (earnings) loss attributable to noncontrolling interest | [removed: (35] [added: (5] | | ) | | [removed: (33] [added: (35] | | ) | | [removed: (22] [added: (33] | | ) | | [removed: (19] [added: (22] | | ) | | [removed: (28] [added: (19] | | ) |
| Net earnings attributable to FIS common stockholders | $ | [removed: 846] [added: 298] | | | $ | [removed: 1,261] [added: 846] | | | $ | [removed: 525] [added: 1,261] | | | $ | [removed: 624] [added: 525] | | | $ | [removed: 679] [added: 624] | |
| Net earnings per [removed: share — basic] [added: share-basic] from continuing operations attributable to FIS common stockholders | $ | [removed: 2.58] [added: 0.67] | | | $ | [removed: 3.82] [added: 2.58] | | | $ | [removed: 1.61] [added: 3.82] | | | $ | [removed: 2.21] [added: 1.61] | | | $ | [removed: 2.42] [added: 2.21] | |
| Net earnings (loss) per [removed: share — basic] [added: share-basic] from discontinued operations attributable to FIS common stockholders | — | | | | — | | | | — | | | | [removed: (0.03] [added: —] | | [removed: )] | | [removed: (0.04] [added: (0.03] | | ) |
| Net earnings per [removed: share — basic] [added: share-basic] attributable to FIS common stockholders * | $ | [removed: 2.58] [added: 0.67] | | | $ | [removed: 3.82] [added: 2.58] | | | $ | [removed: 1.61] [added: 3.82] | | | $ | [removed: 2.19] [added: 1.61] | | | $ | [removed: 2.38] [added: 2.19] | |
| Weighted average shares [removed: — basic] [added: outstanding-basic] | [removed: 328] [added: 445] | | | | [removed: 330] [added: 328] | | | | [removed: 326] [added: 330] | | | | [removed: 285] [added: 326] | | | | 285 | | |
| Net earnings per [removed: share — diluted] [added: share-diluted] from continuing operations attributable to FIS common stockholders | $ | [removed: 2.55] [added: 0.66] | | | $ | [removed: 3.75] [added: 2.55] | | | $ | [removed: 1.59] [added: 3.75] | | | $ | [removed: 2.18] [added: 1.59] | | | $ | [removed: 2.39] [added: 2.18] | |
On July 31, 2019, we completed the Worldpay acquisition.
The results of operations and financial position of Worldpay are included in the Consolidated Financial Statements since the date of acquisition.
This new standard had no effect on our results of operations or cash flows.
strategy to focus on our intellectual property-led businesses.
The sale did not meet the
reported within earnings from continuing operations.
The effective tax rate for the 2019 period included a detriment of $44 million due to non-deductible executive stock compensation primarily driven by acceleration of heritage Worldpay stock compensation awards and the accrual of additional stock compensation due to reaching certain Worldpay synergy targets and a detriment of $21 million due to the post-acquisition combined state income tax rates.
| Earnings (loss) from discontinued operations, net of tax | — | | | | — | | | | — | | | | 1 | | | | (7 | | ) |
| Net earnings attributable to FIS common stockholders | $ | 298 | | | $ | 846 | | | $ | 1,261 | | | $ | 525 | | | $ | 624 | |
| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |
| 2019 | | | | | | | | | | | | | | | |
| Revenue | $ | 2,057 | | | $ | 2,112 | | | $ | 2,822 | | | $ | 3,341 | |
| Gross profit | 676 | | | | 708 | | | | 984 | | | | 1,355 | | |
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 businesses sold were included within the GFS and IFS segments.
K-12 school districts.
The PS&E business was included in the Corporate and Other segment.
| 2017 | | | | | | | | | | | | | | | |
| Revenue | $ | 2,148 | | | $ | 2,258 | | | $ | 2,096 | | | $ | 2,166 | |
| Gross profit | 657 | | | | 738 | | | | 710 | | | | 768 | | |
An excerpt. Shown here: 40 of 68 rewritten, all 13 added and all 8 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data in the FY2019 filing and the FY2018 filing.
Item 8. Financial Statements and Supplementary Data
638 rewritten, 721 added, 258 removed, 416 unchanged
[removed: FIDELITY] [added: FIDELITY] NATIONAL INFORMATION SERVICES, [removed: INC.][added: INC.]
[removed: AND SUBSIDIARIES][added: AND SUBSIDIARIES]
[removed: INDEX] [added: INDEX] TO FINANCIAL [removed: INFORMATION][added: INFORMATION]
| | [removed: Page Number] [added: Page Number] |
| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#s8B817A8C49097AEEEF350DA8D2FFEB5B)] [added: Reporting](#sFE43191EBC1A5E2D9D7A5F2E447E2368)] | [removed: [51](#sA13D15106CCDD9602F8C0DA802EB897C)] [added: [53](#s1DEA3DFBFAFE56F79FEED98B9BE33135)] |
| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#s8B817A8C49097AEEEF350DA8D2FFEB5B)] [added: Statements](#sFE43191EBC1A5E2D9D7A5F2E447E2368)] | [removed: [52](#sD43144A179D9449B4CD10DA8031B5F05)] [added: [54](#s5ED48D0C60605946AA90186A01CC6DC9)] |
| [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] [added: 2018](#s56DA3976D22C524CB0060AAAE38B5E6B)] | [removed: [53](#s9C93C41B7F9F853FA75A0DA7DE0A5284)] [added: [56](#s9E5C971A116252DD97276D4248CCE394)] |
| [Consolidated Statements of Earnings for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] [added: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] | [removed: [54](#sF0525F31AC073CB76F030DA7DE4D395F)] [added: [57](#s33AC222B3A265CBB9D569898F8159EAF)] |
| [Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] [added: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] | [removed: [55](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] [added: [58](#s56DA3976D22C524CB0060AAAE38B5E6B)] |
| [Consolidated Statements of Equity for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] [added: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] | [removed: [56](#s024E699824BF5FA3F2830DA7DE956610)] [added: [59](#s6A44A1DB673F5D3E9E779DE1755C9821)] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sCD2BDCEAA85BFE74D2730DA7DE78F8B0)] [added: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] | [removed: [57](#s4611C8D9C138D110836C0DA7DF05B33A)] [added: [60](#s25980327EB7A5BCE85B9D9220C21A047)] |
[removed: | [Notes to Consolidated Financial Statements](#s6DDFED30E8BED545DE100DA8D32A5DC4) | [58](#s6909BF31D6017C17DE280DA80493E47D) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]
[removed: Opinion] [added: *Opinion] on Internal Control Over Financial [removed: Reporting][added: Reporting*]
We have audited Fidelity National Information Services, [removed: Inc.] [added: Inc.'s] and [removed: subsidiaries’] [added: subsidiaries'] (the [removed: “Company”)] [added: Company)] internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework (2013)] [added: 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: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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) [removed: (“PCAOB”),] [added: (PCAOB),] the consolidated balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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: 2018,] [added: 2019,] and the related notes (collectively, the [removed: “consolidated] [added: consolidated] financial [removed: statements”),] [added: statements),] and our report dated February [removed: 21, 2019] [added: 20, 2020] expressed an unqualified opinion on those consolidated financial statements.
[removed: Basis] [added: *Basis] for [removed: Opinion][added: Opinion*]
[removed: Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting*]
[removed: Opinion] [added: *Opinion] on the Consolidated Financial [removed: Statements][added: Statements*]
We have audited the accompanying consolidated balance sheets of Fidelity National Information Services, Inc. and subsidiaries (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of earnings, comprehensive earnings, equity, and cash flows for each of the years in the [removed: three-year] [added: three‑year] period ended December 31, [removed: 2018,] [added: 2019,] and the related notes (collectively, [removed: “the] [added: the] consolidated financial [removed: statements”).][added: 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: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the years in the [removed: three-year] [added: three‑year] period ended December 31, [removed: 2018,] [added: 2019,] 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) [removed: (“PCAOB”),] [added: (PCAOB),] the Company’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 21, 2019] [added: 20, 2020] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
[removed: Consolidated] [added: Consolidated] Balance [removed: Sheets][added: Sheets]
[removed: December] [added: December] 31, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]
[removed: (In] [added: (In] millions, except per share [removed: amounts)][added: amounts)]
| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | [added: | 2017 | | |]
| [removed: ASSETS] [added: ASSETS] | | | | | | | |
| Cash and cash equivalents | $ | [removed: 703] [added: 1,152] | | | $ | [removed: 665] [added: 703] | |
| Trade receivables, net | [removed: 1,472] [added: 3,242] | | | | [removed: 1,624] [added: 1,472] | | |
| Contract assets | [removed: 123] [added: 124] | | | | [removed: 108] [added: 123] | | |
| Settlement receivables | [removed: 281] [added: 647] | | | | [removed: 291] [added: 281] | | |
| Other receivables | [removed: 166] [added: 337] | | | | [removed: 70] [added: 166] | | |
| Prepaid expenses and other current assets | [removed: 288] [added: 308] | | | | [removed: 253] [added: 288] | | |
| Total current assets | [removed: 3,733] [added: 8,692] | | | | [removed: 3,688] [added: 3,733] | | |
| Property and equipment, net | [removed: 587] [added: 900] | | | | [removed: 610] [added: 587] | | |
| Goodwill | [removed: 13,545] [added: 52,242] | | | | [removed: 13,730] [added: 13,545] | | |
| Intangible assets, net | [removed: 3,132] [added: 15,798] | | | | [removed: 3,885] [added: 3,132] | | |
| [removed: Computer software,] [added: Software,] net | [removed: 1,795] [added: 3,204] | | | | [removed: 1,728] [added: 1,795] | | |
| Deferred contract costs, net | [removed: 475] [added: 667] | | | | [removed: 354] [added: 475] | | |
| [Notes to Consolidated Financial Statements](#s0B1B5F28044A54C3BDED8265E4AC473F) | [61](#s4486D66357BA5147820A8E692BE6D928) |
The Company acquired Worldpay, Inc. (Worldpay) during 2019, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2019, Worldpay's internal control over financial reporting.
Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Worldpay.
The acquired business represents approximately 73% of total assets, consisting principally of goodwill and other intangible assets, and 18% of total revenue included in the consolidated financial statements of the Company as of and for the year ended December 31, 2019.
February 20, 2020
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
*Change in Accounting Principle*
As discussed in Note 2(o) to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, *Leases*.
*Acquisition of Worldpay, Inc.*
As discussed in Note 3 to the consolidated financial statements, the Company acquired Worldpay, Inc. (Worldpay) on July 31, 2019.
*Basis for Opinion*
*Critical Audit Matters*
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
*Evaluation of software license revenue from arrangements with terms and conditions that are not standard*
As discussed in Notes 2(p) and 4 to the consolidated financial statements, the Company enters into arrangements containing software licenses.
Software license revenue typically relates to the Company’s promise to provide the customer a right to use the Company’s intellectual property and is typically part of an offering of multiple services.
Offerings that contain software license components often contain non-standard terms and conditions and vary with regards to the number and type of promises included and pricing.
We identified the evaluation of software license revenue from arrangements with terms and conditions that are not standard as a critical audit matter.
Significant auditor judgment was required to evaluate the Company's assessment of the impact on revenue recognition of certain terms and conditions that are unique to individual contracts.
Specifically, judgment was required to evaluate the Company's identification of performance obligations and determination of the corresponding pattern of revenue recognition, particularly for new contracts or renewals with software license performance obligations.
The primary procedures performed to address this critical audit matter included the following.
We tested certain internal controls over the Company's revenue recognition process, including controls over the Company's assessment of contractual terms and conditions on software license revenue recognition.
We tested certain arrangements containing software license components by reading the underlying contracts and evaluating the Company's assessment of the contractual terms and conditions in accordance
with the revenue recognition requirements.
Specifically, this included an evaluation of the Company's identification and assessment of terms and conditions that were not standard that could give rise to additional performance obligations or different patterns of revenue recognition.
We obtained external confirmation directly from certain of the Company's customers and compared the key terms and conditions relevant to the Company's revenue recognition to the Company's written customer agreement.
Additionally, we tested a sample of individual software license revenue, and obtained the underlying contract and accounting analysis to evaluate the identification of performance obligations and timing of software license revenue recognition.
*Evaluation of the acquisition-date fair value of the customer relationship intangible assets and software assets acquired in the Worldpay transaction*
As discussed in Note 3 to the consolidated financial statements, on July 31, 2019, the Company acquired Worldpay in a business combination.
As a result of the transaction, the Company acquired customer relationship intangible assets associated with the generation of future income from Worldpay's existing customers and software assets associated with Worldpay's technology applications.
The acquisition-date fair value for the customer relationship intangible assets and software assets was $13.7 billion and $1.3 billion, respectively.
We identified the evaluation of the acquisition-date fair value of the customer relationship intangible assets and software assets acquired in the Worldpay transaction as a critical audit matter.
There was a high degree of subjectivity in evaluating the discounted cash flow model used to determine the acquisition-date fair value of the customer relationship intangible assets and software assets.
The discounted cash flow model included the internally-developed assumptions for which there was limited observable market information, and the fair value of such assets could be sensitive to changes.
The internally-developed assumptions for customer relationship intangible assets included 1) forecasted revenue attributable to existing customer contracts and relationships, 2) estimated annual attrition, 3) forecasted earnings before interest, taxes, depreciation and amortization (EBITDA) margin, and 4) weighted-average cost of capital (WACC), including estimated discount rates.
For software assets, the internally developed assumptions included 1) forecasted revenue attributable to software assets, including obsolescence rates, 2) estimated royalty rates, and 3) WACC, including estimated discount rates.
The primary procedures we performed to address this critical audit matter included the following.
We tested certain internal controls over the Company's acquisition-date valuation process, including controls over the development of the above assumptions.
We compared the Company's estimates of 1) forecasted revenue, including obsolescence rates on software assets, and forecasted EBITDA margin to Worldpay's historical actual results and to the Company's peers and industry reports, 2) forecasted annual attrition to Worldpay's historical customer attrition data and industry data and 3) royalty rates to third-party royalty rates of similar software licenses.
February 21, 2019
| Settlement deposits | 700 | | | | 677 | | |
| Other long-term liabilities | 326 | | | | 403 | | |
| | | | | | | | | | | | |
| Earnings from continuing operations, net of tax | $ | 846 | | | $ | 1,261 | | | $ | 524 | |
* Amounts may not sum due to rounding.
| Reclassification adjustment for gains (losses) included in net earnings | — | | | | | | | | — | | | | | | | | 9 | | | | | | |
| Balances, December 31, 2015 | 430 | | | (106 | ) | | $ | 4 | | | $ | 10,210 | | | $ | 3,050 | | | $ | (279 | ) | | $ | (3,687 | ) | | $ | 86 | | | $ | 9,384 | |
| Excess income tax benefit from exercise of stock options | — | | | — | | | — | | | | 32 | | | | — | | | | — | | | | — | | | | — | | | | 32 | | |
| Net earnings | — | | | — | | | — | | | | — | | | | 525 | | | | — | | | | — | | | | 22 | | | | 547 | | |
| Other comprehensive earnings, net of tax | — | | | — | | | — | | | | — | | | | — | | | | (98 | | ) | | — | | | | (18 | | ) | | (116 | | ) |
| Net earnings | $ | 881 | | | $ | 1,294 | | | $ | 547 | |
| Excess income tax benefit from exercise of stock options | — | | | | — | | | | (32 | | ) |
| Excess income tax benefit from exercise of stock options | — | | | | — | | | | 32 | | |
| Other financing activities, net | (15 | | ) | | (40 | | ) | | (23 | | ) |
FIS is a global leader in financial services technology with a focus on retail and institutional banking, payments, asset and wealth management, risk and compliance, consulting and outsourcing solutions.
We report the results of our operations in three reporting segments: Integrated Financial Solutions ("IFS"), Global Financial Solutions ("GFS") and Corporate and Other (see Note 19).
As of December 31, 2018, we had cash and cash equivalents of $703 million of which approximately $340 million is held by our foreign entities.
Derivative instruments are valued using Level 2-type measurements.
Level 1.
Level 2.
Level 3.
Generally accepted accounting principles require that, subsequent to their initial recognition, certain assets be reviewed for impairment on a nonrecurring basis by comparison to their fair value.
As more fully discussed in their respective subheadings below, this includes goodwill, long-lived assets, intangible assets, computer software and investments.
The impairment charges are included in the Corporate and Other segment results.
There were no significant fair value measurement impairments for 2017 or 2016.
The fair value of these currency forward contracts was determined using currency exchange market rates, obtained from reliable, independent, third party banks, at the balance sheet date.
The fair value of forward contracts was subject to changes in currency exchange rates.
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.
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 10 years during which the related interest payments that were hedged will be recognized in income.
(f)Settlement Deposits, Receivables and Payables
For 2016, we engaged independent specialists to perform a valuation of our indefinite-lived intangible assets, using a form of income approach valuation known as the relief-from-royalty method, which is a Level 3-type measurement.
There was substantial excess of fair value over carrying value for our indefinite-lived intangible assets in the 2016 independent valuations.
Based upon this quantitative assessment performed, there was no impairment for 2016.
Fulfillment costs
concessions, penalties, and similar items.
Contract lengths for processing services typically span multiple years.
In conjunction with software licenses, the Company commonly provides the customer with additional services such as maintenance as well as associated implementation and other professional services related to the software license.
This revenue generally re-occurs as contracts are renewed.
Selling,
An excerpt. Shown here: 40 of 638 rewritten, 40 of 721 added and 40 of 258 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2019 filing and the FY2018 filing.
Item 9A. Controls and Procedures
5 rewritten, 6 added, 0 removed, 6 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 is (a) recorded, processed, summarized and reported within the time periods specified in the [removed: Commission’s] [added: Commission's] rules and [removed: forms;] [added: 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.
[removed: There were] [added: Other than this ongoing integration, there have been] no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]
Management has adopted the framework in [removed: Internal] [added: *Internal] Control - Integrated Framework [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission ("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: 2018.][added: 2019.]
We completed the Worldpay acquisition on July 31, 2019 (see Note 3 of the Notes to Consolidated Financial Statements).
The scope of management's assessment of the effectiveness of the Company's disclosure controls and procedures did not include the internal controls over financial reporting of Worldpay.
This exclusion is in accordance with the SEC Staff's general guidance that an assessment of a recently acquired business may be omitted from the scope of management's assessment for one year following the acquisition.
Worldpay represented approximately 18% of our gross revenue for the year ended December 31, 2019.
Total assets of the acquired business as of December 31, 2019, represented approximately 73% of total consolidated assets, consisting principally of goodwill and other intangible assets.
We are in the process of integrating Worldpay into our overall internal controls over financial reporting program.
Item 9B. Other Information
3 rewritten, 0 added, 0 removed, 4 unchanged
[removed: PART III][added: PART III]
[removed: Items 10-14.][added: Items 10-14.]
[removed: PART IV][added: PART IV]
Item 15. Exhibits and Financial Statement Schedules
70 rewritten, 51 added, 9 removed, 62 unchanged
| 2.1 | | [Agreement and Plan of Merger, dated as of [removed: August 12, 2015,] [added: March 17, 2019,] by and among Fidelity National Information Services, Inc., [removed: SunGard, SunGard Capital Corp. II, Seahawk Merger Sub 1, Inc., Seahawk Merger Sub, LLC] [added: Worldpay Inc.] and [removed: Seahawk] [added: Wrangler] Merger [removed: Sub 3, Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515291832/d59659dex21.htm)] [added: Sub.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519078401/d667827dex21.htm)] | 8-K | 001-16427 | 2.1 | [removed: 8/14/2015] [added: 3/18/2019] | |
| [removed: 3.4] [added: 3.5] | | [Fourth Amended and Restated Bylaws of Fidelity National Information Services, Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000003/exhibit31fisfourthamendeda.htm) | 8-K | 001-16427 | 3.1 | 1/27/2017 | |
| 4.3 | | [removed: [First] [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 association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312513154805/d520857dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312514223905/d738309dex42.htm)] | 8-K | 001-16427 | 4.2 | [removed: 4/15/2013] [added: 6/3/2014] | |
| 4.4 | | [removed: [Fourth] [added: [Eighth] 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/d85819dex44.htm)] | 8-K | 001-16427 | [removed: 4.2] [added: 4.4] | [removed: 6/3/2014] [added: 10/20/2015] | |
| 4.5 | | [removed: [Sixth] [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/d85819dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex42.htm)] | 8-K | 001-16427 | 4.2 | [removed: 10/20/2015] [added: 8/16/2016] | |
| 4.6 | | [removed: [Seventh] [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/d85819dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312516683053/d229205dex43.htm)] | 8-K | 001-16427 | 4.3 | [removed: 10/20/2015] [added: 8/16/2016] | |
| 4.7 | [removed: | [Eighth] [added: [Twelfth] Supplemental Indenture, dated as of [removed: October 20, 2015] [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/1136893/000119312515347978/d85819dex44.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex41.htm)] | 8-K | 001-16427 | [removed: 4.4] [added: 4.1] | [removed: 10/20/2015] [added: 7/11/2017] | |
| 4.8 | [removed: | [Ninth] [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/d229205dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex42.htm)] | 8-K | 001-16427 | [removed: 4.1] [added: 4.2] | [removed: 8/16/2016] [added: 7/11/2017] | |
| 4.9 | [removed: [Tenth] [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/d229205dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex43.htm)] | 8-K | 001-16427 | [removed: 4.2] [added: 4.3] | [removed: 8/16/2016] [added: 7/11/2017] | |
| 4.10 | [removed: [Eleventh] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: August] [added: May] 16, [removed: 2016] [added: 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/1136893/000119312516683053/d229205dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex41.htm)] | 8-K | 001-16427 | [removed: 4.3] [added: 4.1] | [removed: 8/16/2016] [added: 5/16/2018] | |
| 4.11 | [removed: [Twelfth] [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/d423875dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex42.htm)] | 8-K | 001-16427 | [removed: 4.1] [added: 4.2] | [removed: 7/11/2017] [added: 5/16/2018] | |
| 4.12 | [removed: [Thirteenth] [added: [Seventeenth] Supplemental Indenture, dated as of [removed: July 10, 2017] [added: May 21, 2019] 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/1136893/000119312519152755/d745669dex41.htm)] | 8-K | 001-16427 | [removed: 4.2] [added: 4.1] | [removed: 7/11/2017] [added: 5/21/2019] | |
| 4.13 | [removed: [Fourteenth] [added: [Eighteenth] Supplemental Indenture, dated as of [removed: July 10, 2017] [added: May 21, 2019] 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/d423875dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex42.htm)] | 8-K | 001-16427 | [removed: 4.3] [added: 4.2] | [removed: 7/11/2017] [added: 5/21/2019] | |
| 4.14 | [removed: [Fifteenth] [added: [Nineteenth] Supplemental Indenture, dated as of May [removed: 16, 2018] [added: 21, 2019] 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/1136893/000119312518165068/d568943dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex43.htm)] | 8-K | 001-16427 | [removed: 4.1] [added: 4.3] | [removed: 5/16/2018] [added: 5/21/2019] | |
| 4.15 | [removed: [Sixteenth] [added: [Twentieth] Supplemental Indenture, dated as of May [removed: 16, 2018] [added: 21, 2019] 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/1136893/000119312518165068/d568943dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex44.htm)] | 8-K | 001-16427 | [removed: 4.2] [added: 4.4] | [removed: 5/16/2018] [added: 5/21/2019] | |
| [removed: 10.5] [added: 10.38] | [Form of [removed: Notice of] Stock Option Grant [removed: and Stock Option Agreement] [added: for Employees] under Fidelity National Information Services, Inc. [added: amended and restated] 2008 Omnibus Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1136893/000095014409001697/g17808exv10w50.htm)] [added: Plan for grants made in 2018.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/fn_fsxoptionxogaex10-51.htm)] (1) | 10-K | 001-16427 | [removed: 10.50] [added: 10.51] | [removed: 2/27/2009] [added: 2/21/2019] | |
| [removed: 10.6] [added: 10.7] | [Fidelity National Information Services, Inc. Employee Stock Purchase Plan, effective as of March 16, 2006.](http://www.sec.gov/Archives/edgar/data/1136893/000089256906001102/a22063a1sv4za.htm#243) (1) | S-4/A | 333-135845 | Annex C | 9/19/2006 | |
| [removed: 10.9] [added: 10.8] | [Fidelity National Information Services, Inc. Annual Incentive Plan, effective as of October 23, 2006.](http://www.sec.gov/Archives/edgar/data/1136893/000089256906001102/a22063a1sv4za.htm#248) (1) | S-4/A | 333-135845 | Annex D | 9/19/2006 | |
| [removed: 10.10] [added: 10.9] | [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: 10.11] [added: 10.10] | [Amendment No. 1 to Amended and Restated Employment Agreement, effective as of March 30, 2012, by and among Fidelity National Information Services, Inc., and Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689312000030/exhibit104amendmentno1toam.htm) (1) | 10-Q | 001-16427 | 10.4 | 5/4/2012 | |
| [removed: 10.12] [added: 10.11] | [Amendment to Employment Agreement, effective as of January 1, 2015, by and among Fidelity National Information Services, Inc., and Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689315000006/exhibit10-31norcrossempagr.htm) (1) | 10-K | 001-16427 | 10.31 | 2/27/2015 | |
| [removed: 10.13] [added: 10.12] | [Amendment to Employment Agreement, effective as of February 23, 2016, by and among Fidelity National Information Services, Inc., and Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/norcrossempagramdexhibit.htm) (1) | 10-K | 001-16427 | 10.33 | 2/26/2016 | |
| [removed: 10.14] [added: 10.13] | [Amendment to Employment Agreement, effective as of May 5, 2018, by and among Fidelity National Information Services, Inc., and Gary A. [removed: Norcross.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/norcrossgaryamendmentemp.htm)] [added: Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/norcrossgaryamendmentemp.htm)] (1) | [added: 10-K] | [added: 001-16427] | [added: 10.14] | [added: 2/21/2019] | [removed: *] |
| 10.15 | [added: |] [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 | |
| 10.16 | [added: |] [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 | |
| 10.17 | [added: |] [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 | |
| 10.18 | [added: |] [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 | |
| 10.19 | [added: |] [Amendment to Employment Agreement, effective as of May 5, 2018, by and between Fidelity National Information Services, Inc., and James W. [removed: Woodall.](https://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/woodallwoodyamendmentemp.htm)] [added: Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/woodallwoodyamendmentemp.htm)] (1) | [added: 10-K] | [added: 001-16427] | [added: 10.19] | [added: 2/21/2019] | [removed: *] |
| 10.20 | [added: |] [Employment Agreement, effective as of [removed: October 1, 2009,] [added: April 16, 2012,] by and among Fidelity National Information Services, Inc., and [removed: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-43fis201310xkagr.htm)] [added: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1081montanaemployme.htm)] (1) | 10-K | 001-16427 | [removed: 10.43] [added: 10.81] | [removed: 2/28/2014] [added: 2/26/2013] | |
| 10.21 | | [Amendment [removed: No. 1] to Employment Agreement, effective as of February [removed: 8, 2012,] [added: 23, 2016] by and among Fidelity National Information Services, Inc., and [removed: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-44fis201310xkoat.htm)] [added: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm)] (1) | 10-K | 001-16427 | [removed: 10.44] [added: 10.43] | [removed: 2/28/2014] [added: 2/26/2016] | |
| [removed: 10.22] [added: 10.14] | | [Amendment [removed: No. 2] to Employment Agreement, effective as of [removed: January 29, 2013,] [added: May 21, 2019,] by and among Fidelity National Information Services, Inc., and [removed: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1082oatesamendmentn.htm) (1)] [added: Gary A. Norcross. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/ex103norcrossempagramd52.htm)] | [removed: 10-K] [added: 10-Q] | 001-16427 | [removed: 10.82] [added: 10.3] | [removed: 2/26/2013] [added: 8/6/2019] | |
| 10.23 | | [removed: [Amendment to Employment] [added: [Employment] Agreement, effective as of February [removed: 23, 2016] [added: 1, 2018] by and [removed: among] [added: between] Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and [removed: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/oatesempagramdexhibit104.htm)] [added: Bruce Lowthers.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1035lowthersempagrefinal.htm)] (1) | 10-K | 001-16427 | [removed: 10.41] [added: 10.35] | [removed: 2/26/2016] [added: 2/22/2018] | |
| 10.24 | | [removed: [Transition] [added: [Employment] Agreement, [removed: Wavier & Release (An Amendment to the Employment Agreement),] effective [added: as of] February 1, 2018 by and between Fidelity National Information Services, Inc. and [removed: Michael P. Oates.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1025oatestransitionagmt2.htm)] [added: Denise Williams.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1036williamsemployagrfin.htm)] (1) | 10-K | 001-16427 | [removed: 10.25] [added: 10.36] | 2/22/2018 | |
| [removed: 10.25] [added: 10.22] | | [Employment Agreement, effective as of [removed: April 16, 2012,] [added: February 1, 2018] 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: Marc Mayo.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1034mayoempagrefinal2118.htm)] (1) | 10-K | 001-16427 | [removed: 10.81] [added: 10.34] | [removed: 2/26/2013] [added: 2/22/2018] | |
| 10.26 | | [removed: [Amendment to Employment] [added: [Letter] Agreement, effective as of [removed: February 23, 2016] [added: August 1, 2019,] by and among Fidelity National Information Services, Inc., and [removed: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm) (1)] [added: Charles Drucker. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/ex105cdrucker.htm)] | [removed: 10-K] [added: 10-Q] | 001-16427 | [removed: 10.43] [added: 10.5] | [removed: 2/26/2016] [added: 8/6/2019] | |
| 10.27 | [removed: |] [Employment Agreement, effective as of [removed: October] [added: August] 1, [removed: 2009,] [added: 2019,] by and between Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Anthony Jabbour.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/agremploymentjabbourex10.htm) (1)] [added: Mark Heimbouch. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/ex106heimbouch.htm)] | [removed: 10-K] [added: 10-Q] | 001-16427 | [removed: 10.46] [added: 10.6] | [removed: 2/26/2016] [added: 8/6/2019] | |
| 10.28 | [removed: | [Amendment to Employment] [added: [Employment] Agreement, effective as of [removed: February 23, 2016] [added: August 1, 2019,] by and between Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Anthony Jabbour.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/jabbourempagramdexhibit1.htm) (1)] [added: Stephanie Ferris. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/exhibit107ferrisemploy.htm)] | [removed: 10-K] [added: 10-Q] | 001-16427 | [removed: 10.47] [added: 10.7] | [removed: 2/26/2016] [added: 8/6/2019] | |
| 10.29 | [removed: | [Transition] [added: [Consulting] Agreement, [removed: Waiver & Release (An Amendment to the Employment Agreement),] effective [removed: January 12, 2018] [added: as of August 1, 2019,] by and [removed: between] [added: among] Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Anthony Jabbour.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1030jabbourtransitionagr.htm) (1)] [added: Stephan A. James. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/ex108directorconsultin.htm)] | [removed: 10-K] [added: 10-Q] | 001-16427 | [removed: 10.30] [added: 10.8] | [removed: 2/22/2018] [added: 8/6/2019] | |
| [removed: 10.31] [added: 3.4] | | [removed: [Amendment] [added: [Articles of Amendment] to [removed: Employment Agreement, effective as] [added: the Articles] of [removed: August 16, 2017, by and between] [added: Incorporation of] Fidelity National Information Services, [removed: Inc. and Marianne Brown.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000042/ex101brownempagramd81617si.htm) (1)] [added: Inc., Effective as of July 31, 2019.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519208224/d777638dex31.htm)] | [removed: 10-Q] [added: 8-K] | 001-16427 | [removed: 10.1] [added: 3.1] | [removed: 11/1/2017] [added: 7/31/2019] | |
| [removed: 10.36] [added: 10.33] | [Form of Restricted Stock Grant for Directors under Fidelity National Information Services, [removed: Inc.,] [added: Inc. amended and restated] 2008 Omnibus Incentive Plan for grants made in [removed: November 2012.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-53fis201310xkdir.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/dirrsa2017_directorxtimexr.htm)] (1) | 10-K | 001-16427 | [removed: 10.53] [added: 10.46] | [removed: 2/28/2014] [added: 2/21/2019] | |
| 4.16 | [Twenty-First Supplemental Indenture, dated as of May 21, 2019 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/1136893/000119312519152755/d745669dex45.htm) | 8-K | 001-16427 | 4.5 | 5/21/2019 | |
| 4.17 | [Twenty-Second Supplemental Indenture, dated as of May 21, 2019 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/1136893/000119312519152755/d745669dex46.htm) | 8-K | 001-16427 | 4.6 | 5/21/2019 | |
| 4.18 | [Twenty-Third Supplemental Indenture, dated as of May 21, 2019 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/1136893/000119312519152755/d745669dex47.htm) | 8-K | 001-16427 | 4.7 | 5/21/2019 | |
| 4.19 | [Twenty-Fourth Supplemental Indenture, dated as of May 21, 2019 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/1136893/000119312519152755/d745669dex48.htm) | 8-K | 001-16427 | 4.8 | 5/21/2019 | |
| 4.20 | [Twenty-Fifth Supplemental Indenture, dated as of May 21, 2019 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/1136893/000119312519152755/d745669dex49.htm) | 8-K | 001-16427 | 4.9 | 5/21/2019 | |
| 4.21 | [Twenty-Sixth Supplemental Indenture, dated as of December 3, 2019 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/1136893/000119312519305308/d840608dex41.htm) | 8-K | 001-16427 | 4.1 | 12/3/2019 | |
| 4.22 | [Twenty-Seventh Supplemental Indenture, dated as of December 3, 2019 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/1136893/000119312519305308/d840608dex42.htm) | 8-K | 001-16427 | 4.2 | 12/3/2019 | |
| 4.23 | [Twenty-Eighth Supplemental Indenture, dated as of December 3, 2019 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/1136893/000119312519305308/d840608dex43.htm) | 8-K | 001-16427 | 4.3 | 12/3/2019 | |
| 4.24 | [Twenty-Ninth Supplemental Indenture, dated as of December 3, 2019 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/1136893/000119312519305308/d840608dex44.htm) | 8-K | 001-16427 | 4.4 | 12/3/2019 | |
| 4.25 | [Description of the Company's Common Stock registered pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit425commonstock1.htm) | | | | | * |
| 4.26 | [Description of the Company's 0.400% Senior Notes due 2021, 1.700% Senior Notes due 2022 and 1.100% Senior Notes due 2024 registered pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit426july2017note.htm) | | | | | * |
| 4.27 | [Description of the Company's 0.125% Senior Notes Due 2021, 0.750% Senior Notes Due 2023, 1.500% Senior Notes Due 2027, 2.000% Senior Notes Due 2030, 2.950% Senior Notes Due 2039, Floating Rate Senior Notes Due 2021, 2.602% Senior Notes Due 2025 and 3.360% Senior Notes Due 2031 registered pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit427may2019notes1.htm) | | | | | * |
| 4.28 | [Description of the Company's 0.125% Senior Notes Due 2022, 0.625% Senior Notes Due 2025, 1.000% Senior Notes Due 2028 and 2.250% Senior Notes Due 2029, registered pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit428dec2019notes1.htm) | | | | | * |
| 10.5 | [Second Amendment Agreement, dated as of April 5, 2019, by and among Fidelity National Information Services, Inc., the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519103920/d725032dex101.htm) | 8-K | 001-16427 | 10.1 | 4/11/2019 | |
| 10.6 | [Third Amendment and Joinder Agreement, dated as of May 29, 2019, by and among Fidelity National Information Services, Inc., the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519164659/d755740dex101.htm) | 8-K | 001-16427 | 10.1 | 6/4/2019 | |
| 10.25 | | [Terms and Conditions of Employment, effective as of April 2, 2018, by and among FIS Systems (U.K.) Limited. and Martin Boyd. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/ex104boydtermsandconditi.htm) | 10-Q | 001-16427 | 10.4 | 8/6/2019 | |
| 10.49 | [Form of Performance Share Unit Award for United Kingdom Employees under Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit1049executiveps.htm) (1) | | | | | * |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| | | Incorporated by Reference | | | | |
| Exhibit | | | SEC File | | | Filed/ Furnished |
| No. | Exhibit Description | Form | Number | Exhibit | Filing Date | Herewith |
| 10.50 | [Form of Performance Share Unit Award for United States Employees under Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit1050executiveps.htm) (1) | | | | | * |
| 10.51 | [Form of Stock Option Grant for United States Employees under Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit1051stockoption.htm) (1) | | | | | * |
| 10.54 | [Form of Restricted Stock Unit Award for United States Employees under Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit1054rsuagreemen.htm) (1) | | | | | * |
| 10.55 | [Form of Stock Option Grant Notice and Option Agreement under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2013 through 2017.](http://www.sec.gov/Archives/edgar/data/1533932/000153393213000150/vntvex-101x2013331options.htm) (1) | 10-Q | 001-35462 | 10.1 | 5/6/2013 | |
| 10.56 | [Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2015 through 2017 .](http://www.sec.gov/Archives/edgar/data/1533932/000153393213000150/vntvex-102x2013331rsu.htm) (1) | 10-Q | 001-35462 | 10.2 | 5/6/2013 | |
| 10.57 | [Form of Restricted Share Grant Notice and Restricted Share Agreement under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2015 through 2017.](http://www.sec.gov/Archives/edgar/data/1533932/000153393215000139/vntvex-103rsax2015restrict.htm) (1) | 10-Q | 001-35462 | 10.3 | 4/30/2015 | |
| 10.58 | [Form of Performance Share Unit Award Notice and Performance Share Unit Agreement under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2017.](http://www.sec.gov/Archives/edgar/data/1533932/000153393213000150/vntvex-103x2013331performa.htm) (1) | 10-Q | 001-35462 | 10.3 | 5/6/2013 | |
| 10.59 | [Revised Form of Performance Share Award Notice and Performance Share Agreement under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2017.](http://www.sec.gov/Archives/edgar/data/1533932/000153393216000320/vntvex-10127xrevisedperfor.htm) (1) | 10-K | 001-35462 | 10.12.7 | 2/10/2016 | |
| 10.60 | [Form of Performance Share Unit Acquisition Award Notice and Performance Share Unit Acquisition Award Agreement for U.S. Employees (Co-CEO under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-10167acquisitionaward.htm) (1) | 10-K | 001-35462 | 10.16.7 | 2/28/2018 | |
| 10.61 | [Form of Performance Share Unit Acquisition Award Notice and Performance Share Unit Acquisition Award Agreement for U.S. Employees under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-10169acquisitionaward.htm) (1) | 10-K | 001-35462 | 10.16.9 | 2/28/2018 | |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| | | Incorporated by Reference | | | | |
| Exhibit | | | SEC File | | | Filed/ Furnished |
| No. | Exhibit Description | Form | Number | Exhibit | Filing Date | Herewith |
| 10.62 | [Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for U.S. Employees under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018 and 2019.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-101612worldpayrsuagre.htm) (1) | 10-K | 001-35462 | 10.16.12 | 2/28/2018 | |
| 10.7 | [Amended and Restated Metavante 2007 Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1136893/000095012309047672/g20674exv10w1.htm) (1) | S-8 | 333-158960 | 10.1 | 10/1/2009 | |
| 10.8 | [Form of Metavante Non-Statutory Stock Option Award - Certificate of Award Agreement for grants made in November 2008.](http://www.sec.gov/Archives/edgar/data/1399768/000119312509034120/dex1010b.htm) (1) | Metavante Technologies, Inc.10-K | 001-33747 | 10.10(b) | 2/20/2009 | |
| 10.30 | | [Employment Agreement, effective as of February 1, 2016, by and between Fidelity National Information Services, Inc. and Marianne Brown.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/brownempagreexhibit1048f.htm) (1) | 10-K | 001-16427 | 10.48 | 2/26/2016 | |
| 10.32 | | [Employment Agreement, effective as of November 15, 2016, by and between Fidelity National Information Services, Inc. and Katy Thompson.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000008/ex1044thompsonempagr.htm) (1) | 10-K | 001-16427 | 10.44 | 2/23/2017 | |
| 10.33 | [Employment Agreement, effective as of February 1, 2018 by and between Fidelity National Information Services, Inc. and Marc Mayo.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1034mayoempagrefinal2118.htm) (1) | 10-K | 001-16427 | 10.34 | 2/22/2018 | |
| 10.34 | [Employment Agreement, effective as of February 1, 2018 by and between Fidelity National Information Services, Inc. and Bruce Lowthers.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1035lowthersempagrefinal.htm) (1) | 10-K | 001-16427 | 10.35 | 2/22/2018 | |
| 10.35 | [Employment Agreement, effective as of February 1, 2018 by and between Fidelity National Information Services, Inc. and Denise Williams.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1036williamsemployagrfin.htm) (1) | 10-K | 001-16427 | 10.36 | 2/22/2018 | |
| 10.55 | [SunGard 2005 Management Incentive Plan as amended and restated February 13, 2013.](http://www.sec.gov/Archives/edgar/data/789388/000119312513116111/d444630dex1036.htm) (1) | 10-K | 000-53653 | 10.36 | 3/20/2013 | |
| 101.INS+ | XBRL Instance Document | | | | | * |
An excerpt. Shown here: 40 of 70 rewritten, 40 of 51 added and all 9 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2019 filing and the FY2018 filing.
Item 16. Form 10-K Summary
13 rewritten, 17 added, 8 removed, 43 unchanged
[removed: SIGNATURES][added: SIGNATURES]
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ GARY A. NORCROSS |
| | | | [removed: President and] [added: President,] Chief Executive Officer [added: and Chairman of the Board] |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ JAMES W. WOODALL |
| | | | Chief Financial Officer [removed: (Principal Financial Officer)] |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ [removed: KATY T.] [added: CHRISTOPHER] THOMPSON |
| | | | President, Chief Executive Officer and [removed: Executive] Chairman of the Board |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ ELLEN R. ALEMANY |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ KEITH W. HUGHES |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ DAVID K. HUNT |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ LOUISE M. PARENT |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ BRIAN T. SHEA |
| Date: | February [removed: 21, 2019] [added: 20, 2020] | By: | /s/ JAMES B. STALLINGS, JR. |
| | | | (Principal Financial Officer) |
| | | | Christopher Thompson |
| Date: | February 20, 2020 | By: | /s/ GARY A. NORCROSS |
| Date: | February 20, 2020 | By: | /s/ CHARLES D. DRUCKER |
| | | | Charles D. Drucker |
| Date: | February 20, 2020 | By: | /s/ LEE ADREAN |
| | | | Lee Adrean |
| Date: | February 20, 2020 | By: | /s/ LISA A. HOOK |
| | | | Lisa A. Hook |
| Date: | February 20, 2020 | By: | /s/ GARY L. LAUER |
| | | | Gary L. Lauer |
| | | | |
| | | | Director |
| | | | |
| Date: | February 20, 2020 | By: | /s/ JEFFREY E. STIEFLER |
| | | | Jeffrey E. Stiefler |
| | | | Director |
| | | | Corporate Executive Vice President and |
| | | | Katy T. Thompson |
| Date: | February 21, 2019 | By: | /s/ STEPHAN A. JAMES |
| | | | Stephan A. James |
| Date: | February 21, 2019 | By: | /s/ LESLIE M. MUMA |
| | | | Leslie M. Muma |
| Date: | February 21, 2019 | By: | /s/ ALEXANDER NAVAB |
| | | | Alexander Navab |