Fidelity National Information Services (FIS) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A106 rewritten74 added153 removed269 unchanged
All filing items1,281 rewritten921 added748 removed1,191 unchanged
Summary
counted, not written
- Item 1A lists 37 risk factor headings: 1 new, 7 reworded and 29 unchanged since FY2019. 16 headings from FY2019 no longer appear.
- Sentence by sentence, 921 added, 748 removed, 1,281 rewritten and 1,191 unchanged across 18 items that differ.
New Item 1A headings (1)
- The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations, liquidity and financial condition will depend on future developments, which are highly uncertain and are difficult to predict.
Removed Item 1A headings (16)
- Increased merchant, financial institution or referral partner attrition and decreased transaction volume could cause FIS' revenue to decline.
- 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 profitability.
- 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 sales, or if a client chooses not to complete an installation after expending significant time and resources to do so, then our business, financial condition, and results of operations may be adversely affected.
- If FIS' agreements with U.S. financial institution sponsors and clearing service providers to process electronic payment transactions are terminated or otherwise expire and we are unable to renew existing or secure new sponsors or clearing service providers, then we will not be able to conduct our Merchant business in the U.S.
- Our securities brokerage operations are highly regulated and subject to risks that are not encountered in our other businesses.
- If we fail to comply with applicable regulations or to meet regulatory expectations, our business, results of operations or financial condition could be adversely impacted.
- Failure to properly manage or mitigate risks in the operation of our wealth and retirement businesses in the U.S and the U.K could have adverse liability consequences.
- Uncertainties associated with the Worldpay acquisition may cause a loss of management personnel and other key employees, which could adversely affect our future business and operations.
- FIS may be unable to integrate the business of Worldpay successfully or realize the anticipated benefits of the acquisition.
- The synergies attributable to the Worldpay acquisition may vary from expectations.
- The future results of FIS following the Worldpay acquisition will suffer if FIS does not effectively manage its expanded operations.
- FIS is expected to incur substantial costs related to the Worldpay acquisition and integration.
- The Worldpay acquisition may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners and may result in the termination of existing contracts.
- Following the Worldpay acquisition, FIS is subject to certain risks associated with the implementation of our Merchant business' new proprietary global acquiring platform.
- Following the Worldpay acquisition, FIS may not be able to continue to expand its share of the existing payment processing markets or expand into new markets, which would inhibit FIS' ability to grow and increase its profitability.
- Following the Worldpay acquisition, Worldpay, as a subsidiary of FIS, continues to be a party to a Tax Receivable Agreement ("TRA") and the amounts the Company and its subsidiaries may be required to pay under the TRA and certain related agreements are expected to be significant. In certain cases, payments under the TRA may be accelerated and/or significantly exceed the actual benefits FIS realizes in respect of the tax attributes subject to the TRA.
Reworded Item 1A headings (7)
- Global economic, political and other conditions, including business
[removed: cycles, seasonality][added: cycles] 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 profitability. [removed: The Dodd-Frank Act, the CFPB,][added: Federal, state] and [added: foreign] rules[removed: and regulations adopted by state regulatory authorities, such as the New York State Department of Financial Services,]may result in business changes for certain of our businesses and clients; these have had, and further could have, an adverse effect on our financial condition, revenue, results of operations, or prospects for future growth and overall business.- The Company is subject to regulation, supervision, and enforcement authority of numerous governmental and regulatory bodies in the jurisdictions in which it
[removed: 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.][added: operates.] - Privacy laws and
[removed: regulations, such as the GDPR,][added: regulations] have required and will further require FIS to adopt new business practices and contractual provisions in existing and new contracts which may require transitional and incremental expenses which may impact our future operating results. [removed: Following the Worldpay acquisition, fraud][added: Fraud] by merchants or others could have a material adverse effect on FIS' business, financial condition and results of operations.- The
[removed: Referendum on the]U.K.'s [added: exit from] membership in the E.U. could cause disruption to and create uncertainty surrounding our business. - We are the subject of various legal proceedings that could have
[removed: a material][added: an] adverse effect on our revenue and profitability.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
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 FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
106 rewritten, 74 added, 153 removed, 269 unchanged
If FIS fails to maintain an adequate security infrastructure, adapt to emerging security threats, or implement [added: sufficient security standards and technology to protect against security breaches, the confidentiality of the information FIS secures could be compromised.]
There can be no assurance that we will be successful in developing, marketing and selling new solutions or enhancements that meet these changing [removed: demands, that we will not experience difficulties that could delay or prevent the successful development, implementation, introduction, and marketing of][added: demands.]
Our competitors in Banking and Capital [removed: Market Solutions] [added: Markets] vary in size and in the scope and breadth of the solutions and services they offer.
In addition, the markets in which we compete have recently attracted increasing competition from smaller start-ups with 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 [removed: products] [added: solutions] and services into the marketplace, particularly in the payments area.
[removed: 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.
Global economic, political and other conditions, including business [removed: cycles, seasonality] [added: cycles] 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 profitability.
Larger clients [added: in particular] may [removed: be able] [added: use their value and negotiating leverage] to seek price reductions from us when they renew a contract, when a contract is extended, or when the client's business has significant volume changes.
[removed: The Dodd-Frank Act, the CFPB,] [added: Federal, state] and [added: foreign] rules [removed: and regulations adopted by state regulatory authorities, such as the New York State Department of Financial Services,] may result in business changes for certain of our businesses and clients; these have had, and further could have, an adverse effect on our financial condition, revenue, results of operations, or prospects for future growth and overall business.
Further, requirements of these regulations have resulted, and could further result, in changes in our business practices, our clients' business practices and those of other marketplace participants that may alter the delivery of services to consumers, which have impacted, and could further impact, the demand for our software and services as well as alter the [removed: type] [added: types] or volume of transactions that we process on behalf of our [removed: clients.]
The New York Department of Financial Services has enacted [removed: new] rules that require covered financial institutions to establish and maintain cybersecurity programs.
[removed: These, and a set of newer] [added: These] rules [removed: just issued,] subject FIS to additional regulation and require us to adopt additional business practices that could also require additional capital expenditures or impact our operating results.
The Company is subject to regulation, supervision, and enforcement authority of numerous governmental and regulatory bodies in the jurisdictions in which it [removed: 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.][added: operates.]
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 [removed: its] [added: their] review of bank service providers like FIS.
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 [removed: U.K. and] [added: U.K.,] the DNB in the Netherlands, and regulatory and governmental bodies responsible for issuing anti-money laundering, anti-bribery, and global economic sanctions regulations.
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 [removed: judgments,] settlements, fines, penalties, injunctions or other relief.
Many of our clients are subject to a regulatory environment and to industry standards that may change in a manner that reduces the types or volume of solutions or services we [removed: provide,] [added: provide] or may reduce the type or number of transactions in which our clients engage, and therefore reduce our revenue.
Our Merchant business has occasionally received notices of noncompliance and fines, which have typically [added: related to excessive chargebacks by a merchant or data security failures on the part of a merchant.]
These agreements [removed: with Fifth Third Bank] [added: in the U.S.] and [removed: other] [added: elsewhere with bank] sponsors give such sponsors substantial discretion in approving certain aspects of our business practices in our Merchant business, including our solicitation, application and qualification procedures for merchants and the terms of our agreements with merchants.
Our financial institution sponsors' discretionary actions under these agreements could have a material adverse effect on our business, financial condition and results of [removed: operations.]
We also rely on [removed: Fifth Third Bank and] various [removed: other] financial institutions to provide clearing services in connection with our settlement activities.
Without these sponsorships or clearing services agreements in our Merchant business, we would not be able to process Visa, MasterCard and other payment network transactions or settle transactions in relevant markets, including the [removed: U.S.] [added: U.S.,] which would have a material adverse effect on FIS' business, financial condition and results of operations.
One of our subsidiaries is an SEC registered broker-dealer in the [removed: U.S.,] [added: U.S.] and [added: is subject to the financial and operational rules of FINRA, and] others are authorized by the FCA to conduct certain regulated business in the U.K. Domestic and foreign regulatory and self-regulatory organizations, such as the SEC, FINRA, and the FCA, can, among other things, fine, censure, issue cease-and-desist orders against, and suspend or expel a broker-dealer or its officers or employees for failure to comply with the many laws and regulations that govern brokerage activities.
Privacy laws and [removed: regulations, such as the GDPR,] [added: regulations] have required and will further require FIS to adopt new business practices and contractual provisions in existing and new contracts which may require transitional and incremental expenses which may impact our future operating results.
The Company is also subject to the California Consumer Privacy Act [removed: effective January 1, 2020] and [removed: will be subject to] the Brazilian General Personal Data Protection [removed: Act, which is scheduled to become effective in August 2020.][added: Act.]
There are also several additional privacy laws being considered by state legislatures, the federal legislature and countries around the world; [removed: so,] [added: as] a [added: result, a] more substantial compliance effort with varying regimes in different jurisdictions is considered probable in the future, which will increase the costs and complexities of the business.
[removed: In addition to our data processing services described above, we] [added: We] also have business operations that store, process or transmit consumer information or have direct relationships with consumers that are obligated to comply with regulations, including, but not limited to, the FCRA, the Federal Fair Debt Collection Practices Act and applicable privacy requirements.
In addition, we rely on various financial institutions to provide [removed: ACH] [added: Automated Clearing House ("ACH")] services in support of funds settlement for certain of our solutions.
The [removed: Referendum on the] U.K.'s [added: exit from] membership in the E.U. could cause disruption to and create uncertainty surrounding our business.
[removed: Significant portions of our] [added: Our] Merchant business [removed: is located] [added: has a significant amount of business] in, and services clients in, the U.K. We also have other business and operations in the U.K. and the E.U. The U.K. left the E.U. ("Brexit") on January 31, 2020, pursuant to the terms of a withdrawal agreement concluded between the U.K. Government and the Council of the E.U. The withdrawal agreement [removed: includes] [added: included] a transition period until December 31, 2020, during which time the U.K. [removed: will follow] [added: followed] the E.U.'s rules and regulations and [removed: will remain] [added: remained] in the single market and [removed: the] customs [removed: union.][added: union while the future terms of the U.K.’s relationship with the E.U. were being negotiated.]
[removed: Although] [added: However, there remain unavoidable uncertainties related to Brexit, and although] the potential impact of Brexit on our business cannot be fully assessed until the [removed: detailed terms of the U.K.'s continued] [added: new] relationship [removed: with] [added: between] the [added: U.K. and] E.U. [removed: following the transition period are finalized] [added: is developed] and [added: defined, and] the U.K. negotiates, concludes and implements successor trading arrangements with other countries, [removed: it] [added: Brexit] is likely [removed: that this withdrawal process will continue] to result in [removed: a sustained period of economic] [added: ongoing political, legal] and [removed: political] [added: economic] uncertainty [added: in the U.K.] and [removed: complexity.][added: wider European markets.]
In addition, [removed: the U.S.-based] [added: our wealth and retirement] business holds a charter in the state of Georgia, which exposes us to further regulatory compliance requirements of the Georgia Department of Banking and Finance.
In the U.K., our [added: Merchant business, as well as our] Platform Securities and broker-dealer [removed: businesses] [added: businesses,] are regulated by the FCA and are [added: also] subject to further regulatory capital requirements.
The international operations of FIS represented approximately 24% of our total [removed: 2019] [added: 2020] revenue and are largely conducted in currencies other than the U.S. Dollar, including the British Pound Sterling, Euro, Brazilian Real, and Indian Rupee.
As a result of the Worldpay acquisition, FIS has significantly expanded its international presence by offering merchant acquiring, including eCommerce, services outside of the U.S., including in the U.K. and E.U. countries, where Worldpay's principal non-U.S. [removed: operations are currently located.]
[removed: | • |] [added: -] changes in a specific country or region's political and cultural climate or economic condition, including change in governmental regime; [removed: |]
[removed: | • |] [added: -] trade-protection measures, import or export licensing requirements such as Export Administration Regulations promulgated by the U.S. Department of Commerce and fines, penalties or suspension or revocation of export privileges; [removed: |]
[removed: | • |] [added: -] trade sanctions imposed by the U.S. or other governments with jurisdictional authority over our business operations; [removed: |]
[removed: | • |] [added: -] the effects of applicable and potentially adverse foreign tax law changes; [removed: |]
[removed: | • |] [added: -] significant adverse changes in foreign currency exchange rates; [removed: |]
[removed: | • |] [added: -] lesser enforcement of intellectual property laws and protections internationally; [removed: |]
The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations, liquidity and financial condition will depend on future developments, which are highly uncertain and are difficult to predict.
Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the pandemic has significantly increased economic uncertainty and reduced economic activity, including consumer and business spending.
The pandemic has continued to result in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns.
Governments around the globe have taken steps to mitigate some of the more severe anticipated economic effects of the virus, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.
As U.S. and foreign governmental authorities imposed social distancing, shelter-in-place or total lock-down orders, spending declined, most notably in discretionary spending verticals, including travel, airlines and restaurants, resulting in a rapid deterioration in payments volume and transaction trends on a worldwide basis beginning in March 2020, which adversely impacted revenue in our payments businesses that earn transaction-based fees.
As such restrictions eased in the second and third quarters, spending increased, and the impact on our transaction-based fees rebounded in our Banking and Merchant segments, except for areas such as travel and hospitality, which remained largely restricted.
In the fourth quarter, some restrictions were re-imposed based upon a resurgence of the COVID-19 pandemic in many areas of the U.S. and Europe, which resulted in an adverse impact on payments volumes and transactions over those anticipated following the easing of restrictions in the prior two quarters.
In addition, we have experienced some slowdown in corporate decision-making on sales and implementation of our solutions, as well as on software licenses and professional services.
These changes in spending affected our business, results of operations and financial condition starting in the second quarter of 2020 through the end of the year and will likely continue to have such an impact, although the magnitude and duration of their ultimate effect is not possible to predict.
The distribution of vaccines against COVID-19 beginning in late December could curtail the impact of the pandemic in 2021, although the timing remains uncertain.
We may experience additional pandemic-related financial impacts due to a number of operational factors, including:
- increased risk of merchant and card issuer failures and credit settlement and chargeback risk;
- increased risk of meeting client service contractual obligations due to government lock-down or other orders where it is not possible to provide certain client-facing services from home or to promptly transfer them to other locations, causing potential loss of revenue or contractual penalties due to failure to meet service level requirements as well as potential legal disputes and associated costs regarding force majeure or other related contract defenses;
- increased cyber and payment fraud risk related to COVID-19, as cybercriminals attempt to profit from the disruption, given increased online banking, e-commerce and other online activity;
- challenges to the availability and reliability of our solutions and services due to changes to normal operations, including the possibility of one or more clusters of COVID-19 cases occurring at our data centers, contact centers or operations centers, affecting our employees or affecting the systems or employees of our clients or other third parties on which we depend;
- an increased volume of unanticipated client and regulatory requests for information and support, or additional regulatory requirements, which could require additional resources and costs to address, including, for example, government initiatives to reduce or eliminate payments costs or fees to merchants;
- continued incremental costs directly related to COVID-19, although their magnitude is uncertain; and
- the general impact of recession and instability of markets across the globe.
The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, developing social distancing plans for our employees and cancelling physical participation in meetings, events and conferences and replacing them, where possible, with virtual meetings, events and conferences).
There is no certainty that such measures will be sufficient to mitigate all of the risks posed by the virus or will otherwise be satisfactory to government authorities.
Further, the ability of our senior management and employees to get to work has been disrupted across multiple locations, whether in their
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own offices or at client sites, due, among other things, to government work and travel restrictions, including mandatory shutdowns.
Where appropriate and plausible under local conditions, we have moved the work from affected locations.
Most of our employees are currently working remotely, where they may not be as effective.
In addition, we have extended at times during 2020 higher-than-usual levels of credit to our merchant clients as part of funds settlement in connection with payments to their customers, for, among other things, refunds for cancelled trips and events.
If the speed of repayments to us by our merchant clients is substantially slower than expected over an extended period of time, or if our merchant clients cease operations such that we are unable to collect on the credit advanced by us for these payments or for any chargeback liability, it could have a material adverse effect on our liquidity, results of operations and financial condition.
The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
We may experience materially adverse impacts to our business as a result of the pandemic's global economic impact, including the availability of credit and our ability to comply with the covenants of our credit agreement, adverse impacts on our liquidity, the ability to meet our deleveraging targets, and any recession that has occurred or may occur in the future.
Such impacts may also have a material effect on one or more of the estimates and assumptions used to evaluate goodwill impairment and could result in future goodwill impairment.
Additionally, COVID-19 may have a material effect on our ability to pay our quarterly dividends at current levels or at all, although it has not yet.
There are no comparable recent events that provide guidance as to the effect the spread and duration of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change.
We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole.
However, the impacts of the pandemic could have a material adverse effect on our results of operations, liquidity or financial condition and heighten many of our known risks described in the remainder of this "*Risk Factors"* section*.*
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If these competitors gain a greater share of total electronic payments transactions, or if we are unable to successfully react to changes in
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Conversion of clients from licenses to BPaaS solutions, while resulting in longer-term contracts, may result in uneven short-term results as one-time license fees are replaced by recurring revenue.
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The new Biden administration in Washington has projected that it may expand the reach of this agency.
sufficient security standards and technology to protect against security breaches, the confidentiality of the information FIS secures could be compromised.
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.
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.
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 profitability.
A significant number of our clients and potential clients may hold sovereign debt of economically struggling nations or be subject to international banking regulatory requirements such as Basel III (and a set of further reforms known as Basel IV scheduled to be phased in commencing in January 2022), which may require changes in their capitalization and hence the amount of their working capital available to purchase our services.
These potential constraints could alter the ability of clients or potential clients to purchase our services and thus could have a significant impact on our future growth and profitability.
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 sales, or if a client chooses not to complete an installation after expending significant time and resources to do so, then our business, financial condition, and results of operations may be adversely affected.
The sales and associated deployment of many of our software or service offerings often involve significant capital commitments by our clients and/or FIS.
Potential clients generally commit significant resources to an evaluation of available software and services and require us to expend substantial time, effort, and money educating them prior to sales.
Further, as part of the sale or deployment of our software and services, clients may also require FIS to perform significant related services to complete a proof of concept or custom development to meet their needs.
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 complete the implementation.
If we are unsuccessful in closing sales or 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, then it could have an adverse effect on our business, financial condition, and results of operations.
In addition, there are a number of other factors that could cause our sales and results of operation to fluctuate from period to period, including the following:
| | |
| --- | --- |
| • | customers periodically renew or upgrade their installed base of our solutions, which trigger buying cycles for current or new versions of our solutions; |
| • | the budgeting cycles and purchasing practices of customers, particularly large customers; |
| • | changes in customer, distributor or reseller requirements or market needs; |
| • | deferral of orders from customers in anticipation of new solutions or offerings announced by us or our competitors or otherwise anticipated by the market; |
| • | our ability to successfully expand our business domestically and internationally; and |
| • | insolvency or credit difficulties confronting our customers, which could adversely affect their ability to purchase or pay for our solutions. |
Further, failure to renew client contracts on favorable terms could have an adverse effect on our business.
Our contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees.
Terms are generally renegotiated prior to the end of a contract's term.
If we are not successful in achieving a high rate of contract renewals on favorable terms, then our results of operations and financial condition could be adversely affected.
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.
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.
An excerpt. Shown here: 40 of 106 rewritten, 40 of 74 added and 40 of 153 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2020 filing and the FY2019 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
121 rewritten, 192 added, 168 removed, 104 unchanged
The following section discusses management's view of the financial condition and results of operations of FIS and its consolidated subsidiaries as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019,] and for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018, unless otherwise noted.]
See "Forward-Looking [removed: Statements"] [added: Information"] and [removed: "Risk Factors"] [added: "*Risk Factors*"] 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.
The majority of our revenue has historically been [removed: recurring,] [added: recurring] and has been provided under multi-year [removed: contracts in] Banking and Capital Markets [added: contracts] that contribute relative stability to our revenue stream.
Although Merchant has a lesser percentage of multi-year contracts, [removed: a substantial part] [added: substantially all] of its revenue is recurring.
A considerable portion of our [added: Merchant] recurring [removed: revenue] [added: revenue, and to a lesser extent a portion of our Banking and Capital Markets recurring revenue,] is derived from transaction processing fees that fluctuate with the [removed: level] [added: number or value] of [removed: accounts and card transactions,] [added: transactions processed,] among other variable measures, associated with consumer, commercial and capital markets activity.
Sales of software licenses are typically non-recurring with [added: point-in-time] recognition [removed: at a point in time] and are less predictable.
As a provider of outsourcing solutions, we benefit from multi-year recurring revenue streams, which help moderate the effects of broader year-to-year economic and market [removed: changes that otherwise might have a larger impact on our results of operations.]
Over the last [removed: four] [added: five] years, we have moved approximately [removed: 60%] [added: 73%] of our server [removed: compute] [added: compute, primarily in North America,] to our FIS cloud located in our strategic data [removed: centers] [added: centers,] and our goal is to increase that percentage to [removed: 73% by the end of 2020 and approximately] 80% by the end of 2021.
This allows us to further enhance security for our clients' data and increases the flexibility and speed with which we can provide [removed: services and] solutions [added: and services] to our clients, eventually at lesser cost.
Concurrently, we have continued to consolidate our data centers, closing seven [added: data centers in 2019 and an] additional [added: six] data centers in [removed: 2019.][added: 2020.]
Our consolidation has generated a savings for the Company as of year-end [removed: 2019 exceeding $170] [added: 2020 of approximately $240] million in [removed: run rate] [added: run-rate] annual expense reduction since the program's inception in mid-2016.
We plan to close and consolidate approximately [removed: 13] [added: seven] more data centers by the end of 2021, which should result in additional run rate annual expense reduction of approximately [removed: $80] [added: $10] million.
We continue to invest in modernization, innovation and integrated solutions and services [removed: in order] to meet the demands of the markets we serve and compete with global banks, financial and other technology providers, and emerging technology innovators.
The uniform customer experience extends to support a broad range of financial services including opening new accounts, servicing of existing accounts, [removed: providing] money movement services, and personal financial [removed: management, as well as other consumer, small]
[added: management, as well as other consumer, small] business and commercial banking capabilities.
When a financial institution processing client is involved in a consolidation, we may benefit by their expanding the use of our services if such services are chosen to survive the consolidation and [added: to] support the newly combined entity.
Conversely, we may lose revenue if we are providing services to both entities, or if a client of ours is involved in a consolidation and our services are not chosen to survive the consolidation and [added: to] support the newly combined entity.
It is also possible that larger financial institutions resulting from consolidation may have greater leverage in negotiating terms or could decide to perform [removed: inhouse] [added: in-house] some or all of the services that we currently provide or could provide.
[added: While we are a global company and do business around the world, the majority of our revenue is generated by clients in the U.S.] The majority of our international revenue is generated by clients in the U.K., Germany, [removed: Brazil, India, Canada] [added: Australia, Canada, Brazil] and [removed: Australia.][added: India.]
As a result of the Worldpay [removed: acquisition,] [added: acquisition completed on July 31, 2019,] FIS is now a global leader in the merchant solutions industry, with differentiated solutions throughout the payments market, including capabilities in global eCommerce, [removed: U.S.] integrated payments, and enterprise payments and data security solutions in business-to-business ("B2B") payments.
The Worldpay [removed: acquisition, which was completed on July 31, 2019, broadens] [added: acquisition broadened] our solution portfolio, enabling us to significantly expand our merchant acquiring solutions, including our capabilities in the growing eCommerce and integrated [removed: payments] [added: payment] 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 payment processing industry is adopting new technologies, developing new [removed: products] [added: solutions] and services, evolving new business models and being affected by new market entrants and [added: by] an evolving regulatory environment.
[removed: In order to] [added: 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.
[removed: FIS' ability to partner with non-financial institution enterprises, such as mobile payment providers,] [added: providers and] internet, retail and social media companies, could create attractive growth opportunities as these new entrants seek to [added: 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.]
[removed: This includes] [added: These investments include] both capital expenditures and operating expense [removed: on] [added: related to] hardware, software, personnel and consulting services.
[removed: For 2019, the] [added: The] Worldpay acquisition significantly increased our revenue as well as our amortization expense for acquired intangibles and our acquisition, integration and other costs.
Critical Accounting [removed: Policies][added: Policies and Estimates]
See Note 2 [removed: of the Notes] to [removed: Consolidated Financial Statements] [added: the consolidated financial statements] for a more detailed description of the significant accounting policies that have been followed in preparing our [removed: Consolidated Financial Statements.][added: consolidated financial statements.]
We must use judgment to determine [removed: the appropriate measure of progress for performance obligations satisfied over] [added: whether revenue is measured at a point in] time [removed: and the timing of] [added: or over time, to determine] when the customer obtains control for performance obligations satisfied at a point in [added: time and to determine the appropriate measure of progress for performance obligations satisfied over] time.
[removed: After the] [added: We capitalize software development costs when] technological feasibility of the software has been established (for software to be [removed: marketed),] [added: marketed)] or at the beginning of application development (for internal-use [removed: software), software development costs, which include primarily salaries and related payroll costs and costs of independent contractors incurred during development, are capitalized.][added: software).]
In determining useful [removed: lives, management considers] [added: lives for amortization, we consider] historical results and technological trends that may influence the estimate.
Useful lives for [removed: all] [added: capitalized] software [added: development costs typically] range from [removed: one] [added: three] to 10 years.
[removed: We also assess] [added: The Company assesses] the recorded value of [added: capitalized] software [added: development costs] 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 (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: software.][added: capitalized software development costs.]
For the years ended December 31, [removed: 2018] [added: 2020] and [removed: 2017,] [added: 2018,] respectively, we have not had more than minimal charges for impairments of software.
We [removed: are required to] allocate the purchase price of acquired businesses to the assets acquired and liabilities assumed in the transaction at their estimated fair values.
We [removed: generally] [added: typically] engage third-party valuation specialists to assist us in making fair value determinations.
Assumptions for customer relationship asset valuations [removed: generally] [added: typically] 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 [removed: generally] [added: typically] include forecasted revenue attributable to the software assets, obsolescence rates, estimated royalty rates and estimated weighted average cost of capital and discount rates.
See Note 3 to the [removed: Notes to Consolidated Financial Statements] [added: consolidated financial statements] for discussion of the [added: Virtus acquisition in 2020 and] Worldpay acquisition in 2019.
COVID-19 continued to impact our financial results in the fourth quarter of 2020.
In certain locations, where government lockdowns and shelter-in-place orders have been tightened, consumer spending impacting our Merchant payments volume, and related transaction revenue has been adversely impacted after partially recovering in the third quarter of 2020.
Certain discretionary spending verticals, including travel, airlines and restaurants, continue to be significantly impacted.
The Company's revenue continues to be impacted by reduced payment processing volumes within our Merchant segment and, to a lesser extent, transaction volume within our Banking segment.
We have seen some slowdown in customer decision-making on sales and implementation of our solutions, as well as on software licenses and professional services.
These delays, due largely to client caution, have adversely affected our business, results of operations and financial condition in the fourth quarter of 2020 and could continue, although the magnitude and duration of their ultimate effect is not possible to predict and has not been material to date.
We have continued to prioritize investments in solutions that help address the needs of our clients in order to increase the Company's potential to resume strong revenue growth following the pandemic.
In response to COVID-19, we are continuing to take several actions to manage discretionary expenses, including reducing office space, prohibiting most travel and reducing incentive compensation, as well as accelerating automation and functional alignment across the organization.
These actions reduced such expenses by approximately $300 million in 2020.
Of this amount, approximately $220 million relates to reduced incentive compensation for 2020, which we do not anticipate occurring with respect to 2021 incentive compensation.
Our extension of higher-than-usual levels of credit to our merchant clients as part of funds settlement in connection with payments to their customers, for, among other things, refunds for cancelled trips and events lessened as the year progressed, although increasing government lockdown orders in the fourth quarter could adversely impact credit extensions and chargebacks.
We are exposed to losses if our merchant customers are unable to repay the credit we have extended or to fund their liability for chargebacks due to closure, insolvency, bankruptcy or other reasons.
This increase in extended credit or potential liability for chargebacks did not have a material impact on our liquidity for the three- and twelve-month periods ended December 31, 2020, although certain of our merchant clients have ceased doing business, at least for a period of time, and we continue to monitor their impact on our liquidity, results of operations and financial condition.
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
changes that otherwise might have a larger impact on our results of operations.
However, delays in implementation of our solutions caused by the uncertainty of the COVID-19 pandemic may temporarily slow future revenue growth to an extent not yet determined.
We have invested in the development of new solutions by establishing the position of the Chief Growth Officer in 2020 and building staff within that office.
This office prioritizes development and investment in new solutions in collaboration with our segment leaders, including investment in fintech venture opportunities with innovative new solutions.
FIS continues to carefully monitor the effects of the ongoing COVID-19 pandemic as conditions continue to evolve.
Since the beginning of the pandemic, the Company has taken several actions to protect its employees while maintaining business continuity, including implementing its comprehensive Pandemic Plan.
The Pandemic Plan includes site-specific plans as well as travel restrictions, medical response protocols, work-from-home strategies and enhanced cleaning within our locations.
As a critical infrastructure provider for the global economy, FIS continues to operate around the world to serve our clients.
The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, developing social distancing plans for our employees and cancelling physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, clients and business partners.
Where government lockdowns have prohibited or slowed down certain functions at specific locations, FIS has outfitted employees to provide services from home or transferred work to other locations.
Nearly 95% of our employees remain in a work-from-home status and have been effectively outfitted to continue to provide all necessary services to our clients.
We continued this work-from-home status in most locations since the impact of the pandemic began in mid-March 2020 through the end of the year, as the safety of our employees is a top priority.
Additionally, for its employees, the Company has expanded sick leave for employees affected by COVID-19, expanded telemedicine internationally, provided special pay for certain employees involved in critical infrastructure who could not work from home, and expanded its FIS Cares program to benefit employees in need around the world.
The COVID-19 pandemic appears to be accelerating digitization of banking and payment services by requiring, in many cases, banks and bank customers to transact through digital channels.
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
However, due to the COVID-19 pandemic, our merchant processing revenue has been adversely impacted, particularly in the discretionary spending areas of travel, airlines, and restaurants, and we expect revenue will continue to be adversely impacted until the economic effects and government, company, and public travel restrictions due to the pandemic subside around the world.
As of the end of 2020, our achievement of revenue synergies remains on track to meet or exceed our current targets driven by successful cross-sell of our heritage Premium Payback solution into heritage Worldpay clients and by leveraging our heritage Worldpay sales and distribution teams, expanding on our existing relationships with financial institutions to establish merchant referral agreements and optimizing our network routing capabilities.
We have also exceeded our original target for expense synergies, as we have successfully integrated organizational structures, reduced corporate overhead and achieved cost savings within our operating environment, and expect to continue to achieve additional expense synergies during 2021.
The COVID-19 pandemic appears to be accelerating digitization of payment services by requiring, in many cases, businesses and consumers to transact through digital channels.
FIS' ability to partner with non-financial institution enterprises, such as mobile payment
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
Capitalized Software Development Costs
Capitalized software development costs require judgment in determining when costs should be capitalized, the appropriate period over which to amortize the capitalized costs, and whether there is impairment of unamortized capitalized costs.
While we use our best estimates and assumptions to determine the fair values of the assets acquired and the liabilities assumed, our estimates are inherently uncertain and subject to refinement.
As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed.
In certain of the international markets in which we do business, we continue to experience growth on a constant currency basis.
Demand for our solutions may also continue to be driven in developing countries by government-led financial inclusion policies aiming to reduce the unbanked population and by growth in the middle classes in these markets driving the need for more sophisticated banking solutions.
For the full year of 2020, we 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.
As we integrate Worldpay into our existing operations, we anticipate the potential to achieve incremental revenue opportunities and annual synergy run-rate savings.
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.
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.
Also, as described in Note 19 of the Notes to Consolidated Financial Statements, on December 31, 2018, FIS closed the transaction to unwind the Brazilian Venture with Banco Bradesco.
The results of the Brazilian Venture that were spun-off in the transaction were included within the Banking segment.
On July 31, 2017, we sold a majority interest in certain of our consulting businesses to affiliates of CD&R.
These businesses had lower margins than many of our other businesses.
The consulting businesses sold were included within the Capital Markets segment.
Also, on February 1, 2017, we sold our PS&E business, which had been included in our Corporate and Other segment.
The Worldpay acquisition and these divestitures affect the comparability of our results of operations for the 2019, 2018 and 2017 periods presented.
Additional information about our revenue recognition policies is included in Note 2 of the Notes to Consolidated Financial Statements.
Software
Software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs.
Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, which is generally three to five years.
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 one to 10 years (see also the *Purchase Accounting* section below).
As of December 31, 2019 and 2018, software, net, was $3.2 billion and $1.8 billion, respectively, and amortization of software was $616 million, $468 million, and $436 million for the years ended December 31, 2019, 2018, and 2017, respectively.
Balances related to acquired software represent a significant portion of these balances, particularly for the period after the acquisition of Worldpay, which resulted in acquired software of $1.3 billion.
The capitalization of software development costs is governed by FASB ASC Subtopic 985-20 if the software is to be sold, leased or otherwise marketed, or by FASB ASC Subtopic 350-40 if the software is for internal use.
Research and development costs incurred prior to the establishment of technological feasibility (for software to be marketed), or prior to application development (for internal-use software), are expensed as incurred.
Evaluating whether technological feasibility has been achieved requires the use of management judgment.
Software development costs are amortized on a product-by-product basis commencing on the date of general release of the solutions (for software to be marketed) or the date placed in service (for internal-use software).
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 revenue to total anticipated revenue over its useful life.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we are required to record provisional amounts in the financial statements for the items for which the accounting is incomplete.
Adjustments to provisional amounts initially recorded that are identified during the measurement
period are recognized in the reporting period in which the adjustment amounts are determined.
This includes any effect on earnings of changes in depreciation or amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.
During the measurement period, we are also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date.
The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable.
Additionally, we review our indefinite-lived intangible assets to determine if there is any change in circumstances that may indicate the asset's useful life is no longer indefinite.
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations.
Goodwill and other intangible assets with indefinite useful lives should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment.
FASB ASC Subtopic 350-20 allows an entity first to assess qualitatively whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value, referred to in the guidance as "step zero." If an entity concludes that it is more likely than not that a reporting unit's fair value is less than its carrying amount (that is, a likelihood of more than 50 percent), the "step one" quantitative assessment must be performed for that reporting unit.
Performance of a qualitative impairment assessment requires judgment.
If the fair value of a reporting unit exceeds the carrying value of the reporting unit's net assets, goodwill is not impaired and further testing is not required.
For each of 2019, 2018, and 2017, we began our annual impairment test with the step zero qualitative assessment.
An excerpt. Shown here: 40 of 121 rewritten, 40 of 192 added and 40 of 168 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 FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosure About Market Risks
25 rewritten, 13 added, 8 removed, 19 unchanged
Our fixed-rate senior notes (as [removed: described] [added: included] in Note 12 [removed: of the Notes] to [removed: Consolidated Financial Statements)] [added: the consolidated financial statements)] represent the majority of our fixed-rate long-term debt obligations as of December 31, [removed: 2019.][added: 2020.]
The carrying value, excluding the fair value of the interest rate [removed: swap] [added: swaps] described below and unamortized discounts, of [removed: these] [added: our] senior notes was [removed: $16.6] [added: $17.0] billion as of December 31, [removed: 2019.][added: 2020.]
The fair value of [removed: these] [added: our] senior notes was approximately [removed: $17.5] [added: $18.6] billion as of December 31, [removed: 2019.][added: 2020.]
The potential reduction in fair value of the [removed: 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 variable-rate risk principally relates to borrowings under our U.S. commercial paper program, Euro-commercial paper program, Revolving Credit Facility, Senior Euro Floating Rate Notes (as [removed: defined] [added: included] in Note 12 [removed: of the Notes] to [removed: Consolidated Financial Statements)] [added: the consolidated financial statements)] and [removed: an] interest rate [removed: swap] [added: swaps] on our fixed-rate long-term debt.
At December 31, [removed: 2019,] [added: 2020,] our weighted average cost of debt was [removed: 1.66%] [added: 1.7%] with a [removed: weighted average] [added: weighted-average] maturity of [removed: 6.2] [added: 5.4] years; [removed: 78%] [added: 74%] of our debt was fixed-rate and the remaining [removed: 22%] [added: 26%] of our debt was variable-rate.
A 100 [removed: basis point] [added: basis-point] increase in the weighted average interest rate on our variable-rate debt would have increased our [removed: 2019] [added: 2020 annual] interest expense by [removed: $45] [added: $51] million.
We performed the foregoing sensitivity analysis based solely on the principal amount of our variable-rate debt as of December 31, [removed: 2019.][added: 2020.]
For comparison purposes, based on principal amounts of variable-rate debt outstanding as of December 31, [removed: 2018,] [added: 2019,] and calculated in the same manner as set forth above, an increase of 100 basis points in the weighted average interest rate would have increased our annual interest expense by approximately [removed: $10] [added: $45] million.
As of December 31, [removed: 2019,] [added: 2020,] the following interest rate [removed: swap] [added: swaps] converting the interest rate exposure on our Senior Euro Notes due July 2024 [added: and our Senior USD Notes due May 2029] from fixed to variable [removed: is] [added: are] outstanding (in millions):
| | | | | | | | | [added: | | | | | | | | | |] Bank pays | | | [added: | | |] FIS pays | | [added: | | | |]
| Effective Date | | [added: | | | |] Maturity Date | | [added: | | | |] Notional | | | | [added: | |] fixed rate of | | | [added: | | |] variable rate of | | [added: | | | |]
| December 21, 2018 | | [added: | | | |] July 15, 2024 | | [added: | | | |] € | 500 | | | [added: | |] 1.100 | [added: |] % | | [added: | |] 3-month Euribor + 0.878% | [added: | |] (1) | [added: | |]
We designated the interest rate [removed: swap] [added: swaps] as [removed: a] fair value [removed: hedge] [added: hedges] for accounting purposes as described in Note 13 [removed: of the Notes] to [removed: Consolidated Financial Statements.][added: the consolidated financial statements.]
A 100 [removed: basis point] [added: basis-point] increase in the 3-month Euribor rate [added: and 3-month LIBOR rate] would increase our annual interest expense on [removed: this swap] [added: these swaps] by approximately $6 [removed: million.][added: million and $10 million, respectively.]
During the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we generated approximately [added: $2,432 million, $1,852 million and $1,542 million, respectively, in revenue denominated in currencies other than the U.S. Dollar.]
A 10% [removed: move] [added: movement] 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: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] (in millions):
| Currency | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: 2017] | | [added: 2019] | [added: | | | | | 2018 | | |]
| Pound Sterling | | [added: | | | |] $ | [removed: 87] [added: 141] | | | [added: | |] $ | [removed: 34] [added: 87] | | | [added: | |] $ | [removed: 41] [added: 34] | |
| Euro | | [removed: 31] | | | | [removed: 30] [added: 35] | | | | [removed: 33] | | [added: 31] | [added: | | | | | 30 | | |]
| Real | | [removed: 16] | | | | [removed: 38] [added: 12] | | | | [removed: 39] | | [added: 16] | [added: | | | | | 38 | | |]
| Rupee | | [removed: 11] | | | | [removed: 13] [added: 10] | | | | [removed: 14] | | [added: 11] | [added: | | | | | 13 | | |]
| Total increase or decrease | | [added: | | | |] $ | [removed: 145] [added: 198] | | | [added: | |] $ | [removed: 115] [added: 145] | | | [added: | |] $ | [removed: 127] [added: 115] | |
We [added: do] periodically enter into foreign currency forward contracts to hedge foreign currency exposure to intercompany loans and other balance sheet items.
The Company also utilizes foreign [removed: currency denominated] [added: 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 13 [removed: of the Notes] to [removed: Consolidated Financial Statements).][added: the consolidated financial statements).]
Such risks may be exacerbated by the effects of the COVID-19 pandemic.
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
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| December 23, 2020 | | | | | | May 21, 2029 | | | | | | $ | 1,000 | | | | | 3.750 | | % | | | | 3-month LIBOR + 2.971% | | | (2) | | |
(1) 0.370% in effect as of December 31, 2020
(2) 3.161% in effect as of December 31, 2020
By entering into the aforementioned swap agreements, we have assumed risks associated with variable interest rates based upon LIBOR.
Changes in the overall level of interest rates affect the interest expense that we recognize.
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[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
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(1) 0.460% in effect as of December 31, 2019
$1,852 million, $1,542 million and $1,821 million, respectively, in revenue denominated in currencies other than the U.S. Dollar.
Revenue included $70 million and $40 million of unfavorable foreign currency impact during 2019 and 2018, respectively, resulting from changes in the U.S. Dollar.
Net earnings attributable to FIS common stockholders included $2 million and $12 million of unfavorable foreign currency impact during 2019 and 2018, respectively, resulting from changes in the U.S. Dollar.
For the full year of 2020, we 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.
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.
Item 1. Business
72 rewritten, 149 added, 42 removed, 97 unchanged
Our [removed: over 55,000] employees are dedicated to advancing the way the world pays, banks and invests by applying our scale, deep [removed: domain] expertise and data-driven insights.
We help our clients use technology in innovative ways to solve business-critical challenges and [removed: improve the experience] [added: deliver superior experiences] for their customers.
Headquartered in Jacksonville, Florida, FIS is a Fortune 500® company and is a member of [removed: the] Standard & Poor's 500® Index.
We have grown organically as well as through acquisitions, which have contributed critical [removed: applications] [added: solutions] and services that complement or enhance our existing offerings, diversifying our revenue by [removed: customer,] [added: client,] geography and service [removed: offering.][added: offering, and opening new and profitable adjacent markets that align with our core solution strengths.]
We also develop new solutions [removed: which] [added: that] enhance our client offerings.
[removed: We evaluate] [added: FIS evaluates] possible acquisitions that might contribute to our growth or performance on an ongoing basis.
[removed: Through its] [added: Following our] acquisition of Worldpay, [added: Inc. ("Worldpay"), on July 31, 2019,] FIS is now a global leader in financial [removed: technology,] [added: technology] solutions and services for [removed: merchants as well as] [added: merchants,] banks and capital markets.
See Note 3 [removed: of the Notes] to [removed: Consolidated Financial Statements] [added: the consolidated financial statements] for additional [removed: discussion.][added: discussion of the Worldpay acquisition.]
[removed: For information about our revenue see] [added: See also] Notes 2, 4 and 22 [removed: of the Notes] to [removed: Consolidated Financial Statements.][added: the consolidated financial statements for additional information about our revenue.]
[removed: | • | *Brand*] - [added: *Brand.*] FIS has built a global [added: highly-respected] brand known for innovation and thought leadership in the financial services [removed: sector. |][added: and merchant sectors.]
[removed: | • | *Global Distribution and Scale -* Our worldwide presence, array of solution offerings, customer breadth, established infrastructure and employee depth enable us to leverage our client relationships and global scale to drive revenue growth] [added: *•Global* *Distribution] and [removed: operating efficiency.] [added: Scale.*] We are a global leader in many of the markets we serve, supported by a large, knowledgeable talent pool of employees around the world. [removed: |]
Our mission is to deliver superior solutions and services to our clients and to expand our client [removed: base, which will result in] [added: base to generate] sustained revenue and earnings growth for our shareholders.
Our strategy to achieve this goal [removed: has been and continues to be] [added: is] built on the following pillars:
[removed: | • |] [added: -] *Build, Buy, or Partner to Add Solutions to [removed: Cross-Sell Existing Clients and] Win New [removed: Clients* -] [added: Clients and Cross-sell to Existing Clients.*] We continue to invest in [added: organic] growth through internal software development as well as through acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to [removed: cross-sell] [added: cross sell] existing clients and capture the interest of new clients. [removed: 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. Through our acquisition of Worldpay, we are a global leader in merchant acquiring and global eCommerce solutions. |]
[removed: | • |] [added: -] *Support Our Clients Through [removed: Innovation* \-] [added: Innovation.*] Changing market dynamics, particularly in the areas of [added: digital delivery,] information security, [removed: regulation] and [removed: innovation,] [added: regulation,] are transforming the way our clients operate, which is driving incremental demand for our integrated solutions and services [added: built] around our intellectual property. [removed: 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: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]
[removed: | Corporate] [added: Corporate] and [removed: Other | — | | | | 44 | | | | 106 | | |][added: Other]
| Total Consolidated Revenue | [added: | |] $ | [removed: 10,333] [added: 12,552] | | | [added: | |] $ | [removed: 8,423] [added: 10,333] | | | [added: | |] $ | [removed: 8,668] [added: 8,423] | |
The Merchant segment is focused on serving merchants of all sizes globally, enabling them to accept electronic payments, including [removed: credit, debit] [added: card-based payments, contactless card] and [removed: prepaid payments] [added: mobile wallet,] originated at a physical point of [removed: sale] [added: sale,] as well as [removed: in] card-not-present [removed: environments such as] [added: payments in] eCommerce and [removed: mobile.][added: mobile environments.]
Merchant services include all aspects of payment processing, including authorization and settlement, customer service, chargeback and retrieval processing, [removed: reporting for] electronic payment [removed: transactions] [added: transaction reporting] and network fee and interchange management.
Our Merchant clients are highly-diversified, including [removed: 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 [removed: enterprises] [added: enterprises, national retailers,] and small- to medium-sized businesses.
[removed: | • |] [added: -] *Merchant [removed: Acquiring Solutions.*] [added: Acquiring.*] Our merchant acquiring solutions primarily provide [removed: traditional] point-of-sale payment processing for merchants of all sizes with a focus on large multi-national enterprises. [removed: 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. |]
[removed: | *•* | *Integrated Payment Solutions.*] [added: *•Integrated Payments.*] 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. [removed: 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. |]
[removed: | *•* | *Global eCommerce Solutions.*] [added: *•Global eCommerce.*] Our global eCommerce solutions provide card-not-present merchant acquiring capabilities to merchants [removed: of all sizes] looking to sell their goods and services digitally. [removed: 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. |]
Clients in this segment include global financial institutions, U.S. regional and community banks, credit unions and commercial lenders, as well as government [removed: institutions,] [added: institutions] and other commercial organizations.
Banking serves clients in more than [removed: 130] [added: 100] countries.
The results in this segment included the Reliance Trust Company of Delaware business through its divestiture on December 31, [removed: 2018;] [added: 2018 and] the Company's Brazilian Venture business through its divestiture as part of the joint venture unwinding transaction on December 31, [removed: 2018; and the Capco risk and compliance consulting business through its divestiture on July 31, 2017] [added: 2018] (see Note 19 [removed: of the Notes] to [removed: Consolidated Financial Statements).][added: the consolidated financial statements).]
[removed: | • |] [added: -] *Core Processing and Ancillary [removed: Applications Solutions.*] [added: Applications.*] Our core processing software applications are designed to run banking processes for our financial institution clients, including deposit and lending systems, customer management, and other central management systems, serving as the system [removed: 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 long term. We also offer a number of services] that [removed: are ancillary] [added: clients use] to [added: maintain] the primary [removed: applications listed above, including branch automation, back-office support systems and compliance support. |][added: records of their customer accounts.]
[removed: | • | *Electronic Funds Transfer and Network 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 NYCE, other branded networks, and emerging real-time payment alternatives. Our networks connect millions of cards and point-of-sale locations nationwide, providing consumers with secure, real-time access to their money.] Also through 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: |]
[added: The majority of our programs are full] service, including most of the operations and support necessary for an issuer to operate a credit card program.
We are also a leading provider of prepaid card services, which include [added: digital cards,] gift cards and reloadable cards, with end-to-end solutions for development, processing and administration of stored-value [added: programs, including government benefit] programs.
[removed: | • |] [added: -] *Wealth and [removed: Retirement Solutions.*] [added: Retirement.*] 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. [removed: 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. |]
Clients in this segment operate in more than 100 countries and include asset managers, [removed: buy-and] [added: buy- and] sell-side [removed: securities,] [added: 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 [removed: record keeping,] [added: recordkeeping,] data and analytics, trading, financing and risk management.
Capital Markets clients purchase our solutions and services in various ways including licensing and managing technology "in-house," using consulting and third-party service providers, as well as [added: procuring] fully [removed: outsourcing] [added: outsourced] end-to-end solutions.
[removed: We have] [added: Our] long-established relationships with many of these financial and commercial institutions [removed: that] generate significant recurring revenue.
[removed: | • |] [added: -] *Securities Processing and [removed: Finance Solutions.*] [added: Finance.*] 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. [removed: The breadth of our offerings also facilitates advanced business intelligence and market data distribution based on our extensive market data access. |]
[removed: | • | *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. [removed: Our trade execution and network solutions help both buy- and sell-side firms improve execution quality, decrease overall execution costs and address today's trade connectivity challenges. |]
[removed: | • | *Asset Management and Insurance Solutions*.] We offer solutions that help institutional investors, insurance companies, hedge funds, private equity firms, fund administrators and securities transfer agents improve both investment decision-making and operational efficiency, while managing risk and increasing transparency. [removed: Our asset management solutions support every stage of the investment process, from research and portfolio management, to valuation, risk management, compliance, investment accounting, transfer agency and client reporting. Our insurance solutions help support front-office and back-office functions including actuarial risk calculations, policy administration and financial |]
[added: Our insurance solutions help support front-office] and [added: back-office functions including actuarial risk calculations, policy administration and financial and] investment accounting and reporting for a variety of insurance lines, including life and health, annuities and pensions, property and casualty, [removed: reinsurance,] and [removed: asset management.][added: reinsurance.]
FIS reports its financial performance based on the following segments: Merchant Solutions ("Merchant"), Banking Solutions ("Banking"), Capital Market Solutions ("Capital Markets") and Corporate and Other.
See "Segment Information" below for additional discussion of our solutions and customers.
- *Extensive Domain Expertise and Extended Portfolio Breadth.* FIS' significant expertise in the markets and domains we serve has enabled us to bring to market a broad range of innovative software applications and service offerings.
This broad portfolio of solutions includes a wide range of flexible service arrangements, from managed processing arrangements, either at the client site or hosted at an FIS location, including data centers or our private cloud, to traditional license and maintenance approaches.
This broad solution set allows us to bundle tailored or integrated services to compete effectively.
- *Excellent and Long-term Relationships with Clients.* A significant percentage of FIS' business with our clients relates to applications and services provided under multi-year, recurring contracts.
The nature of these relationships allows us to develop close partnerships with these clients, resulting in high client retention rates.
As the breadth of FIS' service offerings has expanded, we have found that our deep and broad access within our clients' organizations presents greater opportunities for cross-selling and up-selling solutions to our clients.
*•Modern and Cloud-based Technologies.* FIS leverages the modern architectures 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 client needs.
We have made significant investment in modernizing our platforms and solutions and in moving our server compute into our private cloud located in our strategic data centers, supplemented by public clouds in certain regions, to increase speed of delivery to clients and increase solution availability to industry-best levels.
Our worldwide presence and global scale enable us to
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
leverage our array of solution offerings, client relationships, and modern infrastructure to drive revenue growth and operating efficiency.
We also partner from time to time with other entities to provide comprehensive offerings to our clients and prospects.
By investing in solution innovation, we continue to expand our value proposition to our clients and prospects.
As clients and prospects evaluate technology, business process changes and vendor risks, our depth of services capabilities enable us to become involved earlier in their planning and design process and assist them as they manage through these changes.
- *Drive Efficiency and Scalability.* We strive to improve the efficiency of our operations through investments in new technologies, processes and infrastructure modernization.
We also leverage a one-to-many operating model for the majority of our solutions, which drives high incremental margins on revenue growth, while also providing cost-effective solutions for our clients.
- *Expand Client Relationships.* Through our global sales force and strategic commercial partnerships, we drive growth through client additions and through the expansion of existing client relationships in support of our clients' growth ambitions.
Our clients across our strategic global markets reach across the size spectrum from large enterprises and financial institutions, including global or multi-national clients, to small businesses and community or regional financial institutions.
- *Allocate Our Capital and Resources Strategically.* As we make decisions with respect to building, buying or partnering to drive innovation in support of our clients, we prioritize the allocation of capital and other resources to the opportunities providing the highest client benefit and growth potential.
We also continually review our portfolio of assets and businesses to assess their fit with our strategy and will from time to time decide to wind down or divest businesses or assets to redeploy capital to our areas of strategic focus.
We believe that keeping our team and our capital strategically focused benefits our existing clients and our ability to win new clients.
Segment Information
As a result of the Company's acquisition of Worldpay, the Company reorganized its reportable segments in the quarter ended September 30, 2019, into Merchant, Banking, Capital Markets, and Corporate and Other.
Reportable segments are organized based on solution offerings and target markets.
The Company regularly assesses its portfolio of assets and reclassified certain non-strategic businesses from Merchant, Banking, and Capital Markets into Corporate and Other during the year ended December 31, 2020, and recast all prior-period segment information presented.
These operations represented approximately 3% of 2020 revenue.
Our consolidated results generally do not reflect pronounced seasonality.
However, revenues for each segment may reflect stronger or weaker quarters given the nature of our solutions offered.
The Merchant business, in particular, is historically subject to seasonal fluctuations in revenue as a result of consumer spending patterns, with Merchant revenue being strongest in the fourth quarter and weakest in the first quarter.
The novel coronavirus ("COVID-19") pandemic adversely impacted revenue particularly in Merchant from mid-March through the end of 2020 and has had some impact on seasonality seen in past years.
For information about current trends in market demand, see "Item 7.
*Management's Discussion and Analysis of Financial Condition and Results of Operations -* Business Trends and Conditions*.*"
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Merchant Solutions | | | $ | 3,767 | | | | | $ | 1,942 | | | | | $ | 208 | |
| Banking Solutions | | | 5,944 | | | | | | 5,592 | | | | | | 5,416 | | |
| Capital Market Solutions | | | 2,440 | | | | | | 2,318 | | | | | | 2,258 | | |
Our solutions include merchant acquiring solutions; integrated payment solutions; global eCommerce solutions; core processing and ancillary applications solutions; digital solutions, including internet, mobile and eBanking; fraud, risk management and compliance solutions; electronic funds transfer and network services solutions; card and retail payment solutions; wealth and retirement solutions; item processing and output services solutions; securities processing and finance solutions; global trading solutions; asset management and insurance solutions; and corporate liquidity solutions.
We sell these solutions to financial institutions, as well as merchants, companies and governmental entities.
We sell certain of these solutions to domestic financial institutions and companies as well as to global financial institutions and companies domiciled both within and outside of North America, where our solutions are able to be deployed across multiple regions.
Our strategic acquisitions have enabled us to broaden our available solution sets, scale our operations, expand and diversify our customer base and strengthen our competitive position.
On July 31, 2019, FIS completed the acquisition of Worldpay.
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.
Financial Information About Operating Segments and Geographic Areas
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.
| | |
| --- | --- |
| • | *Extensive Domain Expertise and Extended Portfolio Depth* - FIS has a significant number and wide range of high-quality software applications and service offerings that have been developed over many years with substantial input from our customers. Our broad portfolio of solutions includes a wide range of flexible service arrangements for the deployment and support of our software, from managed processing arrangements, either at the customer's site or at an FIS location, 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 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 in moving our server compute into our private cloud located in our strategic data centers to increase our competitiveness in the global marketplace. |
| • | *Excellent and Long-Term Relationships with Customers* - A significant percentage of FIS' business with our customers relates to applications and services provided under multi-year, recurring contracts. The nature of these relationships allows us to develop close partnerships with these customers, resulting in high client retention rates. As the breadth of FIS' service offerings has expanded, we have found that our access to key customer personnel is increasing, presenting greater opportunities for cross-selling and providing integrated, total solutions to our customers. |
| • | *Continually Improve to Drive Margin Expansion* - We strive to optimize our performance through investments in infrastructure enhancements, our workforce and other measures that are designed to drive margin expansion. |
| • | *Expand Client 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. |
| • | *Build Global Diversification* - We continue to deploy resources in strategic global markets where we expect to achieve meaningful scale. |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Merchant Solutions | $ | 2,013 | | | $ | 276 | | | $ | 261 | |
| Banking Solutions | 5,873 | | | | 5,712 | | | | 5,552 | | |
| Capital Market Solutions | 2,447 | | | | 2,391 | | | | 2,749 | | |
The Banking segment is focused on serving all sizes of financial institutions for core processing and ancillary applications solutions; digital solutions; fraud, risk management and compliance solutions; electronic funds transfer and network services solutions; payment solutions; wealth and retirement solutions; item processing and output services solutions; and services capitalizing on the continuing trend to outsource these solutions.
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.
| • | *Digital Solutions, including Internet, Mobile and eBanking.* Our comprehensive suite of retail delivery applications enables financial institutions to integrate and streamline customer-facing operations and back-office processes, thereby improving customer interaction across all channels (e.g., branch offices, internet, ATM, mobile, 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 have been providing our large regional banking customers in the U.S. with Digital One, an integrated digital banking platform, and are now adding functionality and offering Digital One to our community bank clients to provide a consistent, omnichannel experience for consumers of banking services across self-service channels like mobile banking and online banking, as well as supporting channels for bank staff operating in bank branches and contact centers. The uniform customer experience will extend to support a broad range of financial services including opening new accounts; servicing of existing accounts; providing money movement services; and personal financial management; as well as a broad range of other consumer, small business and commercial banking capabilities. Digital One is integrated into several of the core banking platforms offered by FIS and is also offered to customers of non-FIS core banking systems. |
| • | *Fraud, Risk Management and Compliance Solutions.* Our decision solutions offer a spectrum of options that cover the account lifecycle from helping to identify qualified account applicants to managing existing customer accounts and fraud. Our applications include know-your-customer, new account decisioning and opening, account and transaction management, fraud management and collections. Our risk management services use our proprietary risk management models and data sources to assist in detecting fraud and assessing the risk of opening a new account. Our systems use a combination of advanced authentication procedures, predictive analytics, artificial intelligence modeling and proprietary and shared databases to assess and detect fraud risk for deposit transactions for financial institutions. |
| • | *Card and Retail Payment Solutions.* Our card and retail payment technology and services 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 revenue for financial institutions and merchants. The majority of our programs are full |
| *•* | *Item Processing and Output 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 Corporate and Other segment also includes the impact on revenue for 2018 and 2017 of adjusting deferred revenue to fair value from the acquisition of SunGard and its subsidiaries on November 30, 2015 (the "SunGard acquisition").
The non-strategic business solutions in this segment have been divested as follows:
| • | *Retail Check Processing.* Effective August 31, 2018, FIS sold substantially all the assets of the Certegy Check Services business unit in North America (see Note 6 of the Notes to Consolidated Financial Statements). |
| • | *Public Sector and Education.* We completed the sale of our Public Sector and Education business on February 1, 2017 (see Note 19 of the Notes to Consolidated Financial Statements). |
We continue to realign our sales teams to better match our solution expertise with the market opportunity and customer demand.
In either case, the failure of our services to comply with applicable laws and
| • | *Oversight by Banking Regulators.* As a provider of electronic data processing and back-office services to financial institutions, FIS is subject to regulatory oversight and examination by the FFIEC, including the Federal Deposit Insurance Corporation ("FDIC"), the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("FRB"), the National Credit Union Administration ("NCUA") and the CFPB as part of the Multi-Regional Data Processing Servicer ("MDPS") program. The MDPS program includes technology suppliers that provide mission critical applications for a large number of financial institutions that are regulated by multiple regulatory agencies. Periodic information technology examination assessments are performed using FFIEC Interagency guidelines to identify potential risks that could adversely affect serviced financial institutions, determine compliance with applicable laws and regulations that affect the services provided to financial institutions and ensure the services we provide to financial institutions do not create systemic risk to the banking system or impact the safe and sound operation of the financial institutions we process. In addition, independent auditors annually review several of our operations to provide reports on internal controls for our clients. We are also subject to review and examination by state and international regulatory authorities under state and foreign laws and rules that regulate many of the same activities that are described above, including electronic data processing, payments and back-office services for financial institutions and the use of consumer information. |
| • | *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. |
The FSMA and rules promulgated thereunder govern all aspects of the
| • | *Consumer Reporting and Protection.* Our decision solutions subsidiary, ChexSystems, maintains a database of consumer information used to provide various account opening services including credit scoring analysis and is subject to the Federal Fair Credit Reporting Act ("FCRA") and similar state laws. The FCRA regulates consumer reporting agencies ("CRAs"), including ChexSystems, and governs the accuracy, fairness, and privacy of information in the files of CRAs that engage in the practice of assembling or evaluating certain information relating to consumers for certain specified purposes. CRAs are required to follow reasonable procedures to assure maximum possible accuracy of information concerning the individual about whom the report relates and if a consumer disputes the accuracy of any information in the consumer’s file, to conduct a reasonable investigation within statutory timelines. The FCRA imposes many other requirements on CRAs and users of consumer report information. Regulatory enforcement of the FCRA is under the purview of the United States Federal Trade Commission, the CFPB, and state attorneys general, acting alone or in concert with one another. In furtherance of our objectives of data accuracy, fair treatment of consumers, protection of consumers' personal information, and compliance with these laws, we have made considerable investment to maintain a high level of security for our computer systems in which consumer data resides, and we maintain consumer relations call centers to facilitate accurate and timely handling of consumer requests for information and handling disputes. We also are focused on ensuring our operating environments safeguard and protect consumer's personal information in compliance with these laws. |
Enactment of new laws and regulations may increasingly affect the
An excerpt. Shown here: 40 of 72 rewritten, 40 of 149 added and 40 of 42 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings
1 rewritten, 6 added, 8 removed, 3 unchanged
[removed: | • |] [added: -] These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities. [removed: |]
- The Company reviews all of its litigation on an 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.
See Note 16 to the consolidated financial statements for information about certain legal matters and indemnifications and warranties.
| | |
| --- | --- |
| • | The Company reviews all of its litigation on an 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. |
Indemnifications and Warranties
The Company generally indemnifies its clients, subject to certain limitations and exceptions, against damages and costs resulting from claims of patent, copyright, or trademark infringement associated solely with its customers' use of the Company's software applications or services.
Historically, the Company has not made any material payments under such indemnifications but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses when they are estimable.
In addition, the Company warrants to customers that its software operates substantially in accordance with the software specifications.
Historically, no material costs have been incurred related to software warranties, and no accruals for warranty costs have been made.
Cover and table of contents
58 rewritten, 21 added, 12 removed, 32 unchanged
[removed: Form 10-K][added: Form 10-K]
| ☒ | | [added: | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
| For the transition period from | | [added: | | | |] to | | [added: | | | |]
Commission File [removed: No. 001-16427][added: No. 001-16427]
[removed: Georgia 37-1490331][added: Georgia 37-1490331]
[removed: Jacksonville, Florida 32204][added: Jacksonville, Florida 32204]
[removed: (904) 438-6000][added: (904) 438-6000]
| Securities registered pursuant to Section 12(b) of the Act: | | | | | [added: | | | | | | | | | |]
| | | [added: | | | |] Trading | | [added: | | | |] Name of each exchange | [added: | |]
| Title of each class | | [added: | | | |] Symbol(s) | | [added: | | | |] on which registered | [added: | |]
| Common Stock, par value $0.01 per share | | [added: | | | |] FIS | | [added: | | | |] New York Stock Exchange | [added: | |]
| [removed: 0.400%] [added: 0.125%] Senior Notes due 2021 | | [removed: FIS21A] | | [added: | | FIS21C | | | | | |] New York Stock Exchange | [added: | |]
| Floating Rate Senior Notes due 2021 | | [added: | | | |] FIS21B | | [added: | | | |] New York Stock Exchange | [added: | |]
| 0.125% Senior Notes due [removed: 2021] [added: 2022] | | [removed: FIS21C] | | [added: | | FIS22C | | | | | |] New York Stock Exchange | [added: | |]
| 1.700% Senior Notes due 2022 | | [added: | | | |] FIS22B | | [added: | | | |] New York Stock Exchange | [added: | |]
| [removed: 0.125%] [added: 0.750%] Senior Notes due [removed: 2022] [added: 2023] | | [removed: FIS22C] | | [added: | | FIS23A | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 0.750%] [added: 1.100%] Senior Notes due [removed: 2023] [added: 2024] | | [removed: FIS23A] | | [added: | | FIS24A | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 1.100%] [added: 2.602%] Senior Notes due [removed: 2024] [added: 2025] | | [removed: FIS24A] | | [added: | | FIS25A | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 2.602%] [added: 0.625%] Senior Notes due 2025 | | [removed: FIS25A] | | [added: | | FIS25B | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 0.625%] [added: 1.500%] Senior Notes due [removed: 2025] [added: 2027] | | [removed: FIS25B] | | [added: | | FIS27 | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 1.500%] [added: 1.000%] Senior Notes due [removed: 2027] [added: 2028] | | [removed: FIS27] | | [added: | | FIS28 | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 1.000%] [added: 2.250%] Senior Notes due [removed: 2028] [added: 2029] | | [removed: FIS28] | | [added: | | FIS29 | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 2.250%] [added: 2.000%] Senior Notes due [removed: 2029] [added: 2030] | | [removed: FIS29] | | [added: | | FIS30 | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 2.000%] [added: 3.360%] Senior Notes due [removed: 2030] [added: 2031] | | [removed: FIS30] | | [added: | | FIS31 | | | | | |] New York Stock Exchange | [added: | |]
| [removed: 3.360%] [added: 2.950%] Senior Notes due [removed: 2031] [added: 2039] | | [removed: FIS31] | | [added: | | FIS39 | | | | | |] New York Stock Exchange | [added: | |]
| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer ☐ (Do not check if a smaller reporting company) | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | | [added: | | | |]
As of June 30, [removed: 2019,] [added: 2020,] the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by nonaffiliates was [removed: $39,616,487,459] [added: $82,928,591,927] based on the closing sale price of [removed: $122.68] [added: $134.09] on that date as reported by the New York Stock Exchange.
The number of shares outstanding of the registrant's common stock, $0.01 par value per share, was [removed: 616,321,624] [added: 621,128,642] as of February [removed: 19, 2020.][added: 17, 2021.]
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: 2019,] [added: 2020,] to be filed within 120 days after the close of the fiscal year that is the subject of this Report.
[removed: 2019] [added: 2020] FORM 10-K ANNUAL REPORT
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| [removed: [PART I](#s3F9D1C6B253E58C397EFAE631B173C11)] [added: PART I] | | | [added: | | | | | |]
| [removed: [Item 1.](#sE4C444D32600591EA42AC963C6F77E8E)] [added: Item 1.] | [removed: [Business](#sE4C444D32600591EA42AC963C6F77E8E)] | [removed: [2](#s94103CD35BA154EC8420B4D11558D40E)] | [added: Business | | | [2](#i9f5d3cda2b664eef9de9636fb0755822_13) | | |]
| [removed: [Item 1A.](#s284BE1213CA05A1EA62775D1B0646F54)] [added: Item 1A.] | [removed: [Risk Factors](#s284BE1213CA05A1EA62775D1B0646F54)] | [removed: [12](#s1AF86AE97C425BC2A59D1043D4D7507D)] | [added: Risk Factors | | | [13](#i9f5d3cda2b664eef9de9636fb0755822_16) | | |]
| [removed: [Item 1B.](#s002BACBF0D4E5D8999AD0F2B49286011)] [added: Item 1B.] | [removed: [Unresolved] [added: | | Unresolved] Staff [removed: Comments](#s002BACBF0D4E5D8999AD0F2B49286011)] [added: Comments] | [removed: [32](#s41D8696264045D78B1EC3D88FBBBD3C7)] | [added: | [28](#i9f5d3cda2b664eef9de9636fb0755822_19) | | |]
| [removed: [Item 2.](#sE5B2FD9C3CC45A189B5D0B60D53E09CF)] [added: Item 2.] | [removed: [Properties](#sE5B2FD9C3CC45A189B5D0B60D53E09CF)] | [removed: [32](#sF8C9B84F9546534CA8487ED02760A2FE)] | [added: Properties | | | [29](#i9f5d3cda2b664eef9de9636fb0755822_22) | | |]
| [removed: [Item 3.](#s4883F1A7A6CB5C89A00AC0584D97589D)] [added: Item 3.] | [removed: [Legal Proceedings](#s4883F1A7A6CB5C89A00AC0584D97589D)] | [removed: [32](#sE76CF2744C32517EAF63B09847E1C072)] | [added: Legal Proceedings | | | [29](#i9f5d3cda2b664eef9de9636fb0755822_25) | | |]
| [Item [removed: 4.](#sFABE7C5DCB0359E0A1D872D8E64CD7EF)] [added: 4.](#i9f5d3cda2b664eef9de9636fb0755822_28)] | [added: | |] [Mine Safety [removed: Disclosures](#sFABE7C5DCB0359E0A1D872D8E64CD7EF)] [added: Disclosures](#i9f5d3cda2b664eef9de9636fb0755822_28)] | [removed: [32](#sFABE7C5DCB0359E0A1D872D8E64CD7EF)] | [added: | [29](#i9f5d3cda2b664eef9de9636fb0755822_28) | | |]
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| Signatures | | | | | | [106](#i9f5d3cda2b664eef9de9636fb0755822_241) | | |
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
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| 2.950% Senior Notes due 2039 | | FIS39 | | New York Stock Exchange |
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| [Signatures](#s0420B410E5F75C8AB767CFC634194627) | | [112](#sFE4F21D364E3579798D7998A8B644F56) |
An excerpt. Shown here: 40 of 58 rewritten, all 21 added and all 12 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 1B. Unresolved Staff Comments
0 rewritten, 1 added, 2 removed, 1 unchanged
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
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Item 2. Properties
1 rewritten, 0 added, 2 removed, 3 unchanged
In addition, FIS owns or leases support centers, data processing facilities and other facilities at approximately [removed: 200] [added: 150] locations.
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Item 4. Mine Safety Disclosures
0 rewritten, 0 added, 2 removed, 2 unchanged
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Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
2 rewritten, 1 added, 0 removed, 3 unchanged
As of January 31, [removed: 2020,] [added: 2021,] there were approximately [removed: 10,406] [added: 10,746] shareholders of record of our common stock.
A regular quarterly dividend of [removed: $0.35] [added: $0.39] per common share is payable on March [removed: 27, 2020,] [added: 26, 2021,] to shareholders of record as of the close of business on March [removed: 13, 2020.][added: 12, 2021.]
In January 2021, the Board of Directors approved a dividend increase of 11% to $0.39 per share per quarter beginning with the first quarter of 2021.
Item 12. of Part III contains information concerning securities authorized for issuance under our equity compensation plans.
4 rewritten, 14 added, 11 removed, 1 unchanged
Management temporarily suspended share repurchases [added: during 2020] as a result of the Worldpay transaction to accelerate debt repayment.
The graph below compares the cumulative 5-year total return of holders of [removed: FIS] [added: Fidelity National Information Services, Inc.'s] common stock with the cumulative total returns of the S&P 500 index and S&P Supercap Data Processing & Outsourced [removed: Services index.]
The graph assumes that the value of the investment in our common stock and in each index (including reinvestment of dividends) was $100 on December 31, [removed: 2014] [added: 2015,] and tracks it through December 31, [removed: 2019.][added: 2020.]
[removed: ][added: ]
The existing plan authorizing share repurchases approved by the Board of Directors in 2017 expired as of December 31, 2020.
In January 2021, our Board of Directors approved a new share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans.
The new repurchase program has no expiration date and may be suspended for periods, amended or discontinued at any time.
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
Services index.
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| | | | | | | 12/15 | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | |
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| Fidelity National Information Services, Inc. | | | | | | 100.00 | | | 126.64 | | | 159.61 | | | 176.08 | | | 241.54 | | | 248.20 | | |
| S&P 500 | | | | | | 100.00 | | | 111.96 | | | 136.40 | | | 130.42 | | | 171.49 | | | 203.04 | | |
| S&P Supercap Data Processing & Outsourced Services | | | | | | 100.00 | | | 108.12 | | | 150.73 | | | 171.58 | | | 247.35 | | | 307.17 | | |
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Our Board of Directors has approved a series of plans authorizing repurchases of our common stock in the open market at prevailing market prices or in privately negotiated transactions, the most recent of which on July 20, 2017, authorized repurchases of up to $4.0 billion through December 31, 2020.
This share repurchase authorization replaced any existing share repurchase authorization plan.
Approximately $2.3 billion of plan capacity remained available for repurchases as of December 31, 2019.
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| | | 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 | |
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Item 6. Selected Financial Data
61 rewritten, 24 added, 27 removed, 24 unchanged
On July 31, 2017, FIS closed on the sale of a majority ownership stake in its Capco consulting business and risk and compliance consulting business [removed: to Clayton, Dubilier & Rice L.P., by and through certain funds that it manages ("CD&R"),] for cash proceeds of approximately $469 million, resulting in a pre-tax loss of $41 million.
For periods prior to [removed: July 31, 2017,] the [added: sale, the] Capco consulting business and risk and compliance consulting business [removed: were] [added: are] included within operating [added: income; for periods subsequent to the sale, the results of operations are included in equity method investment earnings (loss) outside of operating] income.
The results of operations and financial position of [removed: SunGard] [added: Virtus] are included in the [removed: Consolidated Financial Statements] [added: consolidated financial statements] since the date of acquisition.
In 2019, [removed: 2018, 2017,] [added: 2018] and [removed: 2015,] [added: 2017,] we repurchased a total of approximately 3.9 million shares for $400 million, 12.0 million shares for $1,215 [removed: million, 1.1] million [removed: shares for $105 million,] and [removed: 5.0] [added: 1.1] million shares for [removed: $300] [added: $105] million, respectively.
There were no share repurchases in [added: 2020 and] 2016.
The effective tax rate for the 2016 [removed: and 2015 periods] [added: period] 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.
| | [added: | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| | | | | | [added: | | | |] (In millions, except per share data) | | | | | | | | | | | | | | | [added: | | | | | |]
| Statement of Earnings Data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Revenue | [added: | |] $ | [removed: 10,333] [added: 12,552] | | | [added: | |] $ | [removed: 8,423] [added: 10,333] | | | [added: | |] $ | [removed: 8,668] [added: 8,423] | | | [added: | |] $ | [removed: 8,831] [added: 8,668] | | | [added: | |] $ | [removed: 6,260] [added: 8,831] | |
| Cost of revenue | [added: | | 8,348 | | | | | |] 6,610 | | | | [added: | |] 5,569 | | | | [removed: 5,794] | | [added: 5,794] | | [removed: 5,895] | | | | [removed: 4,071] [added: 5,895] | | |
| Gross profit | [added: | | 4,204 | | | | | |] 3,723 | | | | [added: | |] 2,854 | | | | [removed: 2,874] | | [added: 2,874] | | [removed: 2,936] | | | | [removed: 2,189] [added: 2,936] | | |
| Selling, general and administrative expenses | [added: | | 3,516 | | | | | |] 2,667 | | | | [added: | |] 1,301 | | | | [removed: 1,442] | | [added: 1,442] | | [removed: 1,707] | | | | [removed: 1,102] [added: 1,707] | | |
| Asset impairments | [added: | | 136 | | | | | |] 87 | | | | [removed: 95] | | [added: 95] | | [removed: —] | | | | — | | | | [added: | |] — | | |
| Operating income | [added: | | 552 | | | | | |] 969 | | | | [added: | |] 1,458 | | | | [removed: 1,432] | | [added: 1,432] | | [removed: 1,229] | | | | [removed: 1,087] [added: 1,229] | | |
| Total other income (expense), net | [removed: (556] | | [removed: )] [added: (286)] | | [removed: (354] | | [removed: )] | | [removed: (456] [added: (556)] | | [removed: )] | | [removed: (392] | | [removed: )] [added: (354)] | | [removed: (62] | | [removed: )] | [added: | (456) | | | | | | (392) | | |]
| Earnings from continuing operations before income taxes and equity method investment earnings (loss) | [added: | | 266 | | | | | |] 413 | | | | [added: | |] 1,104 | | | | [removed: 976] | | [added: 976] | | [removed: 837] | | | | [removed: 1,025] [added: 837] | | |
| Provision (benefit) for income taxes | [added: | | 96 | | | | | |] 100 | | | | [added: | |] 208 | | | | [removed: (321] | | [removed: )] [added: (321)] | | [removed: 291] | | | | [removed: 375] [added: 291] | | |
| Equity method investment earnings (loss) | [removed: (10] | | [removed: )] [added: (6)] | | [removed: (15] | | [removed: )] | | [removed: (3] [added: (10)] | | [removed: )] | | [removed: —] | | [added: (15)] | | [added: | | | | (3) | | | | | |] — | | |
| Earnings from continuing operations, net of tax | [added: | | 164 | | | | | |] 303 | | | | [added: | |] 881 | | | | [removed: 1,294] | | [added: 1,294] | | [removed: 546] | | | | [removed: 650] [added: 546] | | |
| Earnings (loss) from discontinued operations, net of tax | [added: | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [removed: 1] | | [added: —] | | [removed: (7] | | [removed: )] | [added: | 1 | | |]
| Net earnings | [added: | | 164 | | | | | |] 303 | | | | [added: | |] 881 | | | | [removed: 1,294] | | [added: 1,294] | | [removed: 547] | | | | [removed: 643] [added: 547] | | |
| Net (earnings) loss attributable to noncontrolling interest | [removed: (5] | | [removed: )] [added: (6)] | | [removed: (35] | | [removed: )] | | [removed: (33] [added: (5)] | | [removed: )] | | [removed: (22] | | [removed: )] [added: (35)] | | [removed: (19] | | [removed: )] | [added: | (33) | | | | | | (22) | | |]
| Net earnings attributable to FIS common stockholders | [added: | |] $ | [removed: 298] [added: 158] | | | [added: | |] $ | [removed: 846] [added: 298] | | | [added: | |] $ | [removed: 1,261] [added: 846] | | | [added: | |] $ | [removed: 525] [added: 1,261] | | | [added: | |] $ | [removed: 624] [added: 525] | |
| Net earnings per share-basic from continuing operations attributable to FIS common stockholders | [added: | |] $ | [removed: 0.67] [added: 0.26] | | | [added: | |] $ | [removed: 2.58] [added: 0.67] | | | [added: | |] $ | [removed: 3.82] [added: 2.58] | | | [added: | |] $ | [removed: 1.61] [added: 3.82] | | | [added: | |] $ | [removed: 2.21] [added: 1.61] | |
| Net earnings (loss) per share-basic from discontinued operations attributable to FIS common stockholders | [added: | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [removed: (0.03] | | [removed: )] [added: —] | [added: | |]
| Net earnings per share-basic attributable to FIS common stockholders * | [added: | |] $ | [removed: 0.67] [added: 0.26] | | | [added: | |] $ | [removed: 2.58] [added: 0.67] | | | [added: | |] $ | [removed: 3.82] [added: 2.58] | | | [added: | |] $ | [removed: 1.61] [added: 3.82] | | | [added: | |] $ | [removed: 2.19] [added: 1.61] | |
| Weighted average shares outstanding-basic | [added: | | 619 | | | | | |] 445 | | | | [added: | |] 328 | | | | [removed: 330] | | [added: 330] | | [removed: 326] | | | | [removed: 285] [added: 326] | | |
| Net earnings per share-diluted from continuing operations attributable to FIS common stockholders | [added: | |] $ | [removed: 0.66] [added: 0.25] | | | [added: | |] $ | [removed: 2.55] [added: 0.66] | | | [added: | |] $ | [removed: 3.75] [added: 2.55] | | | [added: | |] $ | [removed: 1.59] [added: 3.75] | | | [added: | |] $ | [removed: 2.18] [added: 1.59] | |
| Net earnings (loss) per share-diluted from discontinued operations attributable to FIS common stockholders | [added: | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [removed: (0.03] | | [removed: )] [added: —] | [added: | |]
| Net earnings per share-diluted attributable to FIS common stockholders * | [added: | |] $ | [removed: 0.66] [added: 0.25] | | | [added: | |] $ | [removed: 2.55] [added: 0.66] | | | [added: | |] $ | [removed: 3.75] [added: 2.55] | | | [added: | |] $ | [removed: 1.59] [added: 3.75] | | | [added: | |] $ | [removed: 2.16] [added: 1.59] | |
| Weighted average shares outstanding-diluted | [added: | | 627 | | | | | |] 451 | | | | [added: | |] 332 | | | | [removed: 336] | | [added: 336] | | [removed: 330] | | | | [removed: 289] [added: 330] | | |
| Amounts attributable to FIS common stockholders: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Earnings from continuing operations, net of tax | [added: | |] $ | [removed: 298] [added: 158] | | | [added: | |] $ | [removed: 846] [added: 298] | | | [added: | |] $ | [removed: 1,261] [added: 846] | | | [added: | |] $ | [removed: 524] [added: 1,261] | | | [added: | |] $ | [removed: 631] [added: 524] | |
| | [added: | |] As of December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| | [added: | |] (In millions, except per share data) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Cash and cash equivalents | [added: | |] $ | [removed: 1,152] [added: 1,959] | | | [added: | |] $ | [removed: 703] [added: 1,152] | | | [added: | |] $ | [removed: 665] [added: 703] | | | [added: | |] $ | [removed: 683] [added: 665] | | | [added: | |] $ | [removed: 682] [added: 683] | |
| Goodwill | [added: | | 53,268 | | | | | |] 52,242 | | | | [added: | |] 13,545 | | | | [removed: 13,730] | | [added: 13,730] | | [removed: 14,178] | | | | [removed: 14,745] [added: 14,178] | | |
On January 2, 2020, FIS acquired a majority interest in Virtus Partners ("Virtus").
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
On December 31, 2018, we completed the sale of the Reliance Trust Company of Delaware business, resulting in a pre-tax gain of $19 million.
The results of operations of the Reliance Trust Company of Delaware business are included through the date of divestiture.
The results of operations of the Certegy Check Services business unit in North America are included through the date of divestiture.
As a result of the sale, FIS holds a noncontrolling ownership stake in Cardinal Holdings ("Cardinal"), which operates the Capco consulting business.
FIS records the ownership stake in Cardinal as an equity method investment.
The results of operations of the PS&E business are included through the date of divestiture.
The effective tax rate for the 2020 period includes a one-time net remeasurement of certain deferred tax liabilities due to the increase in the U.K. corporate statutory tax rate from 17% to 19% enacted on July 22, 2020.
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Earnings (loss) from discontinued operations, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |
| Net earnings attributable to FIS common stockholders | | | $ | 158 | | | | | $ | 298 | | | | | $ | 846 | | | | | $ | 1,261 | | | | | $ | 525 | |
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2020 | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue | | | $ | 3,078 | | | | | $ | 2,962 | | | | | $ | 3,197 | | | | | $ | 3,316 | |
| Gross profit | | | 989 | | | | | | 916 | | | | | | 1,093 | | | | | | 1,206 | | |
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
The divestiture is consistent with our
strategy to focus on our intellectual property-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 was issued to management.
The preferred units are entitled to a quarterly dividend at an annual rate of 12%, payable in cash (if available) or additional preferred units at FIS' option.
FIS' ownership in Cardinal was initially valued at $172 million and was recorded as an equity method investment included within 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 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 K-12 school districts.
The divestiture is consistent with our strategy to serve the financial services markets.
Cash proceeds were used to reduce outstanding debt.
Net cash proceeds, after payment of taxes and transaction-related expenses, were approximately $500 million.
The sale did not meet the standard necessary to be reported as discontinued operations;
therefore, the pre-tax gain and related prior period earnings remain reported within earnings from continuing operations
On November 30, 2015, we completed the SunGard acquisition.
During the second quarter of 2015, we sold certain assets associated with our gaming industry check warranty business, resulting in a pre-tax gain of $139 million, which is included in Other income (expense), net.
The sale did not meet the
standard necessary to be reported as discontinued operations; therefore, the gain and related prior period earnings remain
reported within earnings from continuing operations.
The effective tax rate for the 2015 period included a net detriment of $90 million due to the book basis in excess of the tax basis of a business sold during the year.
| | | | | | | | | | | | | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2018 | | | | | | | | | | | | | | | |
| Revenue | $ | 2,066 | | | $ | 2,106 | | | $ | 2,084 | | | $ | 2,167 | |
| Gross profit | 652 | | | | 692 | | | | 720 | | | | 790 | | |
| | |
| --- | --- |
An excerpt. Shown here: 40 of 61 rewritten, all 24 added and all 27 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data in the FY2020 filing and the FY2019 filing.
Item 8. Financial Statements and Supplementary Data
682 rewritten, 339 added, 283 removed, 614 unchanged
[removed: FIDELITY] [added: FIDELITY] NATIONAL INFORMATION SERVICES, [removed: INC.][added: INC.]
[removed: AND SUBSIDIARIES][added: AND SUBSIDIARIES]
| | [removed: Page Number] | [added: | Page Number | | |]
| [removed: [Report] [added: Report] of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#sFE43191EBC1A5E2D9D7A5F2E447E2368)] [added: Reporting] | [removed: [53](#s1DEA3DFBFAFE56F79FEED98B9BE33135)] | [added: | [50](#i9f5d3cda2b664eef9de9636fb0755822_103) | | |]
| [removed: [Report] [added: Report] of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#sFE43191EBC1A5E2D9D7A5F2E447E2368)] [added: Statements] | [removed: [54](#s5ED48D0C60605946AA90186A01CC6DC9)] | [added: | [51](#i9f5d3cda2b664eef9de9636fb0755822_106) | | |]
| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#s56DA3976D22C524CB0060AAAE38B5E6B)] [added: 2019](#i9f5d3cda2b664eef9de9636fb0755822_118)] | [removed: [56](#s9E5C971A116252DD97276D4248CCE394)] | [added: | [53](#i9f5d3cda2b664eef9de9636fb0755822_109) | | |]
| [Consolidated Statements of Earnings for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] [added: 2018](#i9f5d3cda2b664eef9de9636fb0755822_118)] | [removed: [57](#s33AC222B3A265CBB9D569898F8159EAF)] | [added: | [54](#i9f5d3cda2b664eef9de9636fb0755822_115) | | |]
| [Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] [added: 2018](#i9f5d3cda2b664eef9de9636fb0755822_118)] | [removed: [58](#s56DA3976D22C524CB0060AAAE38B5E6B)] | [added: | [55](#i9f5d3cda2b664eef9de9636fb0755822_118) | | |]
| [Consolidated Statements of Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] [added: 2018](#i9f5d3cda2b664eef9de9636fb0755822_118)] | [removed: [59](#s6A44A1DB673F5D3E9E779DE1755C9821)] | [added: | [56](#i9f5d3cda2b664eef9de9636fb0755822_121) | | |]
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s56DA3976D22C524CB0060AAAE38B5E6B)] [added: 2018](#i9f5d3cda2b664eef9de9636fb0755822_118)] | [removed: [60](#s25980327EB7A5BCE85B9D9220C21A047)] | [added: | [57](#i9f5d3cda2b664eef9de9636fb0755822_127) | | |]
| [removed: [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#s0B1B5F28044A54C3BDED8265E4AC473F)] [added: Statements] | [removed: [61](#s4486D66357BA5147820A8E692BE6D928)] | [added: | [58](#i9f5d3cda2b664eef9de9636fb0755822_130) | | |]
We have audited Fidelity National Information Services, [removed: Inc.'s] [added: Inc.] and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: –] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 20, 2020] [added: 18, 2021] expressed an unqualified opinion on those consolidated financial statements.
We have audited the accompanying consolidated balance sheets of Fidelity National Information Services, Inc. and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 20, 2020] [added: 18, 2021] expressed an unqualified opinion on the effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting.
[removed: *Acquisition of Worldpay, Inc.*][added: Worldpay Acquisition]
As discussed in [removed: Notes] [added: Note] 2(p) and 4 to the consolidated financial statements, the Company enters into arrangements containing software licenses.
Specifically, judgment was required to evaluate the Company's identification of performance obligations and [added: the] determination of the [removed: corresponding pattern] [added: timing] of revenue [removed: recognition,] [added: recognition for each distinct performance obligation,] particularly for new contracts or renewals with software license performance obligations.
The [added: following are the] primary procedures performed to address this critical audit [removed: matter included the following.][added: matter.]
We [added: evaluated the design and] tested [added: the operating effectiveness of] 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 [added: recognition, identification of performance obligations, and the determination of the timing of revenue] recognition.
[removed: Specifically, this included an evaluation of] [added: - evaluated] the Company's identification and assessment of terms and conditions that [removed: were not standard that] could give rise to additional performance obligations or different patterns of revenue [removed: recognition.][added: recognition by assessing the Company's accounting analysis in accordance with the revenue recognition requirements]
[removed: We obtained] [added: Additionally, we tested the Company's identification of performance obligations for certain of the Company's customers by inspecting] external confirmation directly from [removed: certain of] the Company's customers and [removed: compared] [added: comparing] the key terms and conditions relevant to the Company's revenue recognition to the Company's written customer agreement.
The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]
[removed: In addition, we] [added: We] involved valuation professionals with specialized skills and knowledge, who assisted in:
[removed: | • |] [added: -] evaluating the Company's [added: risk-adjusted] discount [removed: rates,] [added: rate,] by comparing [removed: them against] [added: it to] a [added: risk-adjusted] discount rate [removed: range] that was independently developed using publicly available market data for comparable [removed: entities, |][added: entities]
[removed: | • |] [added: -] evaluating the Company's [removed: selected royalty rates,] [added: estimated fair value of the reporting unit,] by comparing [removed: them against] [added: it to] a [removed: royalty rate] range [added: of fair values] that was independently developed using [added: the reporting unit's cash flow forecast, an independently developed risk-adjusted discount rate, and] publicly available market [removed: data] [added: multiples] for comparable [removed: licensing activities, and |][added: entities.]
December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]
| | [added: | | | | |] 2019 | | | | [added: | |] 2018 | | |
| ASSETS | | | | | | | | [added: | | | |]
| Current assets: | | | | | | | | [added: | | | |]
| Cash and cash equivalents | [added: | |] $ | [removed: 1,152] [added: 1,959] | | | [added: | |] $ | [removed: 703] [added: 1,152] | |
| Settlement deposits and merchant float | [removed: 2,882] | | [added: 3,252] | | [removed: 700] | | | [added: | 2,882 | | |]
| Contract assets | [removed: 124] | | [added: 140] | | [removed: 123] | | | [added: | 124 | | |]
| Settlement receivables | [removed: 647] | | [added: 662] | | [removed: 281] | | | [added: | 647 | | |]
| Other receivables | [removed: 337] | | [added: 317] | | [removed: 166] | | | [added: | 337 | | |]
| Prepaid expenses and other current assets | [removed: 308] | | [added: 254] | | [removed: 288] | | | [added: | 308 | | |]
| Total current assets | [removed: 8,692] | | [added: 9,898] | | [removed: 3,733] | | | [added: | 8,692 | | |]
| Property and equipment, net | [removed: 900] | | [added: 887] | | [removed: 587] | | | [added: | 900 | | |]
| | | | | | |
| --- | --- | --- | --- | --- | --- |
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
Software license revenue totaled $425 million for the year ended December 31, 2020.
Contracts that contain software licenses often have non-standard terms that require significant judgments to determine the amount and timing of revenue to be recognized.
We selected a sample of individual software license revenue transactions and:
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
- read the underlying contract and other documents that were part of the contract for each selection
- tested the mathematical accuracy of management’s calculations of revenue recognized in the consolidated financial statements.
*Assessment of the recoverability of the carrying value of goodwill for the Merchant Solutions reporting unit*
As discussed in Note 2(h) to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis during the fourth quarter of each fiscal year or more frequently if circumstances indicate potential impairment.
The goodwill balance as of December 31, 2020 related to the Merchant Solutions reportable segment was $36,267 million, which is the same as the Merchant Solutions reporting unit.
In connection with its annual impairment test for the Merchant Solutions reporting unit, the Company performed a quantitative assessment of goodwill due to the economic impact of the COVID-19 pandemic on the Company's Merchant Solutions business.
We identified the assessment of the recoverability of the carrying value of goodwill for the Merchant Solutions reporting unit as a critical audit matter.
We performed a sensitivity analysis to determine the significant assumptions used to value the Merchant Solutions reporting unit, individually and in the aggregate, which required significant auditor judgment.
This included forecasted revenues, operating expenses, and the risk-adjusted discount rate used in the discounted cash flow model.
Due to the impact of COVID-19 on the Company's business, there was significant uncertainty associated with these assumptions.
In addition, professionals with specialized skills and knowledge were required to evaluate the risk-adjusted discount rate.
We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's goodwill assessment process, including controls over the selection and development of the relevant assumptions used in the discounted cash flow model, including forecasted revenues, operating expenses, and the risk-adjusted discount rate.
We evaluated the Merchant Solutions reporting unit's forecasted revenue and operating expense assumptions by comparing the assumptions to the reporting unit's historical revenues and operating expenses and to i) internal communications to management and the Board of Directors, ii) growth rates of comparable companies, and iii) industry and market conditions.
February 18, 2021
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
| | | | 2020 | | | | | | 2019 | | |
| Trade receivables, net of allowance for credit losses of $82 and $60, respectively | | | 3,314 | | | | | | 3,242 | | |
| Redeemable noncontrolling interest | | | 174 | | | | | | — | | |
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | | | $ | 12,552 | | | | | $ | 10,333 | | | | | $ | 8,423 | |
| Cost of revenue | | | 8,348 | | | | | | 6,610 | | | | | | 5,569 | | |
| Asset impairments | | | 136 | | | | | | 87 | | | | | | 95 | | |
| | | | | | | | | | | | | | | | | | |
See accompanying notes, which are an integral part of these consolidated financial statements.
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
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See accompanying notes, which are an integral part of these consolidated financial statements.
[Table of Content](#i9f5d3cda2b664eef9de9636fb0755822_7)
Consolidated Statements of Equity
| | |
| --- | --- |
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
As discussed in Note 3 to the consolidated financial statements, the Company acquired Worldpay, Inc. (Worldpay) on July 31, 2019.
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 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.
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.
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.
We assessed the assumptions for comparison to those of a market participant, including consideration of recent similar market transactions.
| • | evaluating the Company's determined WACC by comparing relevant inputs to independent market data for the Company's peers, |
| • | testing the Company's model utilized to estimate the fair value of the customer relationship intangible assets and software assets using the Company's cash flow forecasts and discount rates. |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Trade receivables, net | 3,242 | | | | 1,472 | | |
| | | | | | | | | | | | |
| Revenue (for related party activity, see Note 18) | $ | 10,333 | | | $ | 8,423 | | | $ | 8,668 | |
| Cost of revenue (for related party activity, see Note 18) | 6,610 | | | | 5,569 | | | | 5,794 | | |
| FIDELITY NATIONAL INFORMATION SERVICES, INC. AND SUBSIDIARIES Consolidated Statements of Equity Years ended December 31, 2019, 2018 and 2017 (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances, December 31, 2016 | 431 | | | (103 | ) | | $ | 4 | | | $ | 10,380 | | | $ | 3,233 | | | $ | (331 | ) | | $ | (3,611 | ) | | $ | 104 | | | $ | 9,779 | |
| Net earnings | — | | | — | | | — | | | | — | | | | 1,261 | | | | — | | | | — | | | | 33 | | | | 1,294 | | |
| Purchases of treasury stock | — | | | (4 | ) | | — | | | | — | | | | — | | | | — | | | | (400 | | ) | | — | | | | (400 | | ) |
| Proceeds from exercise of stock options | 161 | | | | 288 | | | | 208 | | |
| Distribution to Brazilian Venture partner | — | | | | (26 | | ) | | (23 | | ) |
On March 17, 2019, FIS, Wrangler Merger Sub, Inc., a wholly owned subsidiary of FIS ("Merger Sub"), and Worldpay, Inc. ("Worldpay") entered into an Agreement and Plan of Merger (the "merger agreement") pursuant to which Merger Sub would merge with and into Worldpay (the "merger"), with Worldpay surviving the merger and becoming a wholly owned subsidiary of FIS (collectively, the "Worldpay acquisition").
An excerpt. Shown here: 40 of 682 rewritten, 40 of 339 added and 40 of 283 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2020 filing and the FY2019 filing.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
0 rewritten, 0 added, 2 removed, 1 unchanged
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| --- | --- |
Item 9A. Controls and Procedures
3 rewritten, 4 added, 7 removed, 7 unchanged
We completed the Worldpay acquisition on July 31, 2019 (see Note 3 [removed: of the Notes] to [removed: Consolidated Financial Statements).][added: the consolidated financial statements).]
Other than [removed: this ongoing] [added: the Worldpay] 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.
Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]
Worldpay has been fully integrated into the assessment of internal control reporting as of December 31, 2020.
Due to the COVID-19 pandemic, a significant portion of our employees worked from home during 2020, including the most recent fiscal quarter.
We leveraged our established business continuity plans as well as implemented a comprehensive Pandemic Plan in order to mitigate potential impacts to our control environment.
Existing technology and procedures allowed for the remote operation of controls.
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
1 rewritten, 0 added, 2 removed, 4 unchanged
Within 120 days after the close of its fiscal year, the Company intends to file with the Securities and Exchange Commission a definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, which will include the matters required by these [removed: items.][added: items and is incorporated herein by reference.]
| | |
| --- | --- |
Item 15. Exhibits and Financial Statement Schedules
113 rewritten, 52 added, 13 removed, 3 unchanged
[removed: | (1) | Financial] [added: (1)Financial] Statement Schedules: All schedules have been omitted because they are not [removed: applicable] [added: applicable, not material] or the required information is included in the [removed: Consolidated Financial Statements] [added: consolidated financial statements] or [removed: Notes to Consolidated Financial Statements. |][added: notes thereto.]
[removed: | (2) | Exhibits: The following is a complete list of exhibits included as part of this report, including those incorporated by reference.] A list of those documents filed with this report is set forth on the Exhibit Index appearing elsewhere in this report and is incorporated by reference. [removed: |]
| | | | [added: | | |] Incorporated by Reference | | | | | [added: | | | | | | | | | |]
| Exhibit | | | | [added: | | | | |] SEC File | | | [added: | | | | | |] Filed/ Furnished | [added: | |]
| No. | | [added: |] Exhibit Description | [added: | |] Form | [added: | |] Number | [added: | |] Exhibit | [added: | |] Filing Date | [added: | |] Herewith | [added: | |]
| [removed: 2.1] [added: 10.28] | | [removed: [Agreement and Plan of Merger, dated] [added: | [Employment Agreement, effective] as of March [removed: 17, 2019,] [added: 31, 2020,] by and among Fidelity National Information Services, [removed: Inc., Worldpay] Inc. and [removed: Wrangler Merger Sub.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519078401/d667827dex21.htm)] [added: Asif Ramji.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000111/ex101ramjiasifemployment.htm) (1)] | [removed: 8-K] | [added: | 10-Q | | |] 001-16427 | [removed: 2.1] | [removed: 3/18/2019] | [added: 10.1] | [added: | | 5/7/2020 | | | | | |]
| 3.1 | | [added: |] [Amended and Restated Articles of Incorporation of Fidelity National Information Services, Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000110465906006239/a06-3827_2ex3d1.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 3.1 | [added: | |] 2/6/2006 | | [added: | | | |]
| 3.2 | | [added: |] [Amendment To Articles of Incorporation of Fidelity National Information Services, Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit32amendmenttoarticl.htm) | [added: | |] 10-K | [added: | |] 001-16427 | [added: | |] 3.2 | [added: | |] 2/26/2013 | | [added: | | | |]
| 3.3 | | [added: |] [Amendment To Articles of Incorporation of Fidelity National Information Services, Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000038/exhibit31fnisamendmentto.htm) | [added: | |] 10-Q | [added: | |] 001-16427 | [added: | |] 3.1 | [added: | |] 8/7/2014 | | [added: | | | |]
| 3.4 | | [added: |] [Articles of Amendment to the Articles of Incorporation of Fidelity National Information Services, Inc., Effective as of July 31, 2019.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519208224/d777638dex31.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 3.1 | [added: | |] 7/31/2019 | | [added: | | | |]
| 3.5 | | [added: |] [Fourth Amended and Restated Bylaws of Fidelity National Information Services, Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000003/exhibit31fisfourthamendeda.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 3.1 | [added: | |] 1/27/2017 | | [added: | | | |]
| 4.1 | | [added: |] [Form of certificate representing Fidelity National Information Services, Inc. Common Stock.](http://www.sec.gov/Archives/edgar/data/1136893/000110465906006244/a06-4171_1ex4d3.htm) | [added: | |] S-3ASR | [added: | |] 333-131593 | [added: | |] 4.3 | [added: | |] 2/6/2006 | | [added: | | | |]
| 4.2 | | [added: |] [Indenture, dated as of April 15, 2013, among FIS, the Guarantors and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312513154805/d520857dex41.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 4.1 | [added: | |] 4/15/2013 | | [added: | | | |]
| 4.3 | | [added: |] [Fourth Supplemental Indenture, dated as of June 3, 2014, among FIS, each of the Guarantors and the Bank of New York Mellon Trust Company, N.A. a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312514223905/d738309dex42.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 4.2 | [added: | |] 6/3/2014 | | [added: | | | |]
| 4.4 | | [added: |] [Eighth Supplemental Indenture, dated as of October 20, 2015 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312515347978/d85819dex44.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 4.4 | [added: | |] 10/20/2015 | | [added: | | | |]
| 4.5 | | [added: |] [Tenth Supplemental Indenture, dated as of August 16, 2016 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/1136893/000119312516683053/d229205dex42.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 4.2 | [added: | |] 8/16/2016 | | [added: | | | |]
| 4.6 | | [added: |] [Eleventh Supplemental Indenture, dated as of August 16, 2016 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/1136893/000119312516683053/d229205dex43.htm) | [added: | |] 8-K | [added: | |] 001-16427 | [added: | |] 4.3 | [added: | |] 8/16/2016 | | [added: | | | |]
| | | [added: | | | |] Incorporated by Reference | | | | | [added: | | | | | | | | | |]
| Exhibit | | | [added: | | | | | |] SEC File | | | [added: | | | | | |] Filed/ Furnished | [added: | |]
| No. | [added: | |] Exhibit Description | [added: | |] Form | [added: | |] Number | [added: | |] Exhibit | [added: | |] Filing Date | [added: | |] Herewith | [added: | |]
| 4.7 | [removed: [Twelfth] [added: | | [Thirteenth] Supplemental Indenture, dated as of July 10, 2017 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex42.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.1] | [added: | 4.2 | | |] 7/11/2017 | | [added: | | | |]
| 4.8 | [removed: [Thirteenth] [added: | | [Fourteenth] Supplemental Indenture, dated as of July 10, 2017 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex43.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.2] | [added: | 4.3 | | |] 7/11/2017 | | [added: | | | |]
| 4.9 | [removed: [Fourteenth] [added: | | [Fifteenth] Supplemental Indenture, dated as of [removed: July 10, 2017] [added: May 16, 2018] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex41.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.3] | [removed: 7/11/2017] | [added: 4.1] | [added: | | 5/16/2018 | | | | | |]
| 4.10 | [removed: [Fifteenth] [added: | | [Sixteenth] Supplemental Indenture, dated as of 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/1136893/000119312518165068/d568943dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex42.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.1] | [added: | 4.2 | | |] 5/16/2018 | | [added: | | | |]
| 4.11 | [removed: [Sixteenth] [added: | | [Seventeenth] 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/d745669dex41.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.2] | [removed: 5/16/2018] | [added: 4.1] | [added: | | 5/21/2019 | | | | | |]
| 4.12 | [removed: [Seventeenth] [added: | | [Eighteenth] 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex42.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.1] | [added: | 4.2 | | |] 5/21/2019 | | [added: | | | |]
| 4.13 | [removed: [Eighteenth] [added: | | [Nineteenth] 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex43.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.2] | [added: | 4.3 | | |] 5/21/2019 | | [added: | | | |]
| 4.14 | [removed: [Nineteenth] [added: | | [Twentieth] 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex44.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.3] | [added: | 4.4 | | |] 5/21/2019 | | [added: | | | |]
| 4.15 | [removed: [Twentieth] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex44.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex45.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.4] | [added: | 4.5 | | |] 5/21/2019 | | [added: | | | |]
| 4.16 | [removed: [Twenty-First] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex45.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex46.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.5] | [added: | 4.6 | | |] 5/21/2019 | | [added: | | | |]
| 4.17 | [removed: [Twenty-Second] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex46.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex47.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.6] | [added: | 4.7 | | |] 5/21/2019 | | [added: | | | |]
| 4.18 | [removed: [Twenty-Third] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex47.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex48.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.7] | [added: | 4.8 | | |] 5/21/2019 | | [added: | | | |]
| 4.19 | [removed: [Twenty-Fourth] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex48.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex49.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.8] | [added: | 4.9 | | |] 5/21/2019 | | [added: | | | |]
| 4.20 | [removed: [Twenty-Fifth] [added: | | [Twenty-Sixth] Supplemental Indenture, dated as of [removed: May 21,] [added: December 3,] 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/1136893/000119312519152755/d745669dex49.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex41.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.9] | [removed: 5/21/2019] | [added: 4.1] | [added: | | 12/3/2019 | | | | | |]
| 4.21 | [removed: [Twenty-Sixth] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex42.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.1] | [added: | 4.2 | | |] 12/3/2019 | | [added: | | | |]
| 4.22 | [removed: [Twenty-Seventh] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex43.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.2] | [added: | 4.3 | | |] 12/3/2019 | | [added: | | | |]
| 4.23 | [removed: [Twenty-Eighth] [added: | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex44.htm)] | [added: | |] 8-K | [added: | |] 001-16427 | [removed: 4.3] | [added: | 4.4 | | |] 12/3/2019 | | [added: | | | |]
| [removed: 4.25] [added: 4.24] | [added: | |] [Description of the Company's Common Stock registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit425commonstock1.htm)] [added: 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit425commonstock1.htm)] | | | [added: 10-K] | | [removed: *] | [added: 001-16427 | | | 4.25 | | | 2/20/2020 | | | | | |]
| [removed: 4.26] [added: 4.25] | [added: | |] [Description of the [removed: Company's 0.400% Senior Notes due 2021, 1.700%] [added: Company's](https://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fisex425-descriptionofseni.htm) [1.700%] Senior Notes due 2022 and 1.100% Senior Notes due 2024 registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit426july2017note.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fisex425-descriptionofseni.htm)] | | | | | [added: | | | | | | | | | |] * | [added: | |]
| [removed: 4.27] [added: 4.26] | [added: | |] [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 [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit427may2019notes1.htm)] [added: 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit427may2019notes1.htm)] | | | [added: 10-K] | | [removed: *] | [added: 001-16427 | | | 4.27 | | | 2/20/2020 | | | | | |]
(2)Exhibits: The following is a complete list of exhibits included as part of this report, including those incorporated by reference.
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| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
| No. | | | Exhibit Description | | | Form | | | Number | | | Exhibit | | | Filing Date | | | Herewith | | |
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| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
| No. | | | Exhibit Description | | | Form | | | Number | | | Exhibit | | | Filing Date | | | Herewith | | |
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| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
| No. | | | Exhibit Description | | | Form | | | Number | | | Exhibit | | | Filing Date | | | Herewith | | |
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| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
| No. | | | Exhibit Description | | | Form | | | Number | | | Exhibit | | | Filing Date | | | Herewith | | |
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| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
| No. | | | Exhibit Description | | | Form | | | Number | | | Exhibit | | | Filing Date | | | Herewith | | |
| 10.42 | | | [Amendment to Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000273/fis-amendmenttoamended.htm) (1) | | | 10-Q | | | 001-16427 | | | 10.2 | | | 10/29/2020 | | | | | |
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| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
| No. | | | Exhibit Description | | | Form | | | Number | | | Exhibit | | | Filing Date | | | Herewith | | |
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| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
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| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| 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 | |
| 10.28 | [Employment Agreement, effective as of August 1, 2019, by and between Fidelity National Information Services, Inc., and Stephanie Ferris. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/exhibit107ferrisemploy.htm) | 10-Q | 001-16427 | 10.7 | 8/6/2019 | |
| 10.29 | [Consulting Agreement, effective as of August 1, 2019, by and among Fidelity National Information Services, Inc., and Stephan A. James. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/ex108directorconsultin.htm) | 10-Q | 001-16427 | 10.8 | 8/6/2019 | |
| 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 | |
| 10.63 | [Form of Stock Option Grant Notice and Stock Option Award 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-101614worldpaystockop.htm) (1) | 10-K | 001-35462 | 10.16.14 | 2/28/2018 | |
| 10.64 | [Form of Performance Share Unit Award Notice and Performance Share Unit Award 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-101616worldpaypsuagre.htm) (1) | 10-K | 001-35462 | 10.16.16 | 2/28/2018 | |
| 10.65 | [Form of Performance Share Unit Award Notice for United States Executives under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](http://www.sec.gov/Archives/edgar/data/1533932/000153393219000044/wpex-1040x20181231.htm) (1) | 10-K | 001-35462 | 10.40 | 2/26/2019 | |
An excerpt. Shown here: 40 of 113 rewritten, 40 of 52 added and all 13 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary
31 rewritten, 31 added, 6 removed, 4 unchanged
| | | [added: | | | |] FIDELITY NATIONAL INFORMATION SERVICES, INC. | | [added: | | | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ GARY A. NORCROSS | [added: | |]
| | | | [added: | | | | | |] Gary A. Norcross | [added: | |]
| | | | [added: | | | | | |] President, Chief Executive Officer and Chairman of the Board | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ JAMES W. WOODALL | [added: | |]
| | | | [added: | | | | | |] James W. Woodall | [added: | |]
| | | | [added: | | | | | |] Chief Financial Officer | [added: | |]
| | | | [added: | | | | | |] (Principal Financial Officer) | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ CHRISTOPHER THOMPSON | [added: | |]
| | | | [added: | | | | | |] Christopher Thompson | [added: | |]
| | | | [added: | | | | | |] Chief Accounting Officer | [added: | |]
| | | | [added: | | | | | |] (Principal Accounting Officer) | [added: | |]
| | | | [added: | | | | | |] Director | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ LEE ADREAN | [added: | |]
| | | | [added: | | | | | |] Lee Adrean | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ ELLEN R. ALEMANY | [added: | |]
| | | | [added: | | | | | |] Ellen R. Alemany | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ LISA A. HOOK | [added: | |]
| | | | [added: | | | | | |] Lisa A. Hook | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ KEITH W. HUGHES | [added: | |]
| | | | [added: | | | | | |] Keith W. Hughes | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ GARY L. LAUER | [added: | |]
| | | | [added: | | | | | |] Gary L. Lauer | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ LOUISE M. PARENT | [added: | |]
| | | | [added: | | | | | |] Louise M. Parent | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ BRIAN T. SHEA | [added: | |]
| | | | [added: | | | | | |] Brian T. Shea | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ JAMES B. STALLINGS, JR. | [added: | |]
| | | | [added: | | | | | |] James B. Stallings, Jr. | [added: | |]
| Date: | [added: | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |] By: | [added: | |] /s/ JEFFREY E. STIEFLER | [added: | |]
| | | | [added: | | | | | |] Jeffrey E. Stiefler | [added: | |]
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Date: | | | February 18, 2021 | | | By: | | | /s/ GARY A. NORCROSS | | |
| | | | | | | | | | Gary A. Norcross | | |
| | | | | | | | | | President, Chief Executive Officer and Chairman of the Board | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| Date: | | | February 18, 2021 | | | By: | | | /s/ JEFFREY A. GOLDSTEIN | | |
| | | | | | | | | | Jeffrey A. Goldstein | | |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| | | | | | | | | | Director | | |
| | | | | | | | | | | | |
| | | | | | | | | | Director | | |
| | | | |
| --- | --- | --- | --- |
| Date: | February 20, 2020 | By: | /s/ CHARLES D. DRUCKER |
| | | | Charles D. Drucker |
| Date: | February 20, 2020 | By: | /s/ DAVID K. HUNT |
| | | | David K. Hunt |