Fidelity National Information Services (FIS) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A78 rewritten78 added78 removed287 unchanged
All filing items978 rewritten500 added390 removed1,684 unchanged
Summary
counted, not written
- Item 1A lists 37 risk factor headings: 5 new, 5 reworded and 27 unchanged since FY2021. 4 headings from FY2021 no longer appear.
- Sentence by sentence, 500 added, 390 removed, 978 rewritten and 1,684 unchanged across 12 items that differ.
New Item 1A headings (5)
- Constantly evolving global privacy, data protection and cybersecurity laws require the Company to adopt new business practices, update contractual provisions in existing and new contracts, and constantly update our global Privacy and Data Protection Program and our global Information Security Program, which may require transitional and incremental expenses and may impact our future operating results.Cybersecurity
- The continuing impact of the COVID-19 pandemic remains uncertain and may adversely impact our business, financial condition and results of operations.
- We may not be able to achieve the cost savings target of our Future Forward program.
- The planned spin-off of our Merchant business may not be completed in accordance with the expected plans or on the anticipated timeline, or at all, and will involve significant time, expense and resources, which could disrupt or adversely affect our business.
- There can be no assurance that the anticipated benefits of the spin-off will be realized if the transaction is completed, or that the costs or dis-synergies of the spin-off (including costs of related restructuring or financing transactions) will not exceed the anticipated amounts. The spin-off may expose us to new risks.
Removed Item 1A headings (4)
- 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 the effectiveness of vaccines and other medical developments to further decrease the spread of COVID-19 and its impact on global and local economies.
- Our results may fluctuate from period to period because of the lengthy and unpredictable sales cycle for our software, changes in our mix of licenses and services, activity by competitors, and customer budgeting, operational requirements or renewal cycles.
- Privacy laws and 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.
- We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.
Reworded Item 1A headings (5)
- Security
[removed: breaches or][added: breaches, privacy breaches, cyber] attacks, or our failure to comply with information security laws or regulations or industry security requirements, could harm our business by disrupting delivery of services and damaging the reputation of FIS and could result in a breach of one or more client contracts. - If we fail to innovate or adapt our
[removed: services][added: solutions] to changes in technology or in the marketplace, or if our ongoing efforts to upgrade or implement our technology are not successful, we could lose clients, or our clients could lose customers, and we could have difficulty attracting new clients for our[removed: services.][added: solutions.] - Global economic, political and other conditions, including business cycles and consumer confidence, [added: as well as geopolitical conflicts,] 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][added: Legislative and regulatory changes as a result of the] U.K.'s exit from membership in the E.U. [added: ("Brexit") and changes to the E.U. and U.K. trading relationship] could cause disruption to and create uncertainty surrounding our business.- Failure to comply with anti-bribery and anti-corruption laws
[removed: and sanctions laws]could subject us to penalties and other adverse consequences.
A heading is new when no FY2021 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
19 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
78 rewritten, 78 added, 78 removed, 287 unchanged
Security [removed: breaches or] [added: breaches, privacy breaches, cyber] attacks, or our failure to comply with information security laws or regulations or industry security requirements, could harm our business by disrupting delivery of services and damaging the reputation of FIS and could result in a breach of one or more client contracts.
Any inability to prevent security or privacy breaches, or the perception that such breaches may occur, could cause existing clients to lose confidence in [removed: FIS] [added: FIS'] systems and terminate their agreements with FIS, inhibit FIS' ability to attract new clients, result in increasing regulation, or bring about other adverse consequences from the government agencies that regulate FIS.
There has been and [removed: continues] [added: may continue] to be substantial consolidation activity in the banking and financial services industry.
[added: It is also possible] that larger financial institutions resulting from consolidations would have greater leverage in negotiating terms or could decide to perform in-house some or all of the services we currently provide or could provide.
If we fail to innovate or adapt our [removed: services] [added: solutions] to changes in technology or in the marketplace, or if our ongoing efforts to upgrade or implement our technology are not successful, we could lose clients, or our clients could lose customers, and we could have difficulty attracting new clients for our [removed: services.][added: solutions.]
The markets for our [removed: services] [added: solutions] are characterized by constant technological changes, frequent introductions of new [removed: services] [added: solutions] and evolving industry standards.
The market for our [removed: services] [added: solutions] is intensely competitive.
In addition, the markets in which we compete have recently attracted increasing competition from smaller start-ups with emerging technologies which are receiving increasing [removed: investments,] [added: investments as well as] global banks (and businesses controlled by combinations of global banks) and global internet companies that are introducing competitive solutions and services into the marketplace, particularly in the payments area.
As the Merchant industry fragments into new non-traditional payment and asset types, siloed expertise, new geographies and different markets, our competitors in this segment are increasing in [removed: number.][added: number and type.]
FIS is currently facing new competitive pressure from non-traditional payment [removed: processors] [added: processors, including payment facilitators] and other [added: embedded payment solution providers, which has had and is expected to continue to have an adverse effect on our Merchant revenue and margins in 2023, as well as from other] parties entering the payments industry, which may compete in one or more of these areas.
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 [removed: participants,] [added: participants or to allocate sufficient capital to enable our Merchant business to successfully make acquisitions and pursue growth plans in response to industry changes,] then it could have a [added: further] material adverse effect on FIS' business, financial condition and results of operations.
[removed: See] [added: For more detail, see] "Item 1.
Global economic, political and other conditions, including business cycles and consumer confidence, [added: as well as geopolitical conflicts,] may adversely affect our clients or trends in consumer spending, which may adversely impact the demand for our services and our revenue and profitability.
[added: Any change in economic] factors, including a sustained deterioration in general economic conditions or consumer confidence, particularly in the U.S., or inflation and increases in interest rates in key countries in which we operate may adversely affect consumer spending, consumer debt levels and credit and debit card usage, and as a result, adversely affect our financial performance by reducing the number or average purchase amount of transactions that we service.
[removed: Supply] [added: Additionally, supply] chain issues [removed: globally, including those caused by the COVID-19 pandemic,] [added: globally] can slow down the provision of parts for our products, such as chips in EMV cards, and could adversely impact revenue.
When there is a slowdown or downturn in the economy, a drop in stock market levels or trading volumes, or an event that disrupts the financial markets, our business and financial [removed: results, particularly with respect to our Capital Markets segment,] [added: results] may suffer for a number of reasons.
Customers may react to worsening conditions by reducing [added: or delaying] their capital expenditures in general or by specifically reducing [added: or delaying] their information technology spending.
In addition, customers may [added: seek to] curtail [removed: or discontinue] trading [removed: operations, delay or cancel information technology projects,] [added: operations] or [removed: seek] to lower their costs by renegotiating vendor contracts.
Moreover, competitors may respond to market conditions by lowering prices and attempting to lure away our customers to [removed: lower cost] [added: lower-cost] solutions.
Finally, our systems and operations could be exposed to damage or interruption from fire, floods, hurricanes, earthquakes, tornadoes, typhoons, drought, high-winds, severe weather events, other natural disasters, power loss, telecommunications failure, [added: unauthorized entry and computer viruses.]
Because the Company is a technology service provider to U.S. financial institutions, it is subject to regular oversight and examination by the FBA, each [added: agency] of which is a member of the FFIEC, an interagency body of federal banking regulators.
The Company is also subject to ongoing supervision by regulatory and governmental bodies across the world, including economic and conduct regulators, such as [added: OFAC, Fin CEN,] the FCA and PSR in the 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.
These rules and regulations govern our clients or potential clients [added: and also govern certain of our businesses.]
These regulations have resulted, and may further result, in the need for FIS to make capital investments to modify our solutions [removed: and services] to facilitate our clients' and potential clients' compliance, as well as to deploy additional processes or reporting to comply with these regulations.
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 [removed: consumers, which have impacted, and could further impact, the demand for our software and services as well as alter the types or volume of transactions that we process on behalf of our clients.]
One of our subsidiaries is an [removed: SEC registered] [added: SEC-registered] broker-dealer in the U.S. and 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. Our transfer agent business is also regulated by the SEC and other regulators around the world.
Moreover, the legislative and regulatory landscape continues to evolve, and we expect that it may cover alternative payment types, including [removed: cryptocurrency.][added: digital currency.]
[removed: We are also involved,] [added: Regulatory authorities subject our businesses,] from time to time, [removed: in] [added: to] regulatory investigations, reviews and proceedings (both formal and [removed: informal) by regulatory authorities regarding our businesses,] [added: informal),] certain of which may result in adverse settlements, fines, penalties, injunctions or other relief.
Our clients are subject to a number of government regulations and industry standards with which our [removed: services] [added: solutions] must comply.
Our clients must ensure that our [removed: services] [added: solutions] and related [removed: solutions] [added: services] work within the extensive and evolving regulatory and industry requirements applicable to them.
[added: Federal, state, foreign or industry authorities could adopt laws, rules or regulations affecting] our clients' businesses that could lead to increased operating costs and could reduce the convenience and functionality of our [removed: services,] [added: solutions,] possibly resulting in reduced market acceptance.
If we fail to comply with these [removed: standards] [added: standards, then] we could be fined, our certifications could be suspended, or our registration could be terminated.
While we are generally permitted under the contracts with our merchants to pass these fee increases along to our merchants through corresponding increases in our processing fees, if we cannot continue to do so due to [added: contractual or regulatory requirements or competitive pressures, the inability to pass through such fees could have a material adverse effect on FIS' business, financial condition and results of operations.]
[removed: contractual or regulatory requirements or competitive pressures, the] [added: An] inability to [removed: pass through] [added: obtain] such [removed: fees] [added: ACH services in the future] could have a material adverse effect on [removed: FIS'] [added: our] business, financial [removed: condition] [added: position] and results of operations.
[removed: Privacy laws and regulations have required] [added: Constantly evolving global privacy, data protection] and [removed: will further] [added: cybersecurity laws] require [removed: FIS] [added: the Company] to adopt new business [removed: practices and] [added: practices, update] contractual provisions in existing and new [removed: contracts] [added: contracts, and constantly update our global Privacy and Data Protection Program and our global Information Security Program,] which may require transitional and incremental expenses [removed: which] [added: and] may impact our future operating results.
Failure to comply with [removed: these] new [added: and evolving] laws [added: in these areas] could result in significant penalties, damage to our [removed: brand] [added: brand,] and loss of business.
[removed: The Company] [added: FIS] has incurred, and will continue to incur, costs to comply with these new laws.
[removed: There are also several additional privacy laws being considered by state legislatures, the federal legislature and countries around the world; as] [added: As] a result, a more substantial compliance effort with varying regimes in different jurisdictions is [removed: considered probable] [added: expected to continue] in the future, which [removed: will] [added: has the potential to further] increase the costs and complexities of [removed: the] [added: FIS'] business.
Moreover, [removed: privacy] [added: privacy, data protection and cybersecurity] laws may be interpreted and applied inconsistently from country to country and impose inconsistent or conflicting requirements.
Data localization requirements in evolving [added: privacy,] data protection [added: and cybersecurity] laws could also increase the cost and alter the approach to housing data around the world.
Cybersecuity is fundamental to FIS' global, complex business.
FIS is a highly regulated entity and is subject to a myriad of complex, evolving regulations, including cybersecurity regulations.
If we are not successful in these efforts, we could lose clients, or our clients could lose customers, and we could have difficulty attracting new clients for our solutions.
Rising interest rates, inflation, and slowing economic growth in the U.S. and Europe began to negatively affect revenue growth and profitability in 2022, particularly in our Merchant Solutions segment.
These effects began to accelerate in the fourth quarter of 2022 and are expected to continue to adversely affect our future financial performance.
These expectations contributed to our fourth quarter 2022 goodwill impairment in our Merchant reporting unit, and further deterioration in macroeconomic conditions beyond our current expectations could contribute to further impairment.
In addition, the direct and indirect effects of geopolitical conflicts, such as the Russia-Ukraine war, have adversely affected, and worsening or future conflicts could materially adversely affect, global economic activity and transaction processing volumes.
During 2022, we began to experience lengthening sales cycles, particularly in Banking Solutions and Capital Markets, which we believe resulted from economic uncertainty and which has had, and is expected to continue to have, an adverse effect on our results of operations.
The failure of FIS to comply with any of these requirements could result in the suspension or revocation of a license, loss of consumer confidence, and/or the imposition of civil or criminal penalties.
consumers, which have impacted, and could further impact, the demand for our solutions and services as well as alter the types or volume of transactions that we process on behalf of our clients.
The Company is subject to numerous global privacy, data protection and cybersecurity laws, which are continuing to change in ways that impose increasingly complex and costly compliance obligations on FIS and that have had, and are expected to continue to have, a significant impact on FIS' operations.
There are also several additional laws being considered by state legislatures, the U.S. Congress, and governments around the world.
Legislative and regulatory changes as a result of the U.K.'s exit from membership in the E.U. ("Brexit") and changes to
Our Merchant business has a significant amount of business, and services clients, in the U.K. We also have other business and operations in the U.K. and the E.U. Following the U.K.’s departure from the E.U. and the end of the Brexit
transition period at the end of 2020, the extent to which the U.K. may elect to implement or mirror future changes in
the E.U. regulatory regime, or to diverge from the current E.U.-influenced regime over time, remains to be seen.
To the
extent that the U.K. and E.U. trading relationship is premised on or influenced by the level of equivalence or
convergence, or where initiatives are jointly designed on the basis of cooperation and shared outcomes, the E.U.
regulatory regime may continue to have a significant effect on the regime which the U.K. government and regulators
elect to implement.
Legislative reforms are being introduced in the U.K. under the Financial Services and Markets Bill
published in July 2022 and the "Edinburgh Reforms" of U.K. financial services unveiled in December 2022.
The timing
and details for the implementation of such reforms are not yet known, but these are expected to become clearer during
the course of 2023.
There remains unavoidable uncertainty related to the full effect of any divergence between E.U and
U.K. regimes, and depending on the nature of any changes, any of these effects could adversely affect our business,
financial condition and results of operations.
For more information on our exposure to foreign currency risk, see "Foreign Currency Risk" in "Item 7A.
Quantitative and Qualitative Disclosures About Market Risk."
business abroad or otherwise obtaining favorable treatment.
The continuing impact of the COVID-19 pandemic remains uncertain and may adversely impact our business, financial condition and results of operations.
or overriding of controls, or fraud.
We may not be able to achieve the cost savings target of our Future Forward program.
We recently announced an initiative, initially branded as our Enterprise Transformation Program and now branded as Future Forward, intended to achieve significant cost savings across the enterprise.
As recently announced, we have increased the cash savings target under Future Forward, from $500 million to $1,250 million (prior to the effects of the proposed spin-off of our Merchant business, which we believe will reduce the available savings) through the end of 2024.
We may not be able to achieve this cost savings target on our desired timeframe, or at all, for many reasons, including contractual constraints, potential operational disruptions to our business, or unanticipated business costs or inefficiencies.
If we are unable to achieve the financial goals set by Future Forward, or if our efforts as part of Future Forward result in unintended disruptions to our business, our business, financial condition and results of operations could be adversely affected.
Pursuant to our annual goodwill impairment test that we began conducting in November 2022 with a quantitative analysis as of October 1, 2022, as supplemented by a further analysis measured as of December 31, 2022, we recorded a total goodwill impairment charge of $17.6 billion in the fourth quarter of 2022 for the Merchant reporting unit.
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 the effectiveness of vaccines and other medical developments to further decrease the spread of COVID-19 and its impact on global and local economies.
Economic activity increased in many areas throughout 2021, including, most notably, an increase in consumer and business spending by digital methods compared to 2020 when the impact of COVID-19 first arose.
In the fourth quarter of 2021, some governmental restrictions were re-imposed based upon a resurgence of COVID-19 in many areas of the U.S. and Europe, which resulted in an adverse impact on payment volumes and transactions compared to those anticipated following the easing of restrictions in the prior two quarters.
In addition, we have continued to see adverse impacts on spending in discretionary spending verticals, including travel, airlines and restaurants.
These changes in spending affected our business, results of operations and financial condition throughout 2021 and will likely continue to have such an impact in 2022, although the magnitude and duration of their ultimate effect is not possible to predict.
The distribution of vaccines against COVID-19 curtailed the impact of the pandemic in 2021 in many of the larger countries in which we do business, but the timing of a complete recovery remains uncertain as new variants of COVID-19 continue to evolve and spread.
Additional uncertainty is added in the U.S. by conflicting federal and state laws, regulations and executive orders regarding whether vaccinations for COVID-19 may be required in the workplace.
Until challenges to these laws are finally decided by the courts, there is uncertainty as to what businesses may require for employees to return to the workplace.
We have modified our business practices to allow for more hybrid schedules as to when employees need to be in the office in an attempt to meet the changes in the workplace in today's world, as well as allowing continued work from home, at least temporarily, where appropriate to accommodate others not taking the vaccine in order to provide a safe workplace.
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 own offices or at client sites, due, among other things, to government work and travel restrictions, including mandatory shutdowns.
In addition, we have extended at times during the pandemic 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
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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.
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, our 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.
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*.*
It is also possible
Any change in economic
Our results may fluctuate from period to period because of the lengthy and unpredictable sales cycle for our software, changes in our mix of licenses and services, activity by competitors, and customer budgeting, operational requirements or renewal cycles.
Particularly with respect to our Capital Markets segment, our operating results may fluctuate from period to period and be difficult to predict in a particular period due to the timing and magnitude of software license sales and other factors.
We offer a decreasing number of our software solutions on a license basis, which means that the customer has the right to run the software on its own or a third party's hardware.
We generally recognize license revenue when the license contract is signed, the software is delivered, and the term has begun.
The value of the license often depends on a number of customer-specific factors, such as the number of customer locations, users or accounts.
The sales cycle for a software license may be lengthy and take unexpected turns.
Thus, it is difficult to predict when software sales will occur or how much revenue they will generate.
Because there are few incremental costs associated with software sales, our operating results may fluctuate from quarter to quarter and year to year due to the timing and magnitude of software sales.
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.
Our results may also vary as a result of pricing pressures, increased cost of equipment, the evolving and unpredictable markets in which our solutions and services are sold, changes in accounting principles, and competitors' new solutions or services.
unauthorized entry and computer viruses.
and also govern certain of our businesses.
The Biden administration has projected that it may expand the reach of this agency.
Federal, state, foreign or industry authorities could adopt laws, rules or regulations affecting
Privacy laws, such as the GDPR in the E.U., continue to develop in unpredictable ways.
The Company is also subject to the California Consumer Privacy Act and laws in various other states, the Brazilian General Personal Data Protection Act, and new privacy laws in India and the Asia Pacific region.
As we increase our international business, we are subject to
If we are unable to obtain such ACH services in the future, that could have a material adverse effect on our business, financial position and results of operations.
An excerpt. Shown here: 40 of 78 rewritten, 40 of 78 added and 40 of 78 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2022 filing and the FY2021 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
112 rewritten, 108 added, 81 removed, 139 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] unless otherwise noted.
See [removed: "Forward-Looking] [added: "Statement Regarding Forward-Looking] Information" and "*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.
Our revenue is primarily derived from a combination of technology and processing [removed: services,] [added: solutions,] transaction fees, professional services and software license fees.
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, Australia, [removed: Brazil, Canada,] [added: Brazil] and [removed: India.][added: Canada.]
These [removed: services,] [added: solutions,] in general, are considered critical to our clients' operations.
As a provider of outsourced solutions, we benefit from multi-year recurring revenue streams, which help moderate the effects of broader year-to-year economic and market [added: changes that otherwise might have a larger impact on our results of operations.]
Although our platform modernization [added: has resulted and] will [added: continue to] result in additional near-term costs, we expect it will [added: continue to] result in improvements in our operational efficiencies over time.
We continue to invest in modernization, innovation and integrated solutions [removed: and services] to meet the demands of the markets we serve and compete with global banks, financial and other technology providers, and emerging technology innovators.
[removed: We anticipate consolidation] [added: Consolidation] within the banking industry [removed: will] [added: has occurred and may] continue, primarily in the form of merger and acquisition activity among financial institutions, which we believe would broadly be detrimental to the profitability of the financial technology industry.
However, consolidation resulting from specific merger and acquisition transactions may be beneficial to [added: our business.]
When a financial institution processing client is involved in a consolidation, we may benefit by their expanding the use of our [removed: services] [added: solutions] if such [removed: services] [added: solutions] are chosen to survive the consolidation and to support the newly combined entity.
Conversely, we may lose revenue if we are providing [removed: services] [added: solutions] to both entities, or if a client of ours is involved in a consolidation and our [removed: services] [added: solutions] are not chosen to [removed: survive the consolidation and 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 in-house some or all of the [removed: services] [added: solutions] that we currently provide or could provide.
We seek to mitigate the risks of consolidations by offering other competitive [removed: services] [added: solutions] to take advantage of specific opportunities at the surviving company.
We continue to see demand in the payments market for innovative solutions that will deliver faster, more convenient payment options in mobile channels, internet applications, in-store cards, and [removed: the growing area of cryptocurrencies.][added: digital currencies.]
The payment processing industry is adopting new technologies, developing new [removed: solutions and services,] [added: solutions,] evolving new business models, and being affected by new market entrants and by an evolving regulatory environment.
As merchants and financial institutions respond to these changes by seeking [removed: services] [added: solutions] to help them enhance their own offerings to consumers, including the ability to accept card-not-present ("CNP") payments in eCommerce and mobile environments as well as contactless cards and mobile wallets at the [removed: point-of-sale,] [added: point of sale,] FIS believes that payment processors will seek to develop additional capabilities in order to serve clients' evolving needs.
However, FIS believes that payment processors, like FIS, that have scalable, integrated business models, provide solutions across the payment processing value chain and utilize broad distribution capabilities will be [removed: best positioned] [added: best-positioned] to enable emerging alternative electronic payment [removed: technologies.][added: technologies in the long term.]
Globally, attacks on information technology [removed: systems] [added: systems, such as those operated by FIS,] continue to grow in frequency, complexity and sophistication.
Through the expertise we have gained with this ongoing focus and [removed: involvement,] [added: investment,] we have developed [added: and offer] fraud, security, risk management and compliance solutions to target [removed: this] [added: the] growth opportunity in the financial services industry.
These policies require management to make estimates, judgments and assumptions that affect the reported [added: amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.]
The most critical judgments required in applying ASC 606, *Revenue Recognition from Customers,* and our revenue recognition policy relate to the determination of [removed: whether we are the principal or the agent with respect to transactions involving third parties, the determination of] distinct performance obligations and the evaluation of the standalone selling price for each performance obligation.
[removed: Contracts containing multiple promised solutions or services require judgment] [added: The determination as] to [removed: determine] whether individual promised solutions or services can be considered distinct or should instead be combined with other promised solutions or services in [removed: the contract.][added: a contract may require judgment.]
[removed: We assess the solutions and services] promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a solution or service (or bundle of solutions or services) that is distinct - i.e., if a solution or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
The transaction price (including any discounts or rebates) is allocated among distinct [removed: goods] [added: solutions] and [removed: services] [added: solutions] in a contract that includes multiple performance obligations based on their relative standalone selling prices.
[added: Assumptions for software asset valuations] 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 consolidated financial statements for discussion of the Payrix acquisition in [removed: 2021, the Virtus acquisition in 2020 and Worldpay acquisition in 2019.][added: 2021.]
The Payrix acquisition [removed: in the current year] is not considered material to warrant additional disclosure regarding estimation uncertainty.
[removed: Based on the results] of [removed: our assessments,] [added: 2020, we recorded] $94 million [removed: of] [added: in] goodwill [added: impairment] related to certain non-strategic businesses [removed: within] [added: in] the Corporate and Other [removed: segment was impaired in 2020.][added: segment.]
For [removed: all other] [added: the remaining] reporting units for all periods presented, goodwill was not impaired.
Our [added: annual] impairment test may first consider qualitative factors to determine whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value.
[removed: If] [added: As a result of the qualitative assessment, if] we conclude that it is more likely than not that the reporting unit's fair value is less than its carrying amount as a result of the qualitative assessment, or we elect to bypass the qualitative assessment for a reporting unit, then we must perform [removed: the] [added: a] quantitative assessment for that reporting unit.
When a quantitative assessment is [removed: triggered,] [added: triggered or elected,] we typically engage third-party valuation specialists to assist us in determining the fair value of the reporting unit based on [removed: a] [added: the] weighted average of [removed: multiple] [added: two] valuation [removed: techniques, typically a combination of] [added: techniques:] an income approach [added: (also known as the discounted cash flow method)] and a market approach.
The income approach used to assess goodwill for impairment is a critical estimate because the forecasted [added: revenue] growth rate [removed: assumption] [added: and margin assumptions] (including long-term growth [removed: assumption)] [added: assumptions)] underlying the estimated future cash flows [removed: is] [added: are] subject to management’s judgment based upon the best available market information, internal forecasts and operating plans.
A deterioration in [removed: this assumption] [added: these assumptions] could adversely impact our results.
For [removed: each of 2021 and 2019,] [added: 2021,] we [removed: began our annual assessment with the] [added: again performed a] qualitative [added: annual] assessment [added: of these reporting units] and concluded that it remained more likely than not that the fair [removed: value of each] [added: values] of [removed: our] [added: these] reporting units continued to exceed their respective carrying amounts.
For [removed: 2020, we began] our [removed: annual assessment for the] Banking [removed: Solutions] and Capital [removed: Market Solutions] [added: Markets] reporting [removed: units with] [added: units, for which previous third-party valuations have historically indicated substantial excess of fair value over carrying amounts, our 2020] qualitative [removed: assessments and] [added: annual assessment] concluded that it remained more likely than not that the fair value of each of the reporting units continued to exceed their respective carrying amounts.
[removed: Based on the qualitative assessments performed for the Banking Solutions and Capital Market Solutions reporting units and] [added: Given] the substantial excess of fair value over carrying [removed: amount in our previous third-party valuations performed in 2015 for the related businesses,] [added: amounts,] we believe the likelihood of obtaining materially different results based on a change of assumptions [removed: is] [added: to be] low.
For [removed: Merchant Solutions,] [added: Merchant,] we began our 2020 annual assessment with a quantitative assessment due to the economic impact of the COVID-19 pandemic on our Merchant [removed: Solutions] business and its primary operations being recently acquired as part of the Worldpay acquisition.
As a result of the assessment, the fair value of the reporting unit was estimated to be in excess of its [added: carrying amount by approximately 4%.]
The U.S. and Europe, the two largest geographic areas for our businesses, are experiencing slower economic growth and higher rates of inflation than in recent years.
In 2022, we began to experience lengthening sales cycles in Banking and Capital Markets, particularly across large transactions with a total contract value in excess of $50 million.
We also experienced increased wages and benefits costs compared to 2021, which management believes is in part due to inflation and in part due to competitive job markets for the skilled employees who support our businesses.
We experienced increases in non-labor-related costs compared to 2021 as well.
Given the nature of our varied businesses, the magnitude of future effects of slower economic growth, including elongated sales cycles, and of inflation are difficult to predict, although they have had and are expected to continue to have an adverse effect on our results of operations.
In 2022, the strengthening of the U.S. dollar had, and, to the degree it continues to strengthen, is expected to continue to have, a negative impact on our revenue and earnings, and rising interest rates had, and are expected to continue to have, a negative impact on our earnings.
In 2022, we also recorded a goodwill impairment charge of $17.6 billion related to the Merchant Solutions reporting unit.
The impairment reflects our intermediate-term expectation of lower growth in the segment, particularly related to the SMB sub-segment.
See "*Goodwill Impairment*" in our Critical Accounting Policies and Note 6 to the consolidated financial statements for further details.
The Merchant segment posted revenue growth of 6% in 2022 compared to the prior year, net of (3%) growth impact of unfavorable foreign currency movements, with a deceleration over the second half of the year, particularly in the fourth quarter.
The slowing growth primarily reflects a decline in SMB sub-segment revenues, attributable to slower economic growth and competitive pressures.
Additionally, our Enterprise sub-segment was negatively impacted by a decline in U.K.- derived revenue, principally reflecting softer economic conditions in the region.
We anticipate these trends to continue into 2023.
In addition, the war in Ukraine has negatively affected, and as long as it continues will continue to negatively affect, our Merchant business.
As a result of the factors noted above, for the Company as a whole, we expect 2023 revenue growth will be substantially slower than 2022, and we expect to experience margin compression in 2023 as compared to 2022.
Over the longer term, we
expect improvements in revenue growth and margins in response to improving economic conditions and planned management actions, including our Future Forward program discussed below.
On February 13, 2023, we announced plans to spin off our Merchant Solutions business.
The planned separation is intended to create two independent, publicly traded companies with enhanced strategic and operational focus and to enable more tailored capital allocation and investment decisions to unlock growth.
While we believe the spin-off will be beneficial to both FIS and, following the spin, to the Merchant business, and therefore indirectly to our shareholders, it will result in some one-time costs and revenue and expense dis-synergies.
The latter are expected to include higher interest expense as a result of replacing lower coupon FIS debt with higher coupon Merchant debt, in part due to the current interest rate environment.
FIS and SpinCo are expected to maintain a commercial relationship to ensure continuity for clients.
We expect the spin-off to be completed within the next 12 months.
The proposed spin-off is subject to customary conditions, including final approval by our Board of Directors, receipt of a tax opinion and a private letter ruling from the Internal Revenue Service, the filing and effectiveness of a Form 10 registration statement with the SEC and obtaining of all required regulatory approvals.
No assurance can be given that a spin-off will in fact occur, or that it will achieve the anticipated benefits, on our desired timetable or at all.
See "Risk Factors—Risks Related to the Planned Spin-Off of our Merchant Business" in Item 1A of this Annual Report.
In November 2022, we launched an enterprise-wide efficiency program, Future Forward, with a focus on streamlining operations, accelerating time to market of new solutions and improving profitability and cash flow.
We are targeting cash savings from Future Forward of $1.25 billion by year-end 2024, consisting of $600 million of operating expense savings (run rate as of end of 2024), $300 million of capital expense savings (run rate as of end of 2024) and $350 million of cumulative savings by year-end 2024 from the reduction or elimination of acquisition, integration and transformation-related expenses, in each case prior to the effects of the proposed spin-off of the Merchant Solutions business, which we believe will reduce the available savings.
We maintain significant focus on and investment in information security that is designed to mitigate threats to our systems and solutions.
We assess the solutions and services
Pursuant to our annual goodwill impairment test performed as of October 1, 2022, and supplemented by a further impairment test performed as of December 31, 2022, we recorded a total goodwill impairment charge of $17.6 billion in the fourth quarter of 2022 for the Merchant reporting unit.
In the fourth quarter
The income approach is also particularly sensitive to the risk-adjusted discount rate selected.
For 2022, we performed a quantitative annual assessment which again concluded that the fair values of these reporting units substantially exceeded their respective carrying amounts.
We believe the discount rate used in our 2020 quantitative test was commensurate with the risks and uncertainties inherent in the Merchant business and in our internally developed forecasts, though the rate is subject to change in future periods based on changes in the U.S. Treasury rate, inflation, and other factors.
As a result of this quantitative assessment, we determined that goodwill was not impaired as of December 31, 2020.
For 2021, we began our annual assessment of the Merchant reporting unit with a qualitative assessment and concluded that it remained more likely than not that the fair value of the reporting unit continued to exceed its carrying amount.
Thus, we determined that goodwill was not impaired as of December 31, 2021.
We elected to begin our 2022 annual Merchant reporting unit assessment with a quantitative assessment.
We began this assessment by considering the projected impact of worsening macroeconomic conditions, including rising interest rates, inflation, and slowing growth in the U.S. and Europe, as well as a sustained decline in our market capitalization and the effects of changing market dynamics.
The distribution of vaccines against COVID-19 curtailed the impact of the pandemic in 2021 in many of the larger countries in which we do business, but the timing of a complete recovery remains uncertain as new variants of COVID-19 continue to impact consumer spending.
Economic activity increased in many areas throughout 2021, including, most notably, an increase in consumer and business spending by digital methods compared to 2020 when the impact of COVID-19 first arose.
In the fourth quarter of 2021, some governmental restrictions were re-imposed based upon a resurgence of variants of COVID-19 in many areas of the U.S. and Europe, which resulted in an adverse impact on payment volumes and transactions over those anticipated following the easing of restrictions in the prior two quarters.
In addition, we have continued to see adverse impacts on spending in discretionary spending verticals, including travel, airlines and restaurants, although the impact has lessened compared to 2020.
These changes in spending affected our business, results of operations and financial condition throughout 2021 and will likely continue to have an impact in 2022, although the magnitude and duration of their ultimate effect is not possible to predict.
We extended higher-than-usual levels of credit to our merchant clients during the first part of the pandemic as part of funds settlement in connection with payments to their customers, for, among other things, refunds for cancelled trips as cases of COVID-19 spread across the globe.
The level of credit extended to our merchant clients has since normalized.
We are potentially 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.
Our potential liability for chargebacks did not have a material impact on our liquidity for the three- and twelve-month periods ended December 31, 2021, and we continue to monitor for impact on our liquidity, results of operations and financial condition.
[Table of Content](#iba352ad7bb8345f2a6e64fdbde6d068d_7)
changes that otherwise might have a larger impact on our results of operations.
Over the last five years, we have moved over 80% of our server compute, primarily in North America, to our FIS cloud located in our strategic data centers.
This allows us to further enhance security for our clients' data and increases the flexibility and speed with which we can provide solutions and services to our clients, at lesser cost.
We have also completed our data center consolidation program in 2021, generating savings for the Company of over $250 million in run-rate annual expense since the program's inception in mid-2016.
We have increased our investments in these areas in each of the last three years.
We will also be developing software that will accelerate bringing new capabilities and innovation to market.
In addition, we are investing in the development of new solutions and venture opportunities by establishing FIS Impact Ventures.
This group prioritizes development of, and investment in, next-generation technology and innovation.
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.
For example, when the COVID-19 variants impacted India in the second quarter, we rolled out several benefits to help our employees there, including providing vaccines to over 15,000 employees and dependents.
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, 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.
While FIS has outfitted employees to provide services from home or transferred work to other locations, we recently began a limited reopening of offices in certain locations where the COVD-19 infection rates have been significantly reduced.
In many locations, a hybrid work status will allow employees to work from home and the office.
The COVID-19 pandemic has resulted in accelerating digitization of banking and payment services by requiring, in many cases, banks and bank customers to transact through digital channels.
our business.
As of the end of 2021, our achievement of revenue synergies from the Worldpay acquisition have exceeded our targets, driven by successful cross-sell of our heritage FIS solutions into heritage Worldpay clients and 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.
The COVID-19 pandemic has accelerated digitization of payment services by requiring, in many cases, businesses and consumers to transact through digital channels.
Such attacks have become a point of focus for individuals, businesses and governmental entities.
The objectives of these attacks include, among other things, gaining unauthorized access to systems to facilitate financial fraud, disrupt operations, cause denial of service events, corrupt data, and steal non-public information.
As part of our business, we electronically receive, process, store and transmit a wide range of confidential information, including sensitive customer information and personal consumer data.
We also operate payment, cash access and prepaid card systems.
FIS remains focused on making strategic investments in information security to protect our clients and our information systems.
These investments include both capital expenditures and operating expense related to hardware, software, personnel and consulting services.
We also participate in industry and governmental initiatives to improve information security for our clients.
amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.
The Company generates revenue in a number of ways, including from the delivery of account- or transaction-based processing, SaaS, BPaaS, cloud offerings, software licensing, software-related services and professional services.
Certain contracts contain non-standard terms that require judgment to determine the appropriate impact on revenue recognition.
An excerpt. Shown here: 40 of 112 rewritten, 40 of 108 added and 40 of 81 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 FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
24 rewritten, 0 added, 2 removed, 30 unchanged
Our fixed-rate senior notes (as included in Note 12 to the consolidated financial statements) represent the majority of our fixed-rate long-term debt obligations as of December 31, [removed: 2021.][added: 2022.]
The carrying value, excluding the fair value of the interest rate swaps described below and unamortized discounts, of our senior notes was [removed: $16.2] [added: $16.7] billion as of December 31, [removed: 2021.][added: 2022.]
The fair value of our senior notes was approximately [removed: $16.8] [added: $14.8] billion as of December 31, [removed: 2021.][added: 2022.]
Our variable-rate risk principally relates to borrowings under our U.S. commercial paper program, Euro-commercial paper program, and Revolving Credit Facility (as included in Note 12 to the consolidated financial statements) and [added: the notional amounts of our] interest rate swaps [removed: on our fixed-rate long-term debt] [added: designated as fair value hedges] (collectively, "variable-rate debt").
At December 31, [removed: 2021,] [added: 2022,] our weighted-average cost of debt was [removed: 0.9%] [added: 2.6%] with a weighted-average maturity of [removed: 5.4] [added: 5.7] years; [removed: 62%] [added: 65%] of our debt was fixed rate, and the remaining [removed: 38%] [added: 35%] was variable-rate [removed: debt.][added: debt, inclusive of fair value adjustments of interest rate swaps.]
A 100 basis-point increase in the weighted-average interest rate on our variable-rate debt would have increased our [removed: 2021] [added: 2022] annual interest expense by [removed: $78] [added: $75] million.
We performed the foregoing sensitivity analysis based solely on the [removed: principal amount] [added: outstanding balance] of our variable-rate debt as of December 31, [removed: 2021.][added: 2022.]
For comparison purposes, based on [removed: principal amounts] [added: the outstanding balance] of [added: our] variable-rate debt [removed: outstanding] as of December 31, [removed: 2020,] [added: 2021,] 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: $51] [added: $78] million.
As of December 31, [removed: 2021,] [added: 2022,] the following interest rate swaps converting the interest rate exposure on certain of our senior notes from fixed to variable [removed: are] [added: were] outstanding (in millions):
| $ | 1,854 | | | | | 2029 - 2031 | | | | | | 2.74 | | % | | | | [removed: 1.70] [added: 6.26] | | % |
| £ | 925 | | | | | 2029 - 2031 | | | | | | 3.00 | | % | | | | [removed: 2.47] [added: 5.88] | | % |
| € | 500 | | | | | 2024 | | | | | | 1.10 | | % | | | | [removed: 0.33] [added: 2.26] | | % |
By entering into the aforementioned swap agreements, we have assumed risks associated with variable interest rates based upon [removed: LIBOR.][added: LIBOR, or Daily Compounded SONIA as applicable based on the phase-out of LIBOR rates, or Euribor.]
A 100 basis-point increase in the 3-month USD LIBOR rate, [added: Daily Compounded SONIA rate (previously] 6-month GBP LIBOR [removed: rate,] [added: rate),] and 3-month Euribor rate, as applicable, for the interest rate swaps outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] would increase our annual interest expense by approximately [removed: $37] [added: $35] million and [removed: $6] [added: $37] million, respectively.
During the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we generated approximately [removed: $2,833] [added: $2,820] million, [removed: $2,432] [added: $2,833] million and [removed: $1,852] [added: $2,432] million, respectively, in revenue denominated in currencies other than the U.S. Dollar.
The major currencies to which our revenue is exposed are the British Pound Sterling, Euro, Brazilian Real, [removed: Indian Rupee and] Australian [removed: Dollar.][added: Dollar and Indian Rupee.]
A 10% 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: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (in millions):
| Currency | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Pound Sterling | | | | | | $ | [removed: 177] [added: 178] | | | | | $ | [removed: 141] [added: 177] | | | | | $ | [removed: 87] [added: 141] | |
| Euro | | | | | | [removed: 34] [added: 31] | | | | | | [removed: 35] [added: 34] | | | | | | [removed: 31] [added: 35] | | |
| Real | | | | | | [removed: 14] [added: 15] | | | | | | [removed: 12] [added: 14] | | | | | | [removed: 16] [added: 12] | | |
| Rupee | | | | | | [removed: 11] [added: 9] | | | | | | [removed: 10] [added: 11] | | | | | | [removed: 11] [added: 10] | | |
| Australian Dollar | | | | | | [removed: 8] [added: 10] | | | | | | [removed: 7] [added: 8] | | | | | | 7 | | |
| Total increase or decrease | | | | | | $ | [removed: 244] [added: 243] | | | | | $ | [removed: 205] [added: 244] | | | | | $ | [removed: 152] [added: 205] | |
Such risks may be exacerbated by the effects of the COVID-19 pandemic.
[Table of Content](#iba352ad7bb8345f2a6e64fdbde6d068d_7)
Item 1. Business
97 rewritten, 44 added, 42 removed, 168 unchanged
Our employees are dedicated to advancing the way the world pays, banks and invests [removed: by applying] [added: through] our [removed: scale, deep expertise] [added: trusted innovation, system performance] and [removed: data-driven insights.][added: flexible architecture.]
Headquartered in Jacksonville, Florida, FIS is a [added: member of the] Fortune 500® [removed: company] and [removed: is a member of] [added: the] Standard & Poor's 500® Index.
FIS is incorporated under the laws of the State of Georgia as Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and our stock is traded under the trading symbol "FIS" on the New York Stock Exchange.
Acquisitions have contributed additional solutions [removed: and services] that complement or enhance our offerings, diversify our client base, expand our geographic coverage, and provide entry into new and attractive adjacent markets that align with our strategic objectives.
FIS reports its financial performance based on the following segments: [removed: Merchant Solutions ("Merchant"),] Banking Solutions ("Banking"), [added: Merchant Solutions ("Merchant"),] Capital Market Solutions ("Capital Markets") and Corporate and Other.
- *Brand.* FIS [removed: has built a] [added: and Worldpay are] highly respected [removed: brand] [added: brands] known globally for innovation and thought leadership in the financial services and merchant sectors.
- *Excellent and Long-term Relationships with Clients.* A significant percentage of [removed: FIS'] [added: our] business with our clients relates to [removed: applications and services] [added: solutions] provided under multi-year, recurring contracts.
*•Modern and Cloud-based Technologies.* FIS leverages the modern architectures of our software applications and our ability to integrate many of our [removed: services] [added: solutions] with the [removed: services] [added: solutions] of others to provide customized solutions that respond to individualized client needs.
[added: Our worldwide presence and global scale enable us to] leverage our array of solution offerings, client relationships, and modern infrastructure to drive revenue growth and operating efficiency.
Our mission is to deliver superior solutions [removed: and services] to our clients and to expand our client base to generate sustained revenue and earnings growth for our shareholders.
- *Build, Buy, or Partner to Add Solutions to Win New Clients and Cross-sell to Existing Clients.* We continue to invest in 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] to existing clients and to capture the interest of new clients.
- *Support Our Clients Through Innovation.* Changing market dynamics, particularly in the areas of digital delivery, information security and regulation, are transforming the way our clients operate, which is driving incremental demand for our integrated solutions [removed: and services] built around our intellectual property.
- [removed: *Expansive] [added: *Expand] Distribution.* 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.
The Merchant business, in particular, is historically subject to seasonal fluctuations in revenue as a result of consumer spending patterns, with Merchant revenue and profitability [removed: being] [added: generally] strongest in the fourth quarter and weakest in the first quarter.
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Merchant Solutions | | | [removed: $] [added: 4,773] | [removed: 4,496] | | | | | [removed: $] [added: 4,496] | [removed: 3,767] | | | | | [removed: $] [added: 3,767] | [removed: 1,942] | |
| Banking Solutions | | | [removed: 6,396] [added: $] | [added: 6,706] | | | | | [removed: 5,944] [added: $] | [added: 6,396] | | | | | [removed: 5,592] [added: $] | [added: 5,944] | |
| Capital Market Solutions | | | [removed: 2,624] [added: 2,763] | | | | | | [removed: 2,440] [added: 2,624] | | | | | | [removed: 2,318] [added: 2,440] | | |
| Corporate and Other | | | [removed: 361] [added: 286] | | | | | | [removed: 401] [added: 361] | | | | | | [removed: 481] [added: 401] | | |
| Total Consolidated Revenue | | | $ | [removed: 13,877] [added: 14,528] | | | | | $ | [removed: 12,552] [added: 13,877] | | | | | $ | [removed: 10,333] [added: 12,552] | |
Merchant includes all aspects of payment processing, including value-added [removed: services,] [added: solutions,] such as security, fraud prevention, advanced data analytics, foreign currency management and numerous funding options.
Our Merchant clients are highly diversified, including global enterprises, national [removed: retailers,] [added: retailers] and small- to medium-sized businesses ("SMB").
[removed: - *Enterprise.*] [added: *•Enterprise.*] Our enterprise acquiring solutions primarily focus on enabling both card-present and omni-channel payment acceptance for North American clients with more than $5 million in annual [removed: sales volume] [added: revenue] as well as all international clients.
[removed: *•Software-led SMB.*] [added: *•SMB.*] Our [removed: software-led] SMB acquiring solutions primarily focus on North American clients with less than $5 million in annual [removed: sales volume.][added: revenue.]
[removed: Integrating] [added: Distributing] our merchant acquiring capabilities [removed: into software created by partners] [added: through a variety of sales channels] enables us to serve a diversity of industry verticals and sub-verticals.
We sell these solutions [removed: and services] on either a bundled or stand-alone basis.
We provide our clients integrated solutions characterized by multi-year processing contracts that generate [removed: highly] recurring revenue.
We also offer a number of [removed: services] [added: solutions] that are ancillary to the primary applications listed above, including branch automation, back-office support systems and compliance support.
- *Digital, including [removed: Internet,] Mobile and [removed: eBanking.*] [added: Online.*] Our comprehensive suite of retail [removed: delivery] [added: and commercial] applications enables financial institutions to [removed: integrate and] streamline [added: and integrate] customer-facing operations [removed: and] [added: with] back-office processes, thereby improving customer [removed: interaction] [added: experience] across [removed: all] channels (e.g., [removed: branch offices,] [added: branch,] internet, mobile, ATM, and call centers).
FIS' focus on [added: real-time] consumer access has driven significant market innovation in [removed: this area, with multi-channel and multi-host solutions] [added: multi-channel, API-enabled embedded] and [added: multi-hosted solutions, underpinned by] a strategy that provides tight integration [removed: of services] and a seamless customer experience.
[removed: Digital One is] [added: Our digital offerings are] integrated [removed: into several of the] [added: with] core banking platforms offered by FIS and [removed: is] [added: are] also offered to customers of non-FIS core [removed: banking] systems.
Our risk management [removed: services] [added: solutions] 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 [removed: deposit] [added: deposit, card and other] transactions for financial institutions.
- *Card and Retail [removed: Payment.*] [added: Payments.*] Our card and retail payment technology [removed: and services] [added: solutions] allow clients to issue VISA®, MasterCard® or other payment network-branded credit and debit cards or other electronic payment cards for use by both consumer and business accounts.
Our integrated [removed: services] [added: solutions] range from card production and activation to processing to an extensive range of fraud management [removed: services] [added: solutions] and value-added loyalty programs designed to [removed: increase card usage and fee-based revenue for financial institutions and merchants.]
We are also a leading provider of prepaid card [removed: services,] [added: solutions,] which include digital cards, gift cards and reloadable cards, with end-to-end solutions for development, processing and administration of stored-value programs, including government benefit programs.
We provide solutions for client acquisition, transaction management, trust accounting and recordkeeping that can be deployed [removed: stand-alone or] [added: stand-alone,] as part of an integrated wealth or retirement platform, or on an outsourced basis.
*•Item Processing and Output [removed: Services.*] [added: Solutions.*] Our item processing [removed: services] [added: solutions] 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.
We offer a number of output [removed: services] [added: solutions] that are ancillary to the primary solutions we provide, including print and mail capabilities, document composition software and solutions, and card personalization fulfillment [removed: services.][added: solutions.]
Our print and mail [removed: services] [added: solutions] offer complete computer output solutions for the creation, management and delivery of print and fulfillment [added: needs.]
FIS is a leading provider of technology solutions for financial institutions and businesses of all sizes and across any industry globally.
We enable the movement of commerce by unlocking the financial technology that powers the world's economy.
Our innovative digital banking capabilities are now available to financial institutions of all sizes with continually expanding functionality.
Card-based volumes continue to increase, driven by both the number of transactions per month and the value of those transactions.
increase card usage and fee-based revenue for financial institutions and merchants.
We offer these clients payment acceptance through our software partners or direct integration.
On February 13, 2023, we announced our plans to spin off the Merchant business ("Spin-Co"), with the intention to create a new, publicly traded company.
We expect the spin-off to be completed within the next 12 months.
The proposed spin-off
is subject to customary conditions, including final approval by our Board of Directors, receipt of a tax opinion and a
private letter ruling from the Internal Revenue Service, the filing and effectiveness of a Form 10 registration statement
with the SEC and obtaining of all required regulatory approvals.
Through this transaction, FIS shareholders would receive a pro rata distribution of shares of SpinCo stock in a transaction that is expected to be tax-free to FIS and its shareholders for U.S. federal income tax purposes.
The actual number of shares to be distributed to FIS shareholders will be determined prior to closing, as will the specific transaction structure.
No assurance can be given that a spin-off will in fact occur on our desired timetable or at all.
See "Risk Factors—Risks Related to the Planned Spin-Off of our Merchant Business" in Item 1A of this Annual Report and "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Trends and Conditions."
Capital Markets clients purchase our solutions in various ways including via a recurring subscription model or software as a service (SaaS) where the technology is cloud-hosted and managed by FIS, licensing and managing technology "in-house," and through business process as a service (BPaaS) relationships, where Capital Markets manages both the software and select managed services for the client.
- *Investment Operations and Data Services*.
We offer solutions that support institutional investors and asset managers across all asset classes, including private equity, hedge, credit, and traditional, in addition to fund administrators and securities transfer agents.
- *Lending*.
Our lending solutions offer full life-cycle commercial lending functionality from loan origination, commercial credit assessment and customer risk rating to loan servicing and data analytics.
We also offer the leveraged and syndicated loan markets solutions that manage amendments, secondary market trading, deal management and bookrunning.
In the Asset Finance space, we offer a single, end-to-end leasing platform that helps Auto and Equipment Finance companies manage the entire financing process, supporting origination and pricing, credit decisioning, contract management, servicing and collections.
- *Trading and Processing*.
These offerings provide advanced trade life-cycle management, including market making and risk management, cleared derivatives processing, securities processing and securities finance for the broker-dealer community, tax processing, and regulatory compliance, including anti-money laundering (AML) and trade surveillance.
Our risk portfolio of solutions manages market and credit risk and regulatory compliance for banks and actuarial risk for insurance firms.
or sell.
- *Anti-Money Laundering.* The Company is subject to, both directly and indirectly, various anti-money laundering laws and regulations such as the Bank Secrecy Act in the United States and the Criminal Finances Act 2017 in the U.K. These laws, among other requirements, impose obligations to develop and implement risk-based anti-money laundering programs, file regulatory reports on large cash transactions and suspicious activity and collect and maintain certain records related to customers and transactions.
Many U.S. states have similar laws that overlap with, and in some cases diverge from, U.S. federal and international laws.
While these federal, state and international laws are broadly consistent, there may be circumstances where the requirements of a particular jurisdiction conflict with those of other jurisdictions.
As these laws continue to develop and expand, our investment in compliance with these laws continues to grow as does the cost of ongoing compliance.
Similar programs exist in a number of other jurisdictions, most notably the Office of Financial Sanctions Implementation (OFSI) in the U.K., European Union Sanctions, and United Nations Sanctions.
- *Privacy and Data Protection.* The Company is subject to an increasing number of privacy and data protection laws, regulations and directives globally, including the General Data Protection Regulation (GDPR) in the European Union ("EU"); the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Personal Data Privacy and Online Monitoring Act (CTDPA), the Utah Consumer Privacy Act, the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), and the Health Insurance Portability and Accountability Act (HIPAA) in the United States; the United Kingdom’s General Data Protection Regulation (UK GDPR) and Data Protection Act 2018; the General Personal Data Protection Act (LGPD) in Brazil; the China Personal Information Protection Law (PIPL); and the Japanese Act on the Protection of Personal Information (APPI) (referred to collectively as "Privacy Laws").
The Financial Crimes
We maintain significant focus on and investment in information security that is designed to mitigate threats to our systems and solutions.
This includes investments in FIS defense-in-depth strategy utilizing best in class perimeter, remote access, endpoint, and identity controls along with investments in the FIS Cyber Fusion Center which provides 24x7x365 cybersecurity monitoring and incident response.
Oversight of the FIS Inclusion & Diversity strategy is led by the Chief Inclusion & Diversity Officer and championed by an Enterprise Inclusion & Diversity Council chaired by the Chief People Officer and includes participation and leadership of senior executives of the Company.
Along with our clients and communities, our people are primary stakeholders in our organization, and so we place a strategic priority on developing our talent and fostering a culture aligned with our corporate values and in which colleagues receive the support needed to grow their careers.
Our talent development program provides an enterprise-wide, systematic foundation for career development tied to learning paths that enable skills acquisition.
Our talent practices are based on a future-focused development approach to equip FIS colleagues and leaders with the skills required to enable business growth and exceed the needs of our clients.
FIS is a leading provider of technology solutions for merchants, banks, and capital markets firms globally.
Our worldwide presence and global scale enable us to
[Table of Content](#iba352ad7bb8345f2a6e64fdbde6d068d_7)
As a result of the Company's acquisition of Worldpay on July 31, 2019, 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.
These operations represented approximately 3% of 2020 revenue and were recast in all prior-period segment information presented.
The novel coronavirus and its variants ("COVID-19" or "the pandemic") adversely impacted revenue particularly in Merchant beginning in February 2020 and has had some impact on seasonality seen in past years.
These clients typically leverage software to accept payments, and we employ independent software vendor ("ISV") and other partnership models to distribute our solutions and services to these clients.
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.
Card transactions continue to increase as a percentage of total point-of-sale payments, which fuels continuing demand for card-related services.
needs.
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 procuring fully outsourced end-to-end solutions.
The breadth of our offerings also facilitates advanced business intelligence and market data distribution based on our extensive market data access.
- *Global Trading*.
Our trading solutions provide trade execution, data and network solutions to financial institutions, corporations and municipalities in North America, Europe and other global markets across a variety of asset classes.
Our trade execution and network solutions help both buy- and sell-side firms improve execution quality, decrease overall execution costs and address trade connectivity challenges.
- *Asset Management and Insurance*.
Our insurance solutions help support front-office and 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, and reinsurance.
During
the years ended December 31, 2021, 2020 and 2019, we incurred research and development costs that were non-capitalizable of approximately 2% to 4% of revenue.
Stock Exchange, also have regulatory or oversight authority over our broker-dealer.
which may require banks and authorized payments providers in our Merchant business to modify current pricing and fee structures in the European Union ("E.U.").
Similar anti-money laundering laws, including the U.K. Criminal Finances Act, apply to movements of currency and payments through electronic transactions and to dealings with persons specified in lists maintained by the country equivalents to OFAC in several other countries.
In June 2021, the European Commission issued new Standard Contractual Clauses ("SCCs"), and the European Data Protection Board ("EDPB") issued the final version of its recommendations in response to the Court of Justice of the European Union's decision in *Data Protection Commissioner v.
Facebook Ireland Ltd, Maximilian Schrems* (known as the "Schrems II" case).
These new clauses and guidance require us to update contracts with third parties, to implement new processes, and to undertake supplemental measures for transfers of personal information to certain countries, including the U.S. The U.K. Information Commissioner's Office ("ICO") has announced that the U.K. will issue separate revised SCCs as a result of the breach.
Compliance with these new and evolving regulations may require us to change our policies, procedures and operational infrastructure, which could be time-consuming and costly.
The GDPR also imposes significant penalties for non-compliance.
Further, certain operations of the Company became subject to the Brazilian General Personal Data Protection Act in August 2020 and the Chinese Personal Information Protection Law in November 2021.
The Company has adopted a comprehensive global privacy program to assess and manage these evolving risks and continues to monitor new data privacy laws throughout the jurisdictions in which we do business, including data localization requirements in applicable jurisdictions.
In addition, our businesses are increasingly subject to laws and regulations relating to surveillance, encryption and data onshoring in the jurisdictions in which we operate.
Compliance with these laws and regulations may require us to change our technology for information security, operational infrastructure, policies and procedures, which could be time-consuming and costly.
information in the consumer's file, to conduct a reasonable investigation within statutory timelines.
These investments include both capital expenditures and operating expenses related to hardware, software, personnel and consulting services.
We also participate in industry and governmental initiatives to improve information security for our clients.
For more information on Information Security, see "Item 7.
*Management's Discussion and Analysis of Financial Condition and Results of Operations*."
FIS Cares is a colleague-funded giving program designed to help our employees in times of need.
Our colleagues are primary stakeholders in our organization, and we are strategic in attracting talent that adds to our collective strengths to innovate and deliver an exemplary client experience.
An excerpt. Shown here: 40 of 97 rewritten, 40 of 44 added and 40 of 42 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2022 filing and the FY2021 filing.
Cover and table of contents
31 rewritten, 10 added, 8 removed, 71 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: 601] [added: 347] Riverside Avenue
Jacksonville, Florida [removed: 32204][added: 32202]
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in [removed: Rule 12b-2 of the Exchange Act.]
| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | | | Non-accelerated filer ☐ [removed: (Do not check if a smaller reporting company)] | | | Smaller reporting company | | | ☐ | | | Emerging growth company | | | ☐ | | | | | |
As of June 30, [removed: 2021,] [added: 2022,] 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: $87,314,922,669] [added: $55,312,349,126] based on the closing sale price of [removed: $141.67] [added: $91.67] 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: 609,590,707] [added: 591,935,473] as of February [removed: 21, 2022.][added: 22, 2023.]
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: 2021,] [added: 2022,] to be filed within 120 days after the close of the fiscal year that is the subject of this Report.
[removed: 2021] [added: 2022] FORM 10-K ANNUAL REPORT
| [Item [removed: 1.](#iba352ad7bb8345f2a6e64fdbde6d068d_13)] [added: 1.](#i0af884029fd6462397046ec1bc6ac22a_13)] | | | [removed: [Business](#iba352ad7bb8345f2a6e64fdbde6d068d_13)] [added: [Business](#i0af884029fd6462397046ec1bc6ac22a_13)] | | | [removed: [2](#iba352ad7bb8345f2a6e64fdbde6d068d_13)] [added: [2](#i0af884029fd6462397046ec1bc6ac22a_13)] | | |
| [Item [removed: 1A.](#iba352ad7bb8345f2a6e64fdbde6d068d_16)] [added: 1A.](#i0af884029fd6462397046ec1bc6ac22a_16)] | | | [Risk [removed: Factors](#iba352ad7bb8345f2a6e64fdbde6d068d_16)] [added: Factors](#i0af884029fd6462397046ec1bc6ac22a_16)] | | | [removed: [12](#iba352ad7bb8345f2a6e64fdbde6d068d_16)] [added: [13](#i0af884029fd6462397046ec1bc6ac22a_16)] | | |
| [Item [removed: 1B.](#iba352ad7bb8345f2a6e64fdbde6d068d_19)] [added: 1B.](#i0af884029fd6462397046ec1bc6ac22a_19)] | | | [Unresolved Staff [removed: Comments](#iba352ad7bb8345f2a6e64fdbde6d068d_19)] [added: Comments](#i0af884029fd6462397046ec1bc6ac22a_19)] | | | [removed: [29](#iba352ad7bb8345f2a6e64fdbde6d068d_19)] [added: [29](#i0af884029fd6462397046ec1bc6ac22a_19)] | | |
| [Item [removed: 2.](#iba352ad7bb8345f2a6e64fdbde6d068d_22)] [added: 2.](#i0af884029fd6462397046ec1bc6ac22a_22)] | | | [removed: [Properties](#iba352ad7bb8345f2a6e64fdbde6d068d_22)] [added: [Properties](#i0af884029fd6462397046ec1bc6ac22a_22)] | | | [removed: [29](#iba352ad7bb8345f2a6e64fdbde6d068d_22)] [added: [29](#i0af884029fd6462397046ec1bc6ac22a_22)] | | |
| [Item [removed: 3.](#iba352ad7bb8345f2a6e64fdbde6d068d_25)] [added: 3.](#i0af884029fd6462397046ec1bc6ac22a_25)] | | | [Legal [removed: Proceedings](#iba352ad7bb8345f2a6e64fdbde6d068d_25)] [added: Proceedings](#i0af884029fd6462397046ec1bc6ac22a_25)] | | | [removed: [29](#iba352ad7bb8345f2a6e64fdbde6d068d_25)] [added: [29](#i0af884029fd6462397046ec1bc6ac22a_25)] | | |
| [Item [removed: 4.](#iba352ad7bb8345f2a6e64fdbde6d068d_28)] [added: 4.](#i0af884029fd6462397046ec1bc6ac22a_28)] | | | [Mine Safety [removed: Disclosures](#iba352ad7bb8345f2a6e64fdbde6d068d_28)] [added: Disclosures](#i0af884029fd6462397046ec1bc6ac22a_28)] | | | [removed: [29](#iba352ad7bb8345f2a6e64fdbde6d068d_28)] [added: [29](#i0af884029fd6462397046ec1bc6ac22a_28)] | | |
| [Item [removed: 5.](#iba352ad7bb8345f2a6e64fdbde6d068d_34)] [added: 5.](#i0af884029fd6462397046ec1bc6ac22a_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iba352ad7bb8345f2a6e64fdbde6d068d_34)] [added: Securities](#i0af884029fd6462397046ec1bc6ac22a_34)] | | | [removed: [29](#iba352ad7bb8345f2a6e64fdbde6d068d_34)] [added: [29](#i0af884029fd6462397046ec1bc6ac22a_34)] | | |
| [Item [removed: 6.](#iba352ad7bb8345f2a6e64fdbde6d068d_37)] [added: 6.](#i0af884029fd6462397046ec1bc6ac22a_37)] | | | [removed: [Reserved](#iba352ad7bb8345f2a6e64fdbde6d068d_37)] [added: [Reserved](#i0af884029fd6462397046ec1bc6ac22a_37)] | | | [removed: [31](#iba352ad7bb8345f2a6e64fdbde6d068d_37)] [added: [31](#i0af884029fd6462397046ec1bc6ac22a_37)] | | |
| [Item [removed: 7.](#iba352ad7bb8345f2a6e64fdbde6d068d_40)] [added: 7.](#i0af884029fd6462397046ec1bc6ac22a_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iba352ad7bb8345f2a6e64fdbde6d068d_40)] [added: Operations](#i0af884029fd6462397046ec1bc6ac22a_40)] | | | [removed: [31](#iba352ad7bb8345f2a6e64fdbde6d068d_40)] [added: [31](#i0af884029fd6462397046ec1bc6ac22a_40)] | | |
| [Item [removed: 7A.](#iba352ad7bb8345f2a6e64fdbde6d068d_85)] [added: 7A.](#i0af884029fd6462397046ec1bc6ac22a_79)] | | | [Quantitative and Qualitative [removed: Disclosure] [added: Disclosures] About Market [removed: Risks](#iba352ad7bb8345f2a6e64fdbde6d068d_85)] [added: Risk](#i0af884029fd6462397046ec1bc6ac22a_79)] | | | [removed: [41](#iba352ad7bb8345f2a6e64fdbde6d068d_85)] [added: [42](#i0af884029fd6462397046ec1bc6ac22a_79)] | | |
| [Item [removed: 8.](#iba352ad7bb8345f2a6e64fdbde6d068d_97)] [added: 8.](#i0af884029fd6462397046ec1bc6ac22a_91)] | | | [Financial Statements and Supplementary [removed: Data](#iba352ad7bb8345f2a6e64fdbde6d068d_97)] [added: Data](#i0af884029fd6462397046ec1bc6ac22a_91)] | | | [removed: [44](#iba352ad7bb8345f2a6e64fdbde6d068d_97)] [added: [44](#i0af884029fd6462397046ec1bc6ac22a_91)] | | |
| [Item [removed: 9.](#iba352ad7bb8345f2a6e64fdbde6d068d_199)] [added: 9.](#i0af884029fd6462397046ec1bc6ac22a_187)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iba352ad7bb8345f2a6e64fdbde6d068d_199)] [added: Disclosure](#i0af884029fd6462397046ec1bc6ac22a_187)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_199)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_187)] | | |
| [Item [removed: 9A.](#iba352ad7bb8345f2a6e64fdbde6d068d_202)] [added: 9A.](#i0af884029fd6462397046ec1bc6ac22a_190)] | | | [Controls and [removed: Procedures](#iba352ad7bb8345f2a6e64fdbde6d068d_202)] [added: Procedures](#i0af884029fd6462397046ec1bc6ac22a_190)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_202)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_190)] | | |
| [Item [removed: 9B.](#iba352ad7bb8345f2a6e64fdbde6d068d_205)] [added: 9B.](#i0af884029fd6462397046ec1bc6ac22a_193)] | | | [Other [removed: Information](#iba352ad7bb8345f2a6e64fdbde6d068d_205)] [added: Information](#i0af884029fd6462397046ec1bc6ac22a_193)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_205)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_193)] | | |
| [Item [removed: 9C.](#iba352ad7bb8345f2a6e64fdbde6d068d_2207)] [added: 9C.](#i0af884029fd6462397046ec1bc6ac22a_196)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iba352ad7bb8345f2a6e64fdbde6d068d_2207)] [added: Inspections](#i0af884029fd6462397046ec1bc6ac22a_196)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_2207)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_196)] | | |
| [Item [removed: 10.](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: 10.](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [Directors and Executive Officers of the [removed: Registrant](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: Registrant](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] | | |
| [Item [removed: 11.](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: 11.](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [Executive [removed: Compensation](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: Compensation](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] | | |
| [Item [removed: 12.](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: 12.](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: Matters](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] | | |
| [Item [removed: 13.](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: 13.](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: Independence](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] | | |
| [Item [removed: 14](#iba352ad7bb8345f2a6e64fdbde6d068d_211).] [added: 14](#i0af884029fd6462397046ec1bc6ac22a_202).] | | | [Principal Accounting Fees and [removed: Services](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: Services](#i0af884029fd6462397046ec1bc6ac22a_202)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_211)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] | | |
| [Item [removed: 15.](#iba352ad7bb8345f2a6e64fdbde6d068d_217)] [added: 15.](#i0af884029fd6462397046ec1bc6ac22a_208)] | | | [Exhibits and Financial Statement [removed: Schedules](#iba352ad7bb8345f2a6e64fdbde6d068d_217)] [added: Schedules](#i0af884029fd6462397046ec1bc6ac22a_208)] | | | [removed: [88](#iba352ad7bb8345f2a6e64fdbde6d068d_217)] [added: [89](#i0af884029fd6462397046ec1bc6ac22a_208)] | | |
| [Item [removed: 16.](#iba352ad7bb8345f2a6e64fdbde6d068d_220)] [added: 16.](#i0af884029fd6462397046ec1bc6ac22a_211)] | | | [Form 10-K [removed: Summary](#iba352ad7bb8345f2a6e64fdbde6d068d_220)] [added: Summary](#i0af884029fd6462397046ec1bc6ac22a_211)] | | | [removed: [99](#iba352ad7bb8345f2a6e64fdbde6d068d_220)] [added: [100](#i0af884029fd6462397046ec1bc6ac22a_211)] | | |
Rule 12b-2 of the Exchange Act.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| [PART I](#i0af884029fd6462397046ec1bc6ac22a_10) | | | | | | | | |
| [PART II](#i0af884029fd6462397046ec1bc6ac22a_31) | | | | | | | | |
| [PART III](#i0af884029fd6462397046ec1bc6ac22a_199) | | | | | | | | |
| [PART IV](#i0af884029fd6462397046ec1bc6ac22a_205) | | | | | | | | |
| [Signatures](#i0af884029fd6462397046ec1bc6ac22a_214) | | | | | | [101](#i0af884029fd6462397046ec1bc6ac22a_214) | | |
| 1.700% Senior Notes due 2022 | | | | | | FIS22B | | | | | | New York Stock Exchange | | |
| 0.125% Senior Notes due 2022 | | | | | | FIS22C | | | | | | New York Stock Exchange | | |
| [PART I](#iba352ad7bb8345f2a6e64fdbde6d068d_10) | | | | | | | | |
| [PART II](#iba352ad7bb8345f2a6e64fdbde6d068d_31) | | | | | | | | |
| [PART III](#iba352ad7bb8345f2a6e64fdbde6d068d_208) | | | | | | | | |
| [PART IV](#iba352ad7bb8345f2a6e64fdbde6d068d_214) | | | | | | | | |
| [Signatures](#iba352ad7bb8345f2a6e64fdbde6d068d_223) | | | | | | [100](#iba352ad7bb8345f2a6e64fdbde6d068d_223) | | |
[Table of Content](#iba352ad7bb8345f2a6e64fdbde6d068d_7)
Item 2. Properties
2 rewritten, 0 added, 0 removed, 2 unchanged
FIS' corporate headquarters is located at [removed: 601] [added: 347] Riverside Avenue, Jacksonville, Florida.
In addition, FIS owns or leases support centers, data processing facilities and other facilities at approximately [removed: 120] [added: 110] locations.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
4 rewritten, 2 added, 4 removed, 2 unchanged
As of January 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 10,295] [added: 10,020] shareholders of record of our common stock.
In January [removed: 2022,] [added: 2023,] the Board of Directors approved a quarterly dividend [removed: increase] of [removed: 21% to $0.47] [added: $0.52] per share beginning with the first quarter of [removed: 2022.][added: 2023.]
A regular quarterly dividend of [removed: $0.47] [added: $0.52] per common share is payable on March [removed: 25, 2022,] [added: 24, 2023,] to shareholders of record as of the close of business on March [removed: 11, 2022.][added: 10, 2023.]
However, the amount, declaration and payment of future dividends is at the discretion of the Board of Directors and depends on, among other things, our investment opportunities (including potential mergers and acquisitions), results of operations, financial condition, cash requirements, future prospects, [removed: the duration and impact of the COVID-19 pandemic, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions.]
We currently expect to continue to pay quarterly dividends at a target payout ratio consistent with our previously announced capital allocation strategy.
and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions.
We currently expect to continue to pay quarterly dividends.
Consistent with our capital allocation strategy, we plan to increase our annual dividend approximately 20% per year over the
[Table of Content](#iba352ad7bb8345f2a6e64fdbde6d068d_7)
next several years, as compared to approximately 10% per year increases in recent years, to gradually increase our dividend payout ratio, beginning with the quarterly dividend payable in March 2022.
Item 12. of Part III contains information concerning securities authorized for issuance under our equity compensation plans.
5 rewritten, 8 added, 7 removed, 4 unchanged
In January 2021, our Board of Directors approved a [removed: 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 [removed: new] [added: share] repurchase program has no expiration date and may be suspended for periods, amended or discontinued at any time.
The graph below compares the cumulative 5-year total return of holders of Fidelity National Information Services, Inc.'s common stock with the cumulative total returns of the S&P 500 index and S&P [removed: Supercap] [added: Composite 1500] Data Processing & Outsourced 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: 2016] [added: 2017,] and tracks it through December 31, [removed: 2021.][added: 2022.]
[removed: ][added: ]
Under the share repurchase program, the Company repurchased approximately 21 million shares for an aggregate of $1.8 billion in 2022 and approximately 15 million shares for an aggregate of $2.0 billion during 2021.
Approximately 64 million shares remain available for repurchase as of December 31, 2022.
| | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| Fidelity National Information Services, Inc. | | | 100 | | | 110.32 | | | 151.33 | | | 155.50 | | | 121.45 | | | 77.18 | | |
| S&P 500 | | | 100 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.89 | | |
| S&P Composite 1500 Data Processing & Outsourced Services | | | 100 | | | 113.64 | | | 164.31 | | | 204.73 | | | 197.48 | | | 164.76 | | |
The share repurchase plan approved by the Board of Directors in 2017 expired as of December 31, 2020.
Management temporarily suspended share repurchases during 2020 as a result of the Worldpay transaction to accelerate debt repayment.
[Table of Content](#iba352ad7bb8345f2a6e64fdbde6d068d_7)
| | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | |
| Fidelity National Information Services, Inc. | | | 100 | | | 126.03 | | | 139.04 | | | 190.72 | | | 195.98 | | | 153.07 | | |
| S&P 500 | | | 100 | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.41 | | |
| S&P Supercap Data Processing & Outsourced Services | | | 100 | | | 140.86 | | | 161.14 | | | 232.03 | | | 287.36 | | | 278.22 | | |
Item 8. Financial Statements and Supplementary Data
518 rewritten, 223 added, 162 removed, 825 unchanged
| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#iba352ad7bb8345f2a6e64fdbde6d068d_103)] [added: Reporting](#i0af884029fd6462397046ec1bc6ac22a_97)] KPMG [removed: LLP,Jacksonville,] [added: LLP, Jacksonville,] Florida, Auditor Firm ID: 185 | | | [removed: [45](#iba352ad7bb8345f2a6e64fdbde6d068d_103)] [added: [45](#i0af884029fd6462397046ec1bc6ac22a_97)] | | |
| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#iba352ad7bb8345f2a6e64fdbde6d068d_106)] [added: Statements](#i0af884029fd6462397046ec1bc6ac22a_100)] KPMG LLP, Jacksonville, Florida, Auditor Firm ID: 185 | | | [removed: [46](#iba352ad7bb8345f2a6e64fdbde6d068d_106)] [added: [46](#i0af884029fd6462397046ec1bc6ac22a_100)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#iba352ad7bb8345f2a6e64fdbde6d068d_109)] [added: 2021](#i0af884029fd6462397046ec1bc6ac22a_103)] | | | [removed: [48](#iba352ad7bb8345f2a6e64fdbde6d068d_109)] [added: [48](#i0af884029fd6462397046ec1bc6ac22a_103)] | | |
| [Consolidated Statements of [removed: Earnings] [added: Equity] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#iba352ad7bb8345f2a6e64fdbde6d068d_112)] [added: 2020](#i0af884029fd6462397046ec1bc6ac22a_112)] | | | [removed: [49](#iba352ad7bb8345f2a6e64fdbde6d068d_112)] [added: [51](#i0af884029fd6462397046ec1bc6ac22a_112)] | | |
| [Consolidated Statements of Comprehensive Earnings [added: (Loss)] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#iba352ad7bb8345f2a6e64fdbde6d068d_115)] [added: 2020](#i0af884029fd6462397046ec1bc6ac22a_109)] | | | [removed: [50](#iba352ad7bb8345f2a6e64fdbde6d068d_115)] [added: [50](#i0af884029fd6462397046ec1bc6ac22a_109)] | | |
| [Consolidated Statements of [removed: Equity] [added: Earnings (Loss)] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#iba352ad7bb8345f2a6e64fdbde6d068d_118)] [added: 2020](#i0af884029fd6462397046ec1bc6ac22a_106)] | | | [removed: [51](#iba352ad7bb8345f2a6e64fdbde6d068d_118)] [added: [49](#i0af884029fd6462397046ec1bc6ac22a_106)] | | |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#iba352ad7bb8345f2a6e64fdbde6d068d_121)] [added: 2020](#i0af884029fd6462397046ec1bc6ac22a_115)] | | | [removed: [52](#iba352ad7bb8345f2a6e64fdbde6d068d_121)] [added: [52](#i0af884029fd6462397046ec1bc6ac22a_115)] | | |
[removed: | [Notes to Consolidated Financial Statements](#iba352ad7bb8345f2a6e64fdbde6d068d_124) | | | [53](#iba352ad7bb8345f2a6e64fdbde6d068d_124) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)]
[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Public Accounting Firm]
We have audited Fidelity National Information Services, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of [removed: earnings,] [added: earnings (loss),] comprehensive [removed: earnings,] [added: earnings (loss),] equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 23, 2022] [added: 27, 2023] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of [removed: earnings,] [added: earnings (loss),] comprehensive [removed: earnings,] [added: earnings (loss),] equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 23, 2022] [added: 27, 2023] expressed an unqualified opinion on the effectiveness of the [removed: Company's] [added: Company’s] internal control over financial reporting.
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which it relates.
December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]
| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Cash and cash equivalents | | | $ | [removed: 2,010] [added: 2,188] | | | | | $ | [removed: 1,959] [added: 2,010] | |
| Settlement assets | | | [removed: 4,020] [added: 5,855] | | | | | | [removed: 3,914] [added: 4,020] | | |
| Trade receivables, net of allowance for credit losses of [removed: $76] [added: $75] and [removed: $82,] [added: $76,] respectively | | | [removed: 3,772] [added: 3,699] | | | | | | [removed: 3,314] [added: 3,772] | | |
| Other receivables | | | [removed: 355] [added: 493] | | | | | | [removed: 317] [added: 355] | | |
| Prepaid expenses and other current assets | | | [removed: 551] [added: 583] | | | | | | [removed: 394] [added: 551] | | |
| Total current assets | | | [removed: 10,708] [added: 12,818] | | | | | | [removed: 9,898] [added: 10,708] | | |
| Property and equipment, net | | | [removed: 949] [added: 862] | | | | | | [removed: 887] [added: 949] | | |
| Goodwill | | | [removed: 53,330] [added: 34,276] | | | | | | [removed: 53,268] [added: 53,330] | | |
| Intangible assets, net | | | [removed: 11,539] [added: 8,956] | | | | | | [removed: 13,928] [added: 11,539] | | |
| Software, net | | | [removed: 3,299] [added: 3,238] | | | | | | [removed: 3,370] [added: 3,299] | | |
| Other noncurrent assets | | | [removed: 2,137] [added: 2,048] | | | | | | [removed: 1,574] [added: 2,137] | | |
| Deferred contract costs, net | | | [removed: 969] [added: 1,080] | | | | | | [removed: 917] [added: 969] | | |
| Total assets | | | $ | [removed: 82,931] [added: 63,278] | | | | | $ | [removed: 83,842] [added: 82,931] | |
| Accounts payable, accrued and other liabilities | | | $ | [removed: 2,864] [added: 2,754] | | | | | $ | [removed: 2,482] [added: 2,864] | |
| Settlement payables | | | [removed: 5,295] [added: 6,752] | | | | | | [removed: 4,934] [added: 5,295] | | |
| Deferred revenue | | | [removed: 779] [added: 788] | | | | | | [removed: 881] [added: 779] | | |
| Short-term borrowings | | | [removed: 3,911] [added: 3,797] | | | | | | [removed: 2,750] [added: 3,911] | | |
| Current portion of long-term debt | | | [removed: 1,617] [added: 2,133] | | | | | | [removed: 1,314] [added: 1,617] | | |
| Total current liabilities | | | [removed: 14,466] [added: 16,224] | | | | | | [removed: 12,361] [added: 14,466] | | |
| Long-term debt, excluding current portion | | | [removed: 14,825] [added: 14,207] | | | | | | [removed: 15,951] [added: 14,825] | | |
| Deferred income taxes | | | [removed: 4,193] [added: 3,550] | | | | | | [removed: 4,017] [added: 4,193] | | |
| [Notes to Consolidated Financial Statements](#i0af884029fd6462397046ec1bc6ac22a_118) | | | [53](#i0af884029fd6462397046ec1bc6ac22a_118) | | |
February 27, 2023
Report of Independent Registered Public Accounting Firm
*Goodwill impairment charge for the Merchant Solutions reporting unit*
As discussed in Notes 2(h) and 6 to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis or more frequently if circumstances indicate potential impairment.
The Company estimates the fair value of a reporting unit using a weighting of fair values derived from income and market approaches.
As a result of its annual impairment testing, the Company recorded a goodwill impairment charge for the Merchant Solutions reporting unit of $17.6 billion for the year ended December 31, 2022.
We identified the evaluation of the goodwill impairment charge for the Merchant Solutions reporting unit as a critical audit matter.
A high degree of subjective auditor judgment was required to evaluate the reporting unit’s forecasted revenue growth rates and discount rate used in the income approach.
Changes to these assumptions could have had a significant impact on the estimated fair value of the Merchant Solutions reporting unit.
The following are the primary procedures we performed to address this critical audit matter.
We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's goodwill impairment process, including the controls related to the determination of the reporting unit’s forecasted revenue growth rates and discount rate.
We performed a sensitivity analysis over the reporting unit’s forecasted revenue growth rates and discount rate to assess the impact that changes to the assumptions would have had on the impairment charge.
We evaluated the Merchant Solutions reporting unit's forecasted revenue growth rates by comparing them to:
- the reporting unit’s historical revenues
- internal communications to management and the Board of Directors
- growth rates of comparable companies
- other industry market data
We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the Merchant Solutions reporting unit's discount rate by comparing it to a discount rate that was independently developed using publicly available market data for comparable entities.
February 27, 2023
| | | | 2022 | | | | | | 2021 | | |
Years Ended December 31, 2022, 2021 and 2020
| Foreign currency translation adjustments | | | $ | (2,042) | | | | | | | | | | | $ | (730) | | | | | | | | | | | $ | 1,177 | | | | | | | |
| Change in fair value of net investment hedges | | | 1,395 | | | | | | | | | | | | 1,195 | | | | | | | | | | | | (1,255) | | | | | | | | |
Years ended December 31, 2022, 2021 and 2020
| Net earnings (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,720) | | | | | | — | | | | | | — | | | | | | 7 | | | | | | (16,713) | | |
| Balances, December 31, 2022 | | | 630 | | | | | | (39) | | | | | | 6 | | | | | | 46,735 | | | | | | (14,971) | | | | | | (360) | | | | | | (4,192) | | | | | | 8 | | | | | | 27,226 | | |
Years ended December 31, 2022, 2021 and 2020
| Asset impairments | | | 17,709 | | | | | | 202 | | | | | | 136 | | |
| Settlement of net investment hedge cross-currency interest rate swaps | | | 726 | | | | | | (24) | | | | | | — | | |
| Proceeds from sale of Visa preferred stock | | | 269 | | | | | | — | | | | | | 552 | | |
| Payments on contingent value rights | | | (245) | | | | | | — | | | | | | (691) | | |
| Payments on tax receivable agreement | | | (185) | | | | | | (85) | | | | | | (32) | | |
(1) Organization
FIS is a provider of technology solutions for financial institutions and businesses of all sizes and across any industry globally.
We enable the movement of commerce by unlocking the financial technology that powers the world's economy.
Our employees are dedicated to advancing the way the world pays, banks and invests through our trusted innovation, system performance and flexible architecture.
We help our clients use technology in innovative ways to solve business-critical challenges and deliver superior experiences for their customers.
Noncontrolling interests represent the minority shareholders’ share of the net earnings or loss and equity in consolidated subsidiaries.
The Company’s noncontrolling interests presented in the consolidated statements of earnings (loss) include net earnings (loss) attributable to noncontrolling interests and redeemable noncontrolling interests.
[Table of Content](#iba352ad7bb8345f2a6e64fdbde6d068d_7)
February 23, 2022
| Unrealized gain (loss) on derivatives | | | $ | 10 | | | | | | | | | | | $ | 2 | | | | | | | | | | | $ | (15) | | | | | | | |
| Balances, December 31, 2018 | | | 433 | | | | | | (106) | | | | | | $ | 4 | | | | | $ | 10,800 | | | | | $ | 4,528 | | | | | $ | (430) | | | | | $ | (4,687) | | | | | $ | 7 | | | | | $ | 10,222 | |
| Worldpay acquisition | | | 180 | | | | | | 109 | | | | | | 2 | | | | | | 34,040 | | | | | | — | | | | | | — | | | | | | 5,042 | | | | | | 11 | | | | | | $ | 39,095 | |
| Other | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7) | | | | | | — | | | | | | — | | | | | | — | | | | | | (7) | | |
| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 298 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 303 | | |
| Acquisition-related financing foreign exchange | | | — | | | | | | — | | | | | | (125) | | |
(1) Basis of Presentation
FIS is a leading provider of technology solutions for merchants, banks and capital markets firms globally.
On July 31, 2019, FIS completed the acquisition of Worldpay Inc. ("Worldpay"), and Worldpay's results of operations and financial position are included in the consolidated financial statements from and after the date of acquisition.
See Note 3 for additional discussion.
The Company regularly assesses its portfolio of assets and reclassified certain non-strategic businesses from the Merchant Solutions, Banking Solutions, and Capital Market Solutions segments into the Corporate and Other segment during the year ended December 31, 2020.
These operations represented approximately 3% of 2020 revenue and were recast in all prior-period segment information presented.
See Note 21 for a summary of each segment.
The inputs into management's critical and significant accounting estimates consider the economic impact of the outbreak of the novel coronavirus ("COVID-19") and the subsequently declared COVID-19 pandemic ("the pandemic") by the World Health Organization on March 11, 2020.
The extent to which the pandemic further affects our results of operations and financial position 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 and any recurrence or new strain of COVID-19, its severity, the success of vaccines or other actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
Accordingly, our future results could be materially affected by changes in our estimates.
During 2019, the Company entered into foreign currency forward contracts as well as treasury lock and interest rate swap contracts to reduce the volatility in the Company's cash flows during the period leading up to the Company's debt issuances related to the Worldpay acquisition.
The Company designated these treasury lock and interest rate swap contracts as cash flow hedges.
The amounts included in Accumulated other comprehensive earnings (loss) for the cash flow hedges are reclassified from comprehensive earnings (loss) as an adjustment to Unrealized gain (loss) on derivatives and into interest expense as yield adjustments over the periods in which the related interest payments that were hedged are made.
As of December 31, 2021 and 2020, the Company had no outstanding cash flow hedge contracts.
The change in fair value of the net investment hedges due to remeasurement of the effective portion, net of tax, is recorded as a component of Accumulated other comprehensive earnings (loss).
(e)Trade Receivables
*Change in Accounting Policy*
The Company adopted FASB Accounting Standards Codification ("ASC") Topic 326, *Financial Instruments - Credit Losses* ("Topic 326"), with an adoption date of January 1, 2020.
As a result, the Company changed its accounting policy for allowance for credit losses.
The accounting policy pursuant to Topic 326 for credit losses is disclosed below.
The adoption of Topic 326 resulted in an immaterial cumulative effect adjustment recorded in retained earnings as of January 1, 2020.
While the COVID-19 pandemic did not result in a significant increase in the Company's expected credit loss allowance recorded as of December 31, 2021 and 2020, it is reasonably possible that future developments related to the economic impact of the COVID-19 pandemic could have a material impact on management's estimates.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
guideline public companies.
Based on the results of our assessments, $94 million of goodwill related to certain non-strategic businesses within the Corporate and Other segment was impaired in 2020.
For all other reporting units for all periods presented, goodwill was not impaired.
In addition, due to the continued economic impact of the COVID-19 pandemic, we evaluated if events and circumstances as of December 31, 2021, indicated potential impairment.
However, it is reasonably possible that future developments related to the economic impact of the COVID-19 pandemic on our Merchant Solutions business, such as an extended duration of the pandemic and/or government-imposed shutdowns, prolonged economic downturn or recession, or lack of governmental support for recovery, could have a material impact on one or more of the estimates and assumptions used to evaluate goodwill impairment and could result in future goodwill impairment.
The Company assesses the recorded value of software to be marketed 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 (i.e., a net realizable value analysis) and reviews internal-use software for recoverability pursuant to long-lived asset guidance discussed above.
more likely than not that the Company will not be able to realize the benefits of all or a portion of that deferred income tax asset.
third party.
An excerpt. Shown here: 40 of 518 rewritten, 40 of 223 added and 40 of 162 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
1 rewritten, 0 added, 0 removed, 8 unchanged
Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
Item 15. Exhibits and Financial Statement Schedules
96 rewritten, 5 added, 0 removed, 85 unchanged
| 3.5 | | | [removed: [Fourth] [added: [Fifth] Amended and Restated Bylaws of Fidelity National Information Services, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000113689317000003/exhibit31fisfourthamendeda.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000086/fifthamendedandrestatedbyl.htm)] | | | 8-K | | | 001-16427 | | | 3.1 | | | [removed: 1/27/2017] [added: 4/22/2022] | | | | | |
| [removed: 4.5] [added: 4.24] | | | [removed: [Fourteenth] [added: [Thirty-Eighth] Supplemental Indenture, dated as of July [removed: 10, 2017] [added: 13, 2022] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking [removed: association,] [added: association] as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312517226133/d423875dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex43.htm)] | | | 8-K | | | 001-16427 | | | 4.3 | | | [removed: 7/11/2017] [added: 7/13/2022] | | | | | |
| [removed: 4.6] [added: 4.5] | | | [Fifteenth 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 trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex41.htm) | | | 8-K | | | 001-16427 | | | 4.1 | | | 5/16/2018 | | | | | |
| [removed: 4.7] [added: 4.6] | | | [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 trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312518165068/d568943dex42.htm) | | | 8-K | | | 001-16427 | | | 4.2 | | | 5/16/2018 | | | | | |
| [removed: 4.8] [added: 4.7] | | | [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 trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex42.htm) | | | 8-K | | | 001-16427 | | | 4.2 | | | 5/21/2019 | | | | | |
| [removed: 4.9] [added: 4.8] | | | [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 trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex43.htm) | | | 8-K | | | 001-16427 | | | 4.3 | | | 5/21/2019 | | | | | |
| [removed: 4.10] [added: 4.9] | | | [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 trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex44.htm) | | | 8-K | | | 001-16427 | | | 4.4 | | | 5/21/2019 | | | | | |
| [removed: 4.11] [added: 4.10] | | | [Twenty-First Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex45.htm) | | | 8-K | | | 001-16427 | | | 4.5 | | | 5/21/2019 | | | | | |
| [removed: 4.12] [added: 4.11] | | | [Twenty-Fourth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex48.htm) | | | 8-K | | | 001-16427 | | | 4.8 | | | 5/21/2019 | | | | | |
| [removed: 4.13] [added: 4.12] | | | [Twenty-Fifth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex49.htm) | | | 8-K | | | 001-16427 | | | 4.9 | | | 5/21/2019 | | | | | |
| 4.14 | | | [removed: [Twenty-Sixth] [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/d840608dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex43.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.1] [added: 4.3] | | | 12/3/2019 | | | | | |
| [removed: 4.15] [added: 4.13] | | | [Twenty-Seventh Supplemental Indenture, dated as of December 3, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex42.htm) | | | 8-K | | | 001-16427 | | | 4.2 | | | 12/3/2019 | | | | | |
| [removed: 4.16] [added: 4.15] | | | [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)] | | | 8-K | | | 001-16427 | | | [removed: 4.3] [added: 4.4] | | | 12/3/2019 | | | | | |
| [removed: 4.17] [added: 4.25] | | | [removed: [Twenty-Ninth] [added: [Thirty-Ninth] Supplemental Indenture, dated as of [removed: December 3, 2019] [added: July 13, 2022] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking [removed: association,] [added: association] as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex44.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex44.htm)] | | | 8-K | | | 001-16427 | | | 4.4 | | | [removed: 12/3/2019] [added: 7/13/2022] | | | | | |
| [removed: 4.18] [added: 4.16] | | | [Thirtieth Supplemental Indenture, dated as of March 2, 2021 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/1136893/000119312521065642/d321369dex41.htm) | | | 8-K | | | 001-16427 | | | 4.1 | | | 3/2/2021 | | | | | |
| [removed: 4.19] [added: 4.17] | | | [Thirty-First Supplemental Indenture, dated as of March 2, 2021 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/1136893/000119312521065642/d321369dex42.htm) | | | 8-K | | | 001-16427 | | | 4.2 | | | 3/2/2021 | | | | | |
| [removed: 4.20] [added: 4.18] | | | [Thirty-Second Supplemental Indenture, dated as of March 2, 2021 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/1136893/000119312521065642/d321369dex43.htm) | | | 8-K | | | 001-16427 | | | 4.3 | | | 3/2/2021 | | | | | |
| [removed: 4.21] [added: 4.19] | | | [Thirty-Third Supplemental Indenture, dated as of March 2, 2021 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/1136893/000119312521065642/d321369dex44.htm) | | | 8-K | | | 001-16427 | | | 4.4 | | | 3/2/2021 | | | | | |
| [removed: 4.22] [added: 4.20] | | | [Thirty-Fourth Supplemental Indenture, dated as of March 2, 2021 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/1136893/000119312521065642/d321369dex45.htm) | | | 8-K | | | 001-16427 | | | 4.5 | | | 3/2/2021 | | | | | |
| [removed: 4.23] [added: 4.21] | | | [Thirty-Fifth Supplemental Indenture, dated as of March 2, 2021 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/1136893/000119312521065642/d321369dex46.htm) | | | 8-K | | | 001-16427 | | | 4.6 | | | 3/2/2021 | | | | | |
| [removed: 4.24] [added: 4.26] | | | [Description of the Company's Common Stock registered pursuant to Section 12 of the Securities Exchange Act of 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit425commonstock1.htm) | | | 10-K | | | 001-16427 | | | 4.25 | | | 2/20/2020 | | | | | |
| [removed: 4.25] [added: 4.27] | | | [Description of the Company's [removed: 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.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fisex425-descriptionofseni.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit427fisexhibitxdescr.htm)] | | | [removed: 10-K] | | | [removed: 001-16427] | | | [removed: 4.25] | | | [removed: 2/18/2021] | | | [added: *] | | |
| [removed: 4.26] [added: 4.28] | | | [Description of the Company's 0.750% Senior Notes Due 2023, 1.500% Senior Notes Due 2027, 2.000% Senior Notes Due 2030, 2.950% Senior Notes Due 2039 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/1136893/000113689322000038/exhibit426.htm)] [added: 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000038/exhibit426.htm)] | | | [added: 10-K] | | | [added: 001-16427] | | | [added: 4.26] | | | [added: 2/23/2022] | | | [removed: *] | | |
| [removed: 4.27] [added: 4.29] | | | [Description of the Company's [removed: 0.125% Senior Notes Due 2022,] 0.625% Senior Notes Due 2025, 1.000% Senior Notes Due 2028 and 2.250% Senior Notes Due 2029, registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit428dec2019notes1.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit429fisexhibitxdescr.htm)] | | | [removed: 10-K] | | | [removed: 001-16427] | | | [removed: 4.28] | | | [removed: 2/20/2020] | | | [added: *] | | |
| 10.10 | | | [Amended and Restated Employment [removed: Agreement, effective as of December 29, 2009, by and among] [added: Agreement between] Fidelity National Information Services, Inc. and Gary A. [removed: Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000095012309073780/g21681exv10w1.htm)] [added: Norcross dated October 17, 2022.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000180/final-executioncopyfisgary.htm)] (1) | | | [removed: 8-K] [added: 10-Q] | | | 001-16427 | | | 10.1 | | | [removed: 12/29/2009] [added: 11/4/2022] | | | | | |
| 10.11 | | | [removed: [Amendment No. 1 to Amended and Restated Employment] [added: [Employment] Agreement, effective as of [removed: March 30, 2012,] [added: October 1, 2009,] by and among Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and [removed: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689312000030/exhibit104amendmentno1toam.htm)] [added: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000095012309048017/g20691exv10w13.htm)] (1) | | | [removed: 10-Q] [added: 8-K] | | | 001-16427 | | | [removed: 10.4] [added: 10.13] | | | [removed: 5/4/2012] [added: 10/2/2009] | | | | | |
| 10.12 | | | [Amendment to Employment Agreement, effective as of January [removed: 1, 2015,] [added: 29, 2013,] by and [removed: among] [added: between] Fidelity National Information Services, Inc., and [removed: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689315000006/exhibit10-31norcrossempagr.htm)] [added: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-51fis201310xkwoo.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.31] [added: 10.51] | | | [removed: 2/27/2015] [added: 2/28/2014] | | | | | |
| [removed: 10.13] [added: 10.19] | | | [Amendment to Employment Agreement, effective as of February 23, [removed: 2016,] [added: 2016] by and among Fidelity National Information Services, Inc., and [removed: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/norcrossempagramdexhibit.htm)] [added: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.33] [added: 10.43] | | | 2/26/2016 | | | | | |
| [removed: 10.14] [added: 10.15] | | | [Amendment to Employment Agreement, effective as of May 5, 2018, by and [removed: among] [added: between] Fidelity National Information Services, Inc., and [removed: Gary A. Norcross.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/norcrossgaryamendmentemp.htm)] [added: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/woodallwoodyamendmentemp.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.14] [added: 10.19] | | | 2/21/2019 | | | | | |
| [removed: 10.15] [added: 10.14] | | | [Amendment to Employment Agreement, effective as of [removed: May 21, 2019,] [added: February 23, 2016,] by and [removed: among] [added: between] Fidelity National Information Services, Inc., and [removed: Gary A. Norcross. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000128/ex103norcrossempagramd52.htm)] [added: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/woodallempagramdexhibit1.htm) (1)] | | | [removed: 10-Q] [added: 10-K] | | | 001-16427 | | | [removed: 10.3] [added: 10.37] | | | [removed: 8/6/2019] [added: 2/26/2016] | | | | | |
| 10.16 | | | [removed: [Employment Agreement,] [added: [Amendment to Employment Agreement] effective as of [removed: October 1, 2009, by and among] [added: January 31, 2022 between] Fidelity National Information [removed: Services, Inc.] [added: Services Inc.,] and James W. [removed: Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000095012309048017/g20691exv10w13.htm)] [added: Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000038/exhibit1021woodallwoody-.htm)] (1) | | | [removed: 8-K] [added: 10-K] | | | 001-16427 | | | [removed: 10.13] [added: 10.21] | | | [removed: 10/2/2009] [added: 2/23/2022] | | | | | |
| [removed: 10.17] [added: 10.13] | | | [removed: [Amendment] [added: [Second Amendment] to Employment Agreement, effective as of [removed: January 29,] [added: March 15,] 2013, by and between Fidelity National Information Services, Inc., and James W. [removed: Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-51fis201310xkwoo.htm)] [added: Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit1052fis201310-kwood.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.51] [added: 10.52] | | | 2/28/2014 | | | | | |
| 10.18 | | | [removed: [Second Amendment to Employment] [added: [Employment] Agreement, effective as of [removed: March 15, 2013,] [added: April 16, 2012,] by and [removed: between] [added: among] Fidelity National Information Services, Inc., and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit1052fis201310-kwood.htm)] [added: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1081montanaemployme.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.52] [added: 10.81] | | | [removed: 2/28/2014] [added: 2/26/2013] | | | | | |
| [removed: 10.19] [added: 10.20] | | | [removed: [Amendment to Employment] [added: [Employment] Agreement, effective as of February [removed: 23, 2016,] [added: 1, 2018] by and between Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/woodallempagramdexhibit1.htm)] [added: Marc Mayo.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1034mayoempagrefinal2118.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.37] [added: 10.34] | | | [removed: 2/26/2016] [added: 2/22/2018] | | | | | |
| [removed: 10.20] [added: 10.21] | | | [removed: [Amendment to Employment] [added: [Employment] Agreement, effective as of [removed: May 5, 2018,] [added: February 1, 2018] by and between Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/woodallwoodyamendmentemp.htm)] [added: Bruce Lowthers.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1035lowthersempagrefinal.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.19] [added: 10.35] | | | [removed: 2/21/2019] [added: 2/22/2018] | | | | | |
| [removed: 10.21] [added: 10.28] | | | [Amendment to Employment Agreement effective as of January 31, [removed: 2022] [added: 2022,] between Fidelity National Information [removed: Services] [added: Services,] Inc., and [removed: James W. Woodall.](https://www.sec.gov/Archives/edgar/data/1136893/000113689322000038/exhibit1021woodallwoody-.htm)] [added: Ido Gileadi.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1028gileadiidoame.htm)] (1) | | | | | | | | | | | | | | | * | | |
| [removed: 10.22] [added: 10.23] | | | [Employment Agreement, effective as of [removed: April 16, 2012,] [added: February 1, 2018] by and [removed: among] [added: between] Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and [removed: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1081montanaemployme.htm)] [added: Denise Williams.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1036williamsemployagrfin.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.81] [added: 10.36] | | | [removed: 2/26/2013] [added: 2/22/2018] | | | | | |
| [removed: 10.23] [added: 10.74] | | | [removed: [Amendment to Employment] [added: [Employment] Agreement, effective as of [removed: February 23, 2016] [added: June 1, 2021,] by and [removed: among] [added: between] Fidelity National Information Services, Inc., and [removed: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm) (1)] [added: Thomas K. Warren.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000166/exhibit101warrenthomask-.htm)(1)] | | | [removed: 10-K] [added: 10-Q] | | | 001-16427 | | | [removed: 10.43] [added: 10.1] | | | [removed: 2/26/2016] [added: 8/3/2021] | | | | | |
| [removed: 10.24] [added: 10.26] | | | [Employment [removed: Agreement,] [added: Agreement] effective as of February [removed: 1, 2018 by and] [added: 7, 2022,] between Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Marc Mayo.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1034mayoempagrefinal2118.htm)] [added: Caroline Tsai.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1026tsaicaroline-.htm)] (1) | | | [removed: 10-K] | | | [removed: 001-16427] | | | [removed: 10.34] | | | [removed: 2/22/2018] | | | [added: *] | | |
| [removed: 10.25] [added: 10.22] | | | [removed: [Employment] [added: [Transition] Agreement, [removed: effective as of February 1, 2018] [added: Waiver and Release an Amendment to the Employment Agreement] by and between Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and Bruce [removed: Lowthers.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1035lowthersempagrefinal.htm)] [added: Lowthers effective as of January 31, 2022.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000038/lowthersex1026bruce-tran.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.35] [added: 10.26] | | | [removed: 2/22/2018] [added: 2/23/2022] | | | | | |
| 4.22 | | | [Thirty-Sixth Supplemental Indenture, dated as of July 13, 2022 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/1136893/000119312522192902/d219846dex41.htm) | | | 8-K | | | 001-16427 | | | 4.1 | | | 7/13/2022 | | | | | |
| 4.23 | | | [Thirty-Seventh Supplemental Indenture, dated as of July 13, 2022 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/1136893/000119312522192902/d219846dex42.htm) | | | 8-K | | | 001-16427 | | | 4.2 | | | 7/13/2022 | | | | | |
| 10.17 | | | [Transition Agreement dated as of August 1, 2022 between James W. Woodall and Fidelity National Information Services, Inc](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000146/woodalltransitionagreement.htm). (1) | | | 10-Q | | | 001-16427 | | | 10.1 | | | 8/4/2022 | | | | | |
| 10.29 | | | [Employment Agreement effective as of June 1, 2015, between Fidelity National Information Services, Inc. and Erik Hoag.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1029hoagerik-empa.htm) (1) | | | | | | | | | | | | | | | * | | |
| 10.30 | | | [Amendment to Employment Agreement effective as of January 31, 2022, between Fidelity National Information Services, Inc., and Erik Hoag.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1030hoagerik-amen.htm) (1) | | | | | | | | | | | | | | | * | | |
An excerpt. Shown here: 40 of 96 rewritten, all 5 added and all 0 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2022 filing and the FY2021 filing.
Item 16. Form 10-K Summary
10 rewritten, 22 added, 6 removed, 43 unchanged
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ GARY [removed: A. NORCROSS] [added: L. LAUER] | | |
| | | | | | | | | | [removed: Chairman] [added: President] and Chief Executive Officer | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ THOMAS K. WARREN | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ ELLEN R. ALEMANY | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ JEFFREY A. GOLDSTEIN | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ LISA A. HOOK | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ LOUISE M. PARENT | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ BRIAN T. SHEA | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ JAMES B. STALLINGS, JR. | | |
| Date: | | | February [removed: 23, 2022] [added: 27, 2023] | | | By: | | | /s/ JEFFREY E. STIEFLER | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ STEPHANIE FERRIS | | |
| | | | | | | | | | Stephanie Ferris | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ ERIK HOAG | | |
| | | | | | | | | | Erik Hoag | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ STEPHANIE FERRIS | | |
| | | | | | | | | | Stephanie Ferris | | |
| | | | | | | | | | President, Chief Executive Officer and Director | | |
| | | | | | | | | | Chairman of the Board | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ LEE ADREAN | | |
| | | | | | | | | | Lee Adrean | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ MARK D. BENJAMIN | | |
| | | | | | | | | | Mark D. Benjamin | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ VIJAY D'SILVA | | |
| | | | | | | | | | Vijay D'Silva | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ KENNETH T. LAMNECK | | |
| | | | | | | | | | Kenneth T. Lamneck | | |
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| | | | | | | | | | Director | | |
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| | | | | | | | | | Director | | |
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| | | | | | | | | | Director | | |
| | | | | | | | | | Gary A. Norcross | | |
| Date: | | | February 23, 2022 | | | By: | | | /s/ JAMES W. WOODALL | | |
| | | | | | | | | | James W. Woodall | | |
| Date: | | | February 23, 2022 | | | By: | | | /s/ KEITH W. HUGHES | | |
| | | | | | | | | | Keith W. Hughes | | |
| Date: | | | February 23, 2022 | | | By: | | | /s/ GARY L. LAUER | | |