Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

INDEX TO FINANCIAL INFORMATION


			Page Number
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting KPMG LLP, Jacksonville, Florida, Auditor Firm ID: 185			45
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements KPMG LLP, Jacksonville, Florida, Auditor Firm ID: 185			46
Consolidated Balance Sheets as of December 31, 2022 and 2021			48
Consolidated Statements of Earnings (Loss) for the years ended December 31, 2022, 2021 and 2020			49
Consolidated Statements of Comprehensive Earnings (Loss) for the years ended December 31, 2022, 2021 and 2020			50
Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020			51
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020			52
Notes to Consolidated Financial Statements			53

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Fidelity National Information Services, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Fidelity National Information Services, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of earnings (loss), comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 27, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Fidelity National Information Services, Inc.:

Opinion on the 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, 2022 and 2021, the related consolidated statements of earnings (loss), comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 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 Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matters communicated below 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) 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 matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 4 to the consolidated financial statements, the Company’s revenue consists of the following types of revenue streams: i) transaction processing and services, ii) professional services, iii) software maintenance, iv) software license, and v) other recurring and non-recurring.

We identified the sufficiency of audit evidence over revenue as a critical audit matter. Evaluating the sufficiency of audit evidence required subjective auditor judgment because of the number of revenue streams, related revenue recognition processes, and the number of information technology (IT) applications utilized in the revenue recognition process to capture and aggregate the data.

The following are the primary procedures we performed to address this critical audit matter. Based on our knowledge of the Company, we applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. Specifically, we:

evaluated the design and tested the operating effectiveness of certain internal controls within relevant revenue recognition processes, including general IT controls and IT application controls
involved IT professionals, who assisted in the identification and testing of certain IT systems and related controls that are used by the Company in its revenue recognition process
selected certain individual contracts and read the underlying contract and other documents that were part of the contract for each selection and evaluated the consistency of the revenue recognition determinations with the Company’s accounting policies and revenue recognition requirements
assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with the Company’s accounting policies and underlying documentation, including contracts with customers and other relevant and reliable third-party data
evaluated the sufficiency of the audit evidence obtained by assessing the results of procedures performed over revenue.

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. An impairment charge is recognized when and to the extent a reporting unit's carrying amount is determined to exceed its fair value. 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.

/s/ KPMG LLP

We have served as the Company's auditor since 2004.

Jacksonville, Florida

February 27, 2023

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2022 and 2021

(In millions, except per share amounts)


	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	2,188	$	2,010
Settlement assets	5,855		4,020
Trade receivables, net of allowance for credit losses of $75 and $76, respectively	3,699		3,772
Other receivables	493		355
Prepaid expenses and other current assets	583		551
Total current assets	12,818		10,708
Property and equipment, net	862		949
Goodwill	34,276		53,330
Intangible assets, net	8,956		11,539
Software, net	3,238		3,299
Other noncurrent assets	2,048		2,137
Deferred contract costs, net	1,080		969
Total assets	$	63,278	$	82,931
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	2,754	$	2,864
Settlement payables	6,752		5,295
Deferred revenue	788		779
Short-term borrowings	3,797		3,911
Current portion of long-term debt	2,133		1,617
Total current liabilities	16,224		14,466
Long-term debt, excluding current portion	14,207		14,825
Deferred income taxes	3,550		4,193
Other noncurrent liabilities	1,891		1,915
Total liabilities	35,872		35,399

Redeemable noncontrolling interest	180		174
Equity:
FIS stockholders’ equity:
Preferred stock, $0.01 par value, 200 shares authorized, none issued and outstanding as of December 31, 2022 and 2021	—		—
Common stock, $0.01 par value, 750 shares authorized, 630 and 625 shares issued as of December 31, 2022 and 2021, respectively	6		6
Additional paid in capital	46,735		46,466
(Accumulated deficit) retained earnings	(14,971)		2,889
Accumulated other comprehensive earnings (loss)	(360)		252
Treasury stock, $0.01 par value, 39 and 16 common shares as of December 31, 2022 and 2021, respectively, at cost	(4,192)		(2,266)
Total FIS stockholders’ equity	27,218		47,347
Noncontrolling interest	8		11
Total equity	27,226		47,358
Total liabilities, redeemable noncontrolling interest and equity	$	63,278	$	82,931

See accompanying notes, which are an integral part of these consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Consolidated Statements of Earnings (loss)

Years Ended December 31, 2022, 2021 and 2020

(In millions, except per share amounts)


	2022		2021		2020
Revenue	$	14,528	$	13,877	$	12,552
Cost of revenue	8,820		8,682		8,348
Gross profit	5,708		5,195		4,204
Selling, general and administrative expenses	4,118		3,938		3,516
Asset impairments	17,709		202		136
Operating income	(16,119)		1,055		552
Other income (expense):
Interest income	25		2		5
Interest expense	(300)		(216)		(339)
Other income (expense), net	63		(52)		48
Total other income (expense), net	(212)		(266)		(286)
Earnings (loss) before income taxes and equity method investment earnings (loss)	(16,331)		789		266
Provision (benefit) for income taxes	377		371		96
Equity method investment earnings (loss)	—		6		(6)
Net earnings (loss)	(16,708)		424		164
Net (earnings) loss attributable to noncontrolling interest	(12)		(7)		(6)
Net earnings (loss) attributable to FIS common stockholders	$	(16,720)	$	417	$	158

Net earnings (loss) per share-basic attributable to FIS common stockholders	$	(27.68)	$	0.68	$	0.26
Weighted average shares outstanding-basic	604		616		619
Net earnings (loss) per share-diluted attributable to FIS common stockholders	$	(27.68)	$	0.67	$	0.25
Weighted average shares outstanding-diluted	604		621		627

See accompanying notes, which are an integral part of these consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Consolidated Statements of Comprehensive Earnings (Loss)

Years Ended December 31, 2022, 2021 and 2020

(In millions)


	2022				2021				2020
Net earnings (loss)			$	(16,708)			$	424			$	164
Other comprehensive earnings (loss), before tax:
Foreign currency translation adjustments	$	(2,042)			$	(730)			$	1,177
Change in fair value of net investment hedges	1,395				1,195				(1,255)
Other adjustments	39				14				7
Other comprehensive earnings (loss), before tax	(608)				479				(71)
Provision for income tax (expense) benefit related to items of other comprehensive earnings (loss)	(4)				(284)				161
Other comprehensive earnings (loss), net of tax	$	(612)	(612)		$	195	195		$	90	90
Comprehensive earnings (loss)			(17,320)				619				254
Net (earnings) loss attributable to noncontrolling interest			(12)				(7)				(6)
Comprehensive earnings (loss) attributable to FIS common stockholders			$	(17,332)			$	612			$	248

See accompanying notes, which are an integral part of these consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Consolidated Statements of Equity

Years ended December 31, 2022, 2021 and 2020

(In millions, except per share amounts)


			Amount
			FIS Stockholders
									Accumulated
	Number of shares				Additional				other
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest (1)		equity
Balances, December 31, 2019	615	—	$	6	$	45,358	$	4,161	$	(33)	$	(52)	$	16	$	49,456
Issuance of restricted stock	2	—	—		(7)		—		—		7		—		—
Exercise of stock options	4	—	—		317		—		—		—		—		317
Treasury shares held for taxes due upon exercise of stock awards	—	(1)	—		(7)		—		—		(105)		—		(112)
Stock-based compensation	—	—	—		283		—		—		—		—		283
Cash dividends declared ($1.40 per share) and other distributions	—	—	—		—		(873)		—		—		(7)		(880)
Other	—	—	—		3		(6)		—		—		—		(3)
Net earnings	—	—	—		—		158		—		—		4		162
Other comprehensive earnings (loss), net of tax	—	—	—		—		—		90		—		—		90
Balances, December 31, 2020	621	(1)	$	6	$	45,947	$	3,440	$	57	$	(150)	$	13	$	49,313
Issuance of restricted stock	4	—	—		2		—		—		—		—		2
Exercise of stock options	—	—	—		128		—		—		—		—		128
Purchases of treasury stock	—	(15)	—		—		—		—		(1,996)		—		(1,996)
Treasury shares held for taxes due upon exercise of stock awards	—	—	—		—		—		—		(120)		—		(120)
Stock-based compensation	—	—	—		383		—		—		—		—		383
Cash dividends declared ($1.56 per share) and other distributions	—	—	—		—		(968)		—		—		(9)		(977)
Other	—	—	—		6		—		—		—		—		6
Net earnings	—	—	—		—		417		—		—		7		424
Other comprehensive earnings (loss), net of tax	—	—	—		—		—		195		—		—		195
Balances, December 31, 2021	625	(16)	$	6	$	46,466	$	2,889	$	252	$	(2,266)	$	11	$	47,358
Issuance of restricted stock	5	—	—		(7)		—		—		12		—		5
Exercise of stock options	—	—	—		61		—		—		—		—		61
Purchases of treasury stock	—	(21)	—		—		—		—		(1,829)		—		(1,829)
Treasury shares held for taxes due upon exercise of stock awards	—	(2)	—		—		—		—		(109)		—		(109)
Stock-based compensation	—	—	—		215		—		—		—		—		215
Cash dividends declared ($1.88 per share) and other distributions	—	—	—		—		(1,140)		—		—		(10)		(1,150)
Net earnings (loss)	—	—	—		—		(16,720)		—		—		7		(16,713)
Other comprehensive earnings (loss), net of tax	—	—	—		—		—		(612)		—		—		(612)
Balances, December 31, 2022	630	(39)	6		46,735		(14,971)		(360)		(4,192)		8		27,226

(1) Excludes redeemable noncontrolling interest that is not considered equity. See Note 3, Virtus Acquisition, for additional information.

See accompanying notes, which are an integral part of these consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2022, 2021 and 2020

(In millions)


	2022		2021		2020
Cash flows from operating activities:
Net earnings (loss)	$	(16,708)	$	424	$	164
Adjustment to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization	3,846		4,015		3,714
Amortization of debt issuance costs	31		30		31
Asset impairments	17,709		202		136
Loss (gain) on sale of businesses, investments and other	(53)		(227)		9
Loss on extinguishment of debt	—		528		—
Stock-based compensation	215		383		283
Deferred income taxes	(544)		(81)		(206)
Net changes in assets and liabilities, net of effects from acquisitions and foreign currency:
Trade and other receivables	(155)		(552)		(75)
Settlement activity	287		653		862
Prepaid expenses and other assets	(319)		(526)		(278)
Deferred contract costs	(479)		(453)		(473)
Deferred revenue	21		23		58
Accounts payable, accrued liabilities, and other liabilities	88		391		217
Net cash provided by operating activities	3,939		4,810		4,442

Cash flows from investing activities:
Additions to property and equipment	(268)		(320)		(263)
Additions to software	(1,122)		(931)		(866)
Acquisitions, net of cash acquired	—		(767)		(469)
Net proceeds from sale of businesses and investments	50		370		—
Settlement of net investment hedge cross-currency interest rate swaps	726		(24)		—
Proceeds from sale of Visa preferred stock	269		—		552
Other investing activities, net	(28)		(99)		132
Net cash provided by (used in) investing activities	(373)		(1,771)		(914)

Cash flows from financing activities:
Borrowings	75,335		54,073		47,695
Repayment of borrowings and other financing obligations	(74,410)		(53,440)		(49,067)
Debt issuance costs	(23)		(74)		—
Net proceeds from stock issued under stock-based compensation plans	57		121		332
Treasury stock activity	(1,938)		(2,114)		(112)
Dividends paid	(1,138)		(961)		(868)
Payments on contingent value rights	(245)		—		(691)
Payments on tax receivable agreement	(185)		(85)		(32)
Other financing activities, net	(26)		(58)		(8)
Net cash provided by (used in) financing activities	(2,573)		(2,538)		(2,751)
Effect of foreign currency exchange rate changes on cash	(463)		(248)		42
Net increase (decrease) in cash, cash equivalents and restricted cash	530		253		819
Cash, cash equivalents and restricted cash, beginning of year	4,283		4,030		3,211
Cash, cash equivalents and restricted cash, end of year	$	4,813	$	4,283	$	4,030

Supplemental cash flow information:
Cash paid for interest	$	417	$	491	$	428
Cash paid for income taxes	$	963	$	440	$	282

See accompanying notes, which are an integral part of these consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unless stated otherwise or the context otherwise requires, all references to "FIS," "we," "our," "us," the "Company" or the "registrant" are to Fidelity National Information Services, Inc., a Georgia corporation, and its subsidiaries.

(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.

FIS reports its financial performance based on the following segments: Banking Solutions, Merchant Solutions, Capital Market Solutions, and Corporate and Other.

Amounts in tables in the financial statements and accompanying footnotes may not sum or calculate due to rounding.

**(2)**Summary of Significant Accounting Policies

The following describes the significant accounting policies of the Company used in preparing the accompanying consolidated financial statements.

**(a)**Principles of Consolidation and Management Estimates

The consolidated financial statements include the accounts of FIS, its wholly-owned subsidiaries and subsidiaries that are majority-owned. 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. Noncontrolling interests are presented as a component of equity in the consolidated balance sheets. Noncontrolling interests that are redeemable upon the occurrence of an event that is not solely within the Company’s control are presented outside of equity. All intercompany profits, transactions and balances have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with United States ("U.S") generally accepted accounting principles ("GAAP") and related rules and regulations of the U.S. Securities and Exchange Commission requires our management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. These estimates may change as new events occur and additional information is obtained. Future actual results could differ materially from these estimates. To the extent that there are differences between these estimates, judgments and assumptions and actual results, our consolidated financial statements will be affected.

**(b)**Cash and Cash Equivalents

The Company considers cash on hand, money market funds and other highly liquid investments with original maturities of three months or less to be cash and cash equivalents. As part of the Company's electronic funds transfer and network business, the Company provides cash settlement services to financial institutions and state and local governments. These services involve the movement of funds among the various parties associated with automated teller machines ("ATM") and point-of-sale or electronic benefit transactions ("EBT"). This activity results in a balance due to the Company at the end of each business day that it recoups over the next few business days. The net in-transit balances due to the Company are included in Cash and cash equivalents on the consolidated balance sheets. The carrying amounts reported in the consolidated balance sheets for these instruments approximate their fair value.

The Company records restricted cash in captions other than Cash and cash equivalents in the consolidated balance sheets. The reconciliation between Cash and cash equivalents in the consolidated balance sheets and Cash, cash equivalents and

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

restricted cash per the consolidated statements of cash flows is as follows (in millions):


	December 31.
	2022		2021
Cash and cash equivalents on the consolidated balance sheets	$	2,188	$	2,010
Merchant float (in Settlement assets) (see Note 2(f))	2,625		2,273
Total Cash, cash equivalents and restricted cash per the consolidated statements of cash flows	$	4,813	$	4,283

**(c)**Fair Value Measurements

Fair Value Hierarchy

The authoritative accounting literature defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy based on the quality of inputs used to measure fair value.

The fair value hierarchy includes three levels that are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). If the inputs used to measure the fair value fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the asset or liability. The three levels of the fair value hierarchy are described below.

Level 1. Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2. Inputs to the valuation methodology include the following:

Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in inactive markets;
Inputs other than quoted prices that are observable for the asset or liability;
Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3. Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations

In a business combination transaction, an acquirer recognizes, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree and generally measures these items at their acquisition date fair values. Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired. Fair values are determined using the framework outlined above under Fair Value Hierarchy and the methodologies addressed in the individual subheadings. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During the measurement period, we also recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. Contingent consideration liabilities or receivables recorded in connection with business acquisitions are also adjusted for changes in fair value until settled.

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Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for settlement assets and payables as well as short-term borrowings approximate their fair values because of their immediate or short-term maturities. The fair value of the Company's long-term debt is based on quoted prices of our senior notes and trades of our debt in close proximity to year end, which are considered Level 2-type measurements. The Company also holds, or has held, certain derivative instruments, specifically interest rate swaps and foreign currency exchange forward contracts, which are also valued using Level 2-type measurements. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. Therefore, the values presented are not necessarily indicative of amounts the Company could realize or settle currently.

**(d)**Derivative Financial Instruments

The Company enters into derivatives to manage foreign currency and interest rate risk; the Company does not use derivatives for trading purposes, to generate income or to engage in speculative activity. During all periods presented, the Company used cross-currency interest rate swaps to engage in hedging activities relating to changes in foreign currency exchange rates impacting its investment in certain foreign-currency-denominated operations. The Company designated these cross-currency interest rate swaps as net investment hedges. The Company also utilized foreign-currency-denominated debt as non-derivative net investment hedges. Additionally, during all periods presented, the Company used interest rate swaps to engage in hedging activities relating to changes in interest rates impacting the fair value of its fixed-rate long-term debt. The Company designated these interest rate swaps as fair value hedges. During 2022, the Company used foreign currency forward contracts as economic hedges to reduce the foreign currency risk associated with payments due at maturity of the Company's foreign currency-denominated debt and cross-currency interest rate swaps.

The Company records all derivatives, whether designated in accounting hedging relationships or not, on the consolidated balance sheets at fair value. The Company's derivative contracts are generally subject to master netting arrangements, which contain various netting and setoff provisions; however, the Company has elected to record derivative assets and liabilities on a gross basis in the accompanying consolidated balance sheets in Prepaid expenses and other current assets; Other noncurrent assets; Accounts payable, accrued and other liabilities; or Other noncurrent liabilities, as appropriate. Changes in fair value due to remeasurement of the effective portion are recorded as a component of Accumulated other comprehensive earnings (loss) ("AOCI"), net of tax, for net investment hedges and recorded as an adjustment to long-term debt for fair value hedges. The amounts included in AOCI for the net investment hedges will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. Any ineffective portion of these hedging instruments impacts net earnings when the ineffectiveness occurs. The Company assesses effectiveness of cross-currency interest rate swap hedging instruments using the spot method. Under this method, the periodic interest settlements are recorded directly in earnings through Interest expense. Changes in fair value for foreign currency forward contracts are recorded through Other income (expense), net. See Notes 13 and 19 for additional details.

**(e)**Allowance for Credit Losses

The Company monitors trade receivable balances and contract assets as well as other receivables and estimates the allowance for lifetime expected credit losses. Estimates of expected credit losses are based on historical collection experience and other factors, including those related to current market conditions and events, changes in client creditworthiness, client payment terms and collection trends. The allowance for credit losses is separate from the chargeback liability described in Note 16.

**(f)**Settlement Assets and Payables

The principal components of the Company's settlement assets and payables on the consolidated balance sheets are as follows (in millions):

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	December 31,
	2022		2021
Settlement assets
Settlement deposits	$	492	$	530
Merchant float	2,625		2,273
Settlement receivables	2,738		1,217
Total Settlement assets	$	5,855	$	4,020

Settlement payables	$	6,752	$	5,295

The payment solutions that give rise to the settlement balances described below are separate and distinct from those settlement activities referred to under (b) Cash and Cash Equivalents, where the solutions we provide primarily facilitate the movement of funds.

Banking Solutions

We manage certain payment solutions and programs and wealth management processes for our clients that require us to hold and manage client cash balances used to fund their daily settlement activity. Settlement deposits represent funds we hold that were drawn from our clients to facilitate settlement activities. Settlement receivables represent amounts funded by us. Settlement payables consist of settlement deposits from clients, settlement payables to third parties or clients, and outstanding checks related to our settlement activities for which the right of offset does not exist or we do not intend to exercise our right of offset. Our accounting policy for such outstanding checks is to include them in Settlement payables on the consolidated balance sheets and operating cash flows on the consolidated statements of cash flows.

Merchant Solutions

Settlement assets and payables represent intermediary balances arising from the settlement process which involves the transferring of funds between card issuers, merchants and various financial institutions ("Sponsoring Members"). Funds are processed under two models, a sponsorship model and a direct member model. The Company generally operates under the sponsorship model in the U.S. and under the direct membership model outside the U.S.

Under the sponsorship model, in order for the Company to provide electronic payment processing services, Visa, MasterCard and other payment networks require sponsorship by a member clearing bank. The Company has an agreement with Sponsoring Members to provide sponsorship services to the Company. Under the sponsorship agreements, the Company is registered as a Visa Third-Party Agent and a MasterCard Service Provider. The sponsorship services allow us to route transactions under the Sponsoring Members' membership to clear card transactions through Visa, MasterCard and other networks. Under this model, the standards of the payment networks restrict us from performing funds settlement and, as such, require that these funds be in the possession of the Sponsoring Member until the merchant is funded. Accordingly, settlement receivables and settlement payables resulting from the submission of settlement files to the network or cash received from the network in advance of funding the network are the responsibility of the Sponsoring Member and are not recorded on the Company's consolidated balance sheets.

Settlement receivables and settlement payables are recorded under the sponsorship model as a result of intermediary balances due to/from the Sponsoring Member. The Company receives funds from certain networks which are owed to the Sponsoring Member for settlement. These funds are recorded in Cash and cash equivalents. In other cases, the Company transfers funds to the Sponsoring Member for settlement in advance of receiving funds from the network. These timing differences result in settlement receivables and settlement payables. The amounts are generally collected or paid the following one to three business days. Additionally, under this model, settlement receivables and settlement payables arise related to interchange expenses, merchant reserves and exception items.

Under the direct membership model, the Company is a direct member in Visa, MasterCard and other payment networks as third-party sponsorship to the networks is not required. This results in the Company performing settlement between the networks and the merchant and requires adherence to the standards of the payment networks in which the Company is a direct member. Merchant float, settlement receivables and settlement payables result when the Company submits the merchant file to

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the network or when funds are received by the Company in advance of paying the funds to the merchant. The amounts are generally collected or paid the following one to three business days. Merchant float represents cash balances the Company holds on behalf of merchants when the incoming amount from the card networks precedes when the funding to merchants falls due. Merchant float funds held in segregated accounts in a fiduciary capacity are considered restricted cash (see Note 2(b)).

**(g)**Contract Related Balances

The payment terms and conditions in our customer contracts may vary. In some cases, customers pay in advance of our delivery of solutions or services; in other cases, payment is due as services are performed or in arrears following the delivery of the solutions or services. Differences in timing between revenue recognition and invoicing result in accrued trade receivables, contract assets, or deferred revenue on our consolidated balance sheets. Trade receivables are accrued when revenue is recognized prior to invoicing but the right to payment is unconditional (i.e., only the passage of time is required). This occurs most commonly when software term licenses recognized at a point in time are paid for periodically over the license term. Contract assets result when amounts allocated to distinct performance obligations are recognized when or as control of a solution or service is transferred to the customer but invoicing is contingent on performance of other performance obligations or on completion of contractual milestones. Contract assets are transferred to trade receivables when the rights become unconditional, typically upon invoicing of the related performance obligations in the contract or upon achieving the requisite project milestone. Deferred revenue results from customer payments in advance of our satisfaction of the associated performance obligation(s) and relates primarily to prepaid maintenance or other recurring services. Deferred revenue is relieved as revenue is recognized. Contract assets and deferred revenue are reported on a contract-by-contract basis at the end of each reporting period. At December 31, 2022 and 2021, contract assets of $329 million and $238 million, respectively, are included in Prepaid expenses and other current assets and Other noncurrent assets on the consolidated balance sheets, and noncurrent deferred revenue is included in Other noncurrent liabilities as detailed in Note 11. Changes in the contract assets and deferred revenue balances for the years ended December 31, 2022 and 2021, were not materially impacted by any factors other than those described above. In some cases, signing bonuses are paid, or credits are offered, to customers in connection with the origination or renewal of customer contracts. These incentives are recorded as Other noncurrent assets on our consolidated balance sheets and amortized on a straight-line basis as a reduction of revenue over the lesser of the useful life of the solution or the expected customer relationship period for new contracts or over the contract period for renewal contracts.

**(h)**Goodwill

Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized but is assessed for impairment by reporting unit. The Company assesses goodwill for impairment on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment. An impairment charge is recognized when and to the extent a reporting unit's carrying amount is determined to exceed its estimated fair value. Our reporting units are the same as our primary operating segments, with additional reporting units for certain non-strategic businesses within the Corporate and Other segment.

The Company has the option to first assess qualitatively whether it is more likely than not that a reporting unit's carrying amount exceeds its estimated fair value. The option of whether to perform the qualitative assessment is made annually and may vary by reporting unit. Events and circumstances that are considered in performing the qualitative assessment include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, events affecting the reporting unit or Company as a whole, including a sustained decrease in stock price. When performing the qualitative assessment, we examine those factors most likely to affect each reporting unit's fair value. If we conclude that it is more likely than not that the reporting unit's fair value is less than its carrying amount (that is, a likelihood of more than 50 percent) as a result of the qualitative assessment, or we elect to bypass the qualitative assessment for a reporting unit, then we perform a quantitative assessment for that reporting unit.

In applying the quantitative assessment, we typically engage third-party valuation specialists to assist us in determining the fair value of a reporting unit based on a weighted average of valuation techniques, a combination of an income approach and a market approach, which are Level 3-type measurements. The income approach calculates a value based upon the present value of estimated future cash flows, while the market approach uses earnings multiples of similarly situated guideline public companies. If the fair value of the reporting unit determined using the quantitative analysis exceeds the carrying amount of the reporting unit's net assets, goodwill is not impaired.

Both qualitative and quantitative assessments require a significant amount of management judgment involving the use of forecasts, estimates, and assumptions.

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**(i)**Long-Lived Assets

Long-lived assets and intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset, which are Level 3-type measurements. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. During 2022 and 2020, the Company recognized impairment losses totaling $89 million and $42 million on certain long-lived assets primarily related to reducing office space, including $58 million and $30 million, respectively, for operating lease right-of-use assets. There were no significant long-lived asset impairment losses recognized during 2021.

**(j)**Intangible Assets

The Company has intangible assets that consist primarily of customer relationships and trademarks (i.e., a collective term for trademarks, trade names, and related intellectual property rights) that are recorded in connection with acquisitions at their fair value based on the results of valuation analyses. Customer relationships and trademarks acquired in business combinations are generally valued using the multi-period excess earnings method and relief-from-royalty method, respectively, which are Level 3-type measurements. Customer relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates up to a 10-year period. Trademarks with finite lives are amortized over periods ranging up to five years. Intangible assets with finite lives are reviewed for impairment following the same approach as long-lived assets.

**(k)**Software

Software includes software acquired in business combinations, purchased software and capitalized software development costs. Software acquired in business combinations is generally valued using the relief-from-royalty method, a Level 3-type measurement. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, and software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, typically ranging from one to 10 years.

The capitalization of software development costs is based on whether the software is to be sold, leased or otherwise marketed, or if the software is for internal use. After the technological feasibility of the software has been established (for software to be marketed) or at the beginning of application development (for internal-use software), software development costs, which primarily include salaries and related payroll costs and costs of independent contractors incurred during development, are capitalized. Research and development costs incurred prior to the establishment of technological feasibility (for software to be marketed) or prior to application development (for internal-use software) are expensed as incurred. Software development costs are amortized on a solution-by-solution basis commencing on the date of general release (for software to be marketed) or the date placed in service (for internal-use software). Software development costs for software to be marketed are amortized using the greater of (1) the straight-line method over its estimated useful life, which typically ranges from three to 10 years, or (2) the ratio of current revenue to total anticipated revenue over its useful life.

The Company reviews software assets for impairment at each reporting date. For software to be marketed, an impairment charge is recorded to the extent the carrying amount exceeds the net realizable value. Internal-use software is reviewed for impairment following the same approach as long-lived assets. Determining net realizable values and future cash flows involves judgments and the use of estimates and assumptions regarding future economic and market conditions. Adverse changes in these conditions could result in an impairment charge which could be material to our consolidated financial statements.

See Note 8 for software asset impairment losses and incremental software amortization expense recognized during 2022 and 2021. There were no material software asset impairment losses recognized during 2020.

**(l)**Deferred Contract Costs

The Company incurs costs as a result of both the origination and fulfillment of our contracts with customers. Origination costs relate primarily to the payment of sales commissions that are directly related to sales transactions. Fulfillment costs include the cost of implementation services related to software as a service ("SaaS") and other cloud-based arrangements when the implementation service is not distinct from the ongoing service. When origination costs and fulfillment costs that will be

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used to satisfy future performance obligations are directly related to the execution of our contracts with customers, and the costs are recoverable under the contract, the costs are capitalized as a deferred contract cost. Impairment losses are recognized if the carrying amounts of the deferred contract costs are not recoverable.

Origination costs for contracts that contain a distinct software license recognized at a point in time are allocated between the license and all other performance obligations of the contract and amortized according to the pattern of performance for the respective obligations. Otherwise, origination costs are capitalized as a single asset for each contract or portfolio of similar contracts and amortized using an appropriate single measure of performance considering all of the performance obligations in the contracts. The Company amortizes origination costs over the expected benefit period to which the deferred contract cost relates. Origination costs related to initial contracts with a customer are amortized over the lesser of the useful life of the solution or the expected customer relationship period. Commissions paid on renewals are amortized over the renewal period. Capitalized fulfillment costs are amortized over the lesser of the useful life of the solution or the expected customer relationship period.

See Note 9 for deferred contract cost asset impairment losses during 2021 and incremental amortization expense recognized during 2022 and 2021. There were no significant deferred contract cost asset impairment losses recognized during 2022 and 2020.

**(m)**Property and Equipment

Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the estimated useful lives of the related assets typically as follows: 30 years for buildings and three to seven years for furniture, fixtures and computer equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the initial term of the applicable lease or the estimated useful lives of such assets.

**(n)**Income Taxes

The Company recognizes deferred income tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities and expected benefits of using net operating loss and credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred income taxes of changes in tax rates and laws, if any, is reflected in the consolidated financial statements in the period enacted. A valuation allowance is established for any portion of a deferred income tax asset for which management believes it is 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. Certain of the Company's earnings are indefinitely reinvested offshore and could be subject to additional income tax if repatriated. It is not practicable to determine the unrecognized deferred tax liability on a hypothetical distribution of those earnings.

**(o)**Operating Leases

The Company leases certain of its property, primarily real estate, under operating leases. Operating lease right-of-use ("ROU") assets are included in Other noncurrent assets, and operating lease liabilities are included in Accounts payable, accrued and other liabilities and Other noncurrent liabilities on the consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Operating lease ROU assets also include any prepaid lease payments and exclude lease incentives received. The Company uses an incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. Lease term for accounting purposes may include options to extend (generally ranging from one to five years) or to terminate the lease when it is reasonably certain that the Company will exercise that option. For certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Lease agreements may include lease and related non-lease components, which are accounted for as a single lease component. Fixed costs included in the measurement of ROU assets are recognized as operating lease cost generally on a straight-line basis over the lease term. Certain leases require the Company to pay taxes, insurance, maintenance and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the ROU assets and lease liabilities to the extent they are variable in nature; instead, they are recognized as variable lease cost when incurred.

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**(p)**Revenue Recognition

The Company generates revenue in a number of ways, including from the delivery of account- or transaction-based processing, SaaS, business process as a service ("BPaaS"), cloud offerings, software licensing, software-related services and professional services.

The Company enters into arrangements with customers to provide services, software and software-related services such as maintenance and implementation either individually or as part of an integrated offering. The Company assesses the solutions and services promised in its contracts with customers and identifies 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. To identify its performance obligations, the Company considers all of the solutions or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company recognizes revenue when or as it satisfies a performance obligation by transferring control of a solution or service to a customer.

Revenue is measured based on the consideration that the Company expects to receive in a contract with a customer. The Company's contracts with its customers frequently contain variable consideration. Variable consideration exists when the amount which the Company expects to receive in a contract is based on the occurrence or non-occurrence of future events, such as processing services performed under usage-based pricing arrangements or professional services billed on a time-and-materials basis. Variable consideration is also present in certain transactions in the form of discounts, credits, price concessions, penalties, and similar items. If the amount of a discount or rebate in a contract is fixed and not contingent, that discount or rebate is not variable consideration. The Company estimates variable consideration in its contracts primarily using the expected value method. In some contracts, the Company applies the most likely amount method by considering the single most likely amount in a limited range of possible consideration amounts. The Company develops estimates of variable consideration on the basis of both historical information and current trends. Variable consideration included in the transaction price is constrained such that a significant revenue reversal is not probable.

Taxes collected from customers and remitted to governmental authorities are not included in revenue. Postage costs associated with print and mail services are accounted for as a fulfillment cost and are included in cost of revenue.

Technology or service components from third parties are frequently embedded in or combined with our applications or service offerings. We are often responsible for billing the client in these arrangements and transmitting the applicable fees to the third party. The Company determines whether it is responsible for providing the third-party solution or service as a principal or for arranging for the solution or service to be provided by the third party as an agent. Judgment is applied to determine whether we are the principal or the agent by evaluating whether the Company has control of the solution or service prior to it being transferred to the customer. The principal versus agent assessment is performed at the performance obligation level. Indicators that the Company considers in determining if it has control include whether the Company is primarily responsible for fulfilling the promise to provide the specified solution or service to the customer, the Company has inventory risk and the Company has discretion in establishing the price the customer ultimately pays for the solution or service. Depending upon the level of our contractual responsibilities and obligations for delivering solutions to end customers, we have arrangements where we are the principal and recognize the gross amount billed to the customer and other arrangements where we are the agent and recognize the net amount retained.

The total transaction price of a contract is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the solution(s) or service(s) to the customer (the "allocation objective"). If the allocation objective is met at contractual prices, no allocation adjustments from contract prices are made. Otherwise, the Company reallocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis, except when the criteria are met for allocating variable consideration to one or more, but not all, performance obligations in the contract. The Company allocates variable consideration to one or more, but not all, performance obligations when the terms of the variable payment relate specifically to the Company's efforts to satisfy the performance obligation (or transfer the distinct solution or service) and when such allocation is consistent with the allocation objective when considering all performance obligations in the contract. Determining whether the criteria for allocating variable consideration to one or more, but not all, performance obligations in the contract requires judgment and may affect the timing and amount of revenue recognized.

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To determine the standalone selling price of its promised solutions or services, the Company conducts a regular analysis to determine whether various solutions or services have an observable standalone selling price. If the Company does not have an observable standalone selling price for a particular solution or service, then the standalone selling price for that particular solution or service is estimated using all information that is reasonably available and maximizing observable inputs using approaches including historical pricing, cost plus a margin, adjusted market assessment, and a residual approach.

The following describes the nature of the Company's primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions the Company enters into with its customers.

Transaction Processing and Services Revenue

Transaction processing and services revenue is primarily comprised of payment processing, data processing, application management, and outsourced services, including our SaaS, BPaaS and cloud offerings. Revenue from transaction processing and services is recurring and is typically volume or activity based depending on factors such as the number of payments, transactions, accounts or trades processed, number of users, number of hours of services or amount of computer resources used. Fees may include tiered pricing structures with the base tier representing a minimum monthly usage fee. Pricing within the tiers typically resets on a monthly basis, and minimum monthly volumes are generally met or exceeded. Contract lengths for processing services typically span one or more years; however, when distinct hosting services are offered, they are often cancelable without a significant penalty with 30-days' notice. Payment is generally due in advance or in arrears on a monthly or quarterly basis and may include fixed or variable payment amounts depending on the specific payment terms and activity in the period.

For processing services revenue, the nature of the Company's promise to the customer is to stand ready to provide continuous access to the Company's processing platforms and perform an unspecified quantity of outsourced and transaction processing services for a specified term or terms. Accordingly, processing services are generally viewed as a stand-ready performance obligation comprised of a series of distinct daily services. The Company typically satisfies its processing services performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the Company's efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. The Company has evaluated its variable payment terms related to its processing services revenue accounted for as a series of distinct days of service and concluded that they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to, and recognized on, the day in which the Company performs the related services. Fixed fees for processing services are generally recognized ratably over the contract period.

Processing revenue also includes network, interchange, and other pass-through fees. Pass-through fees generally represent variable consideration and are allocated to, and recognized on, the day on which the related services are performed. Pass-through fees are billed monthly. Network and interchange fees are presented on a net basis; other pass through fees may be recorded on either a gross or a net basis depending on whether the Company is acting as a principal or an agent.

Software Maintenance Revenue

Software maintenance is comprised of technical support services and unspecified software updates and upgrades provided on a when-and-if-available basis. Software maintenance revenue is generally based on fixed fees. Payment terms are typically annually, quarterly, or monthly in advance. Contract terms vary and can span multiple years. The Company generally satisfies its maintenance-related performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance.

Other Recurring Revenue

Other recurring revenue is comprised primarily of services provided by dedicated personnel resources who work full time at client sites and under the client's direction. Revenue from dedicated resource agreements is generally based on fixed monthly fees per resource. Payment terms are typically annually, quarterly, or monthly in advance. Contract terms vary and can span multiple years. The Company generally satisfies its dedicated resource obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance.

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Software License Revenue

The Company's software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. Additionally, the nature of the Company's promise in granting these software licenses to a customer is typically to provide the customer a right to use the Company's intellectual property. The Company's software licenses are generally considered distinct performance obligations. Revenue allocated to software licenses is typically recognized at a point in time upon delivery of the license and is non-recurring. Contracts that contain software licenses often have non-standard terms that require significant judgments that may affect the amount and timing of revenue recognized.

When a software license requires frequent updates that are integral to maintaining the utility of the license to the customer, the Company combines the software license and the maintenance into a single performance obligation, and revenue for the combined performance obligation is recognized in Other recurring revenue as the maintenance is provided, consistent with the treatment described for maintenance above. When a software license contract also includes professional services that provide significant modification or customization of the software license, the Company combines the software license and professional services into a single performance obligation, and revenue for the combined performance obligation is recognized as the professional services are provided, consistent with the methods described below for professional services revenue.

The Company has contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the customer can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the customer to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the customer's control to obtain a copy of the software. If the software license is not separately identifiable from the hosting service, then the related revenue for the combined performance obligation is recognized ratably over the hosting period and classified as processing revenue.

Occasionally, the Company offers extended payment terms on its license transactions and evaluates whether any potential significant financing components exist. For certain of its business units, the Company will provide a software license through a rental model wherein the customer generally pays for the software license and maintenance in monthly or quarterly installments as opposed to an upfront software license fee. Revenue recognition under these arrangements follows the same recognition pattern as the arrangements outlined above. Judgment is required to determine whether these arrangements contain a significant financing component. The Company evaluates whether there is a significant difference between the amount of promised consideration over the rental term and the cash selling price of the software license, the degree to which financing is the reason for any such difference, and the overall impact of the time value of money on the transaction. If we conclude a significant financing component exists, then the transaction price is adjusted for the time value of money at the Company's incremental borrowing rate by recording a contract asset and interest income. The Company does not adjust the promised amount of consideration for the effects of the time value of money if the difference between the promised consideration and the cash selling price arises for reasons other than the provision of finance or it is expected, at contract inception, that the period between when the Company transfers a promised solution or service to a customer and when the customer pays for that solution or service will be one year or less.

Professional Services Revenue

Professional services revenue is comprised of implementation, conversion, and programming services associated with the Company's data processing and application management agreements and implementation or installation services related to licensed software. Although this revenue is non-recurring in nature, it is generally recognized over time, with service durations spanning from several weeks to several years, depending on the scope and complexity of the work. Payment terms for professional services may be based on an upfront fixed fee, fixed upon the achievement of milestones, or on a time-and-materials basis.

In assessing whether implementation services provided on data processing, application management or software agreements are a distinct performance obligation, the Company considers whether the services are both capable of being distinct (i.e., the customer can benefit from the services alone or in combination with other resources that are readily available to the customer) and distinct within the context of the contract (i.e., the services are separately identifiable from the other performance obligations in the contract). Implementation services and other professional services are typically considered distinct performance obligations. However, when these services involve significant customization or modification of an underlying solution or offering, or if the services are complex and not available from a third-party provider and must be

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completed prior to a customer having the ability to benefit from a solution or offering, then such services and the underlying solution or offering will be accounted for as a combined performance obligation.

The Company's professional services that are accounted for as distinct performance obligations and that are billed on a fixed fee basis are typically satisfied as services are rendered; thus, the Company uses a cost-based input method, such as cost-to-cost or efforts expended (labor hours), to provide a faithful depiction of the transfer of those services. For professional services that are distinct and billed on a time-and-materials basis, revenue is generally recognized using an output method that corresponds with the time and materials billed and delivered, which is reflective of the transfer of the services to the customer. Professional services that are not distinct from an associated solution or offering are recognized over the common measure of progress for the overall performance obligation (typically a time-elapsed output measure that corresponds to the period over which the solution or offering is made available to the customer).

Other Non-recurring Revenue

Other non-recurring revenue is comprised primarily of hardware, one-time card production, and early termination fees. The Company typically does not stock in inventory the hardware solutions sold but arranges for delivery of hardware from third-party suppliers. The Company determines whether hardware delivered from third-party suppliers should be recognized on a gross or net basis by evaluating whether the Company has control of the solution or service prior to it being transferred to the customer. Equipment and one-time card production revenue is generally recognized at a point in time upon delivery. Early contract terminations are treated as contract modifications. Early termination fees are added to a contract's transaction price once it becomes likely that liquidated damages will be charged to a customer, typically upon notification of early termination. Early termination fees are recognized over the remaining period of the related performance obligation(s).

Material Rights

Some of the Company's contracts with customers include options for the customer to acquire additional, or renew existing, solutions or services in the future. Options may represent a material right to acquire solutions or services if the discount is incremental to the range of discounts typically given for those solutions or services to that class of customer in that geographical area or market and if the customer would not have obtained the option without entering into the contract. If deemed to be a material right, the Company will account for the material right as a separate performance obligation and determine the standalone selling price based on directly observable prices when available. If the standalone selling price is not directly observable, then the Company estimates the standalone selling price to be equal to the discount that the customer would obtain by exercising the option, as adjusted for any discount that the customer would receive without exercising the option and for the likelihood that the option will be exercised.

**(q)**Cost of Revenue and Selling, General and Administrative Expenses

Cost of revenue includes payroll, employee benefits and other costs associated with personnel employed in customer service and service delivery roles, including program design and development and professional services. Cost of revenue also includes data processing costs, amortization of software, customer relationship and trademark intangible assets, and depreciation on operating assets.

Selling, general and administrative expenses include payroll, employee benefits and other costs associated with personnel employed in sales, marketing, human resources, finance, risk management and other administrative roles, as well as acquisition, integration and certain other costs that are not considered when management evaluates revenue-generating segment performance. Selling, general and administrative expenses also include depreciation on non-operating corporate assets as well as advertising and other marketing-related program costs.

**(r)**Stock-Based Compensation Plans

The Company accounts for stock-based compensation plans using the fair value method. Thus, compensation cost is measured based on the fair value of the award at the grant date and is recognized over the service period. For our service-based stock awards, we recognize the compensation cost on a straight-line basis over the award's service period, which is generally three years. For our performance-based stock awards with market conditions which typically cliff vest on the third anniversary date of the grant, we recognize the compensation cost on a straight-line basis over the service period when it is probable the outcome of that performance condition will be achieved. The Company adjusts the compensation expense over the service period based upon the expected achievement level of the applicable performance condition. Certain of our stock awards contain

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only market conditions. In those circumstances, compensation cost is recognized over the service period and is not reversed even if the award does not become exercisable in the event the market condition is not achieved. The Company estimates future forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ significantly from those estimates.

**(s)**Foreign Currency Translation

Our functional currency is the U.S. dollar. The functional currency of each of our operating subsidiaries is generally the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries with non-U.S. dollar functional currencies are translated into U.S. dollars for consolidation purposes using the foreign exchange rates applicable to the dates of the financial statements. Generally, these consist of the exchange rates in effect at the balance sheet date for balance sheet accounts and the average exchange rates in effect during the relevant period for revenue and expense accounts. The adjustments resulting from the translation are included in Accumulated other comprehensive earnings (loss) in the consolidated statements of equity and consolidated statements of comprehensive earnings and are excluded from net earnings.

Gains or losses resulting from measuring foreign currency transactions into the respective functional currency are included in Other income (expense), net in the consolidated statements of earnings.

**(t)**Net Earnings (Loss) per Share

The basic weighted average shares and common stock equivalents for the years ended December 31, 2022, 2021 and 2020, are computed using the treasury stock method.

Net earnings (loss) and earnings (loss) per share for the years ended December 31, 2022, 2021 and 2020, are as follows (in millions, except per share data):


	Year ended December 31,
	2022		2021		2020
Net earnings (loss) attributable to FIS common stockholders	$	(16,720)	$	417	$	158
Weighted average shares outstanding-basic	604		616		619
Plus: Common stock equivalent shares	—		5		8
Weighted average shares outstanding-diluted	604		621		627
Net earnings (loss) per share-basic attributable to FIS common stockholders	$	(27.68)	$	0.68	$	0.26
Net earnings (loss) per share-diluted attributable to FIS common stockholders	$	(27.68)	$	0.67	$	0.25

The diluted net loss per share for the year ended December 31, 2022, did not include the effect of common stock equivalent shares of 3 million because the effect would have been anti-dilutive.

Options to purchase approximately 5 million, 2 million and 1 million shares of our common stock for the years ended December 31, 2022, 2021 and 2020, respectively, were not included in the computation of diluted earnings (loss) per share because they were anti-dilutive.

**(u)**Certain Reclassifications

Certain reclassifications have been made in the 2021 and 2020 consolidated financial statements to conform to the classifications used in 2022. On the consolidated statements of comprehensive earnings (loss), we reclassified the Change in fair value of net investment hedges from Foreign currency translation adjustments into its own classification. On the consolidated statements of cash flows, we reclassified Proceeds from sale of Visa preferred stock and Payments on tax receivable agreement from Other investing activities into its own classification.

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**(3)**Acquisitions

Payrix Acquisition

On December 23, 2021, FIS acquired 100% of the equity of Payrix Holdings, LLC, and subsidiaries ("Payrix"), previously a privately held fintech company that specializes in embedding and monetizing payments in SaaS platforms to serve the eCommerce needs of small- to medium-sized businesses through a global card-not-present offering. The acquisition was accounted for as a business combination. We recorded an allocation of the $777 million purchase price, primarily paid in cash, to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, consisting primarily of $131 million in software assets and $631 million in goodwill.

Virtus Acquisition

On January 2, 2020, FIS acquired a majority interest in Virtus Partners ("Virtus"), previously a privately held company that provides high-value managed services and technology to the credit and loan market. FIS acquired a 70% voting and financial interest in Virtus with 30% interest retained by the founders of Virtus ("Founders"). The acquisition was accounted for as a business combination. We recorded an allocation of the $404 million cash purchase price and the $173 million fair value of redeemable noncontrolling interest to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values, consisting primarily of $254 million in customer relationships, $51 million in software assets and $253 million in goodwill.

We recorded the 30% interest retained by the Founders at the acquisition date as redeemable noncontrolling interest, which is reflected outside of stockholders' equity on the consolidated balance sheet, given the agreement between FIS and the Founders that provides FIS with a call option and the Founders with a put option requiring FIS to purchase all of the Founders' retained interest in Virtus at a redemption value determined pursuant to performance goals stated in the agreement. The call option and put option are exercisable at any time after two years and three years, respectively, following the acquisition date. Changes in the estimated redemption value are accreted through equity from the acquisition date to the date the call option becomes exercisable, to the extent the estimated redemption value is greater than the initial redeemable noncontrolling interest value recorded, as adjusted for the Founders' share of the cumulative impact of net earnings (loss). In January 2023, the Founders exercised their put option for the 30% interest retained by the Founders and, as a result, FIS now owns 100% of Virtus.

**(4)**Revenue

Disaggregation of Revenue

In the following tables, revenue is disaggregated by primary geographical market and type of revenue. The tables also include a reconciliation of the disaggregated revenue with the Company's reportable segments.

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For the year ended December 31, 2022 (in millions):



	Banking Solutions		Merchant Solutions		Capital Market Solutions		Corporate and Other		Total
Primary Geographical Markets:
North America	$	5,726	$	3,421	$	1,626	$	204	$	10,977
All others	980		1,352		1,137		82		3,551
Total	$	6,706	$	4,773	$	2,763	$	286	$	14,528

Type of Revenue:
Recurring revenue:
Transaction processing and services	$	5,006	$	4,670	$	1,323	$	252	$	11,251
Software maintenance	346		3		517		1		867
Other recurring	209		85		97		1		392
Total recurring	5,561		4,758		1,937		254		12,510

Software license	147		10		389		—		546
Professional services	624		1		432		4		1,061
Other non-recurring	374		4		5		28		411
Total	$	6,706	$	4,773	$	2,763	$	286	$	14,528

For the year ended December 31, 2021 (in millions):



	Banking Solutions		Merchant Solutions		Capital Market Solutions		Corporate and Other		Total
Primary Geographical Markets:
North America	$	5,454	$	3,161	$	1,490	$	228	$	10,333
All others	942		1,335		1,134		133		3,544
Total	$	6,396	$	4,496	$	2,624	$	361	$	13,877

Type of Revenue:
Recurring revenue:
Transaction processing and services	$	4,778	$	4,370	$	1,183	$	317	$	10,648
Software maintenance	359		2		510		1		872
Other recurring	170		83		96		11		360
Total recurring	5,307		4,455		1,789		329		11,880

Software license	129		8		374		—		511
Professional services	591		1		451		5		1,048
Other non-recurring	369		32		10		27		438
Total	$	6,396	$	4,496	$	2,624	$	361	$	13,877

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For the year ended December 31, 2020 (in millions):



	Banking Solutions		Merchant Solutions		Capital Market Solutions		Corporate and Other		Total
Primary Geographical Markets:
North America	$	5,105	$	2,719	$	1,453	$	274	$	9,551
All others	839		1,048		987		127		3,001
Total	$	5,944	$	3,767	$	2,440	$	401	$	12,552

Type of Revenue:
Recurring revenue:
Transaction processing and services	$	4,443	$	3,680	$	1,091	$	374	$	9,588
Software maintenance	352		2		493		1		848
Other recurring	165		77		99		2		343
Total recurring	4,960		3,759		1,683		377		10,779

Software license	89		2		328		6		425
Professional services	605		1		427		5		1,038
Other non-recurring	290		5		2		13		310
Total	$	5,944	$	3,767	$	2,440	$	401	$	12,552

Contract Balances

The Company recognized revenue of approximately $704 million, $680 million and $764 million, during the years ended December 31, 2022, 2021 and 2020, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods.

Transaction Price Allocated to the Remaining Performance Obligations

As of December 31, 2022, approximately $23.5 billion of revenue is estimated to be recognized in the future primarily from the Banking Solutions and Capital Market Solutions segments' remaining unfulfilled performance obligations, which are primarily comprised of recurring account- and volume-based processing services. This excludes the amount of anticipated recurring renewals not yet contractually obligated. The Company expects to recognize approximately 29% of the Banking Solutions and Capital Market Solutions segments' remaining performance obligations over the next 12 months, approximately another 21% over the next 13 to 24 months, and the balance thereafter.

As permitted by ASC 606, Revenue from Contracts with Customers, the Company has elected to exclude from this disclosure an estimate for the Merchant Solutions segment, which is primarily comprised of contracts with an original duration of one year or less or variable consideration that meet specific criteria. This segment's core performance obligations consist of variable consideration under a stand-ready series of distinct days of service, and revenue from the segment's products and service arrangements are generally billed and recognized as the services are performed. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

**(5)**Property and Equipment

Property and equipment as of December 31, 2022 and 2021, consist of the following (in millions):


	2022		2021
Land	$	40	$	46
Buildings	441		397
Leasehold improvements	135		162
Computer equipment	1,642		1,754
Furniture, fixtures, and other equipment	123		161
	2,381		2,520
Accumulated depreciation and amortization	(1,519)		(1,571)
Total Property and equipment, net	$	862	$	949

During the years ended December 31, 2022 and 2021, the Company entered into other financing obligations of $63 million and $35 million, respectively, for certain hardware and software. The assets are included in property and equipment and software and the other financing obligations are classified as long-term debt on our consolidated balance sheets. Periodic payments are included in repayment of borrowings on the consolidated statements of cash flows.

Depreciation and amortization expense on property and equipment totaled $251 million, $257 million and $252 million for the years ended December 31, 2022, 2021 and 2020, respectively.

**(6)**Goodwill

Changes in goodwill during the years ended December 31, 2022 and 2021, are summarized below (in millions).


	Banking Solutions		Merchant Solutions		Capital Market Solutions		Corporate and Other		Total
Balance, December 31, 2020	$	12,279	$	36,267	$	4,702	$	20	$	53,268
Goodwill attributable to acquisitions	—		620		—		—		620
Foreign currency adjustments	(35)		(484)		(39)		—		(558)
Balance, December 31, 2021	12,244		36,403		4,663		20		53,330
Asset impairments	—		(17,588)		—		—		(17,588)
Goodwill attributable to acquisitions	—		11		—		—		11
Foreign currency adjustments	(30)		(1,366)		(81)		—		(1,477)
Balance, December 31, 2022	$	12,214	$	17,460	$	4,582	$	20	$	34,276

Banking Solutions and Capital Market Solutions

For our Banking and Capital Markets reporting units, for which previous quantitative assessments have historically indicated substantial excess of fair value over carrying amounts, our 2020 qualitative 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. For 2021, we again performed a qualitative annual assessment of these reporting units and concluded that it remained more likely than not that the fair values of these reporting units continued to exceed their respective carrying amounts. 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. Given the substantial excess of fair value over carrying amounts, we believe the likelihood of obtaining materially different results based on a change of assumptions to be low.

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Merchant Solutions

2022 Goodwill impairment testing

We elected to begin our 2022 annual Merchant reporting unit assessment with a quantitative assessment as of October 1, 2022, that took into account 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 affecting our SMB portfolio, which is migrating from card-present offerings to embedded payments. Our assessment was based on a 50/50 weighting of the income approach and market approach and incorporated information that was known as of October 1, 2022. This analysis indicated an impairment related to our Merchant reporting unit. As a result of continued deterioration in the macroeconomic outlook, a further decline in our market capitalization and slowing growth in our Merchant business during the fourth quarter of 2022, we thereafter reperformed our quantitative goodwill impairment analysis as of December 31, 2022, using updated internal forecasts of future cash flows, considering fourth quarter operating performance, expected impact of planned business initiatives and revised expectations of economic conditions, as well as our then-current market capitalization and other updated relevant assumptions. The fair values estimated during our assessments were determined with the assistance of third-party valuation specialists. At December 31, 2022, the fair value of the Merchant reporting unit was estimated to be less than its carrying value, and we recorded a total goodwill impairment charge of $17.6 billion in the fourth quarter of 2022.

2021 Goodwill impairment testing

We began our 2021 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. Our 2021 qualitative assessment examined factors most likely to affect our reporting units' fair value and considered the impact to our business from the COVID-19 pandemic. The factors examined involved significant use of management judgment and included, among others, (1) forecasted revenue, growth rates, operating margins, and capital expenditures used to calculate estimated future cash flows, (2) future economic and market conditions and (3) FIS' market capitalization. We also considered our actual Merchant segment operating results and updated internal forecasts as compared to prior internal forecasts and other assumptions used in the 2020 quantitative assessment and estimated that the fair value of the reporting unit was likely in excess of its carrying amount by a similar percentage as determined by the prior year’s quantitative assessment. Thus, no impairment was recorded.

2020 Goodwill impairment testing

We began our 2020 annual assessment of the Merchant reporting unit with a quantitative assessment due to the economic impact of the COVID-19 pandemic on our Merchant business and its primary operations being recently acquired as part of the Worldpay acquisition. As a result of the assessment, which was performed with the assistance of third-party valuation specialists, the fair value of the reporting unit was estimated to be in excess of its carrying amount by approximately 4%.

The total carrying amount of goodwill as of December 31, 2022, is net of accumulated impairment charges of $17.7 billion. Of this amount, $17.6 billion relates to the Merchant Solutions reporting unit which was impaired during the fourth quarter of 2022, and $94 million relates to non-strategic businesses within Corporate and Other which were impaired during the fourth quarter of 2020. The total carrying amount of goodwill as of December 31, 2021 and 2020, is net of accumulated impairment expenses of $94 million which relate to non-strategic businesses within Corporate and Other which were impaired during the fourth quarter of 2020.

**(7)**Intangible Assets

Intangible assets as of December 31, 2022, consist of the following (in millions):


	Cost		Accumulated Amortization		Net
Customer relationships	$	17,635	$	(8,932)	$	8,703
Trademarks and other	625		(372)		253
Total Intangible assets, net	$	18,260	$	(9,304)	$	8,956

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Intangible assets as of December 31, 2021, consist of the following (in millions):


	Cost		Accumulated Amortization		Net
Customer relationships	$	18,287	$	(7,122)	$	11,165
Trademarks and other	632		(258)		374
Total Intangible assets, net	$	18,919	$	(7,380)	$	11,539

Amortization expense for intangible assets with finite lives was $2,170 million, $2,383 million and $2,400 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Estimated amortization of intangible assets for the next five years is as follows (in millions):


2023	$	1,977
2024	1,783
2025	1,618
2026	1,160
2027	1,025

**(8)**Software

Software as of December 31, 2022 and 2021, consists of the following (in millions):


	2022		2021
Software from acquisitions	$	2,124	$	2,181
Capitalized software development costs	3,766		3,286
Purchased software	717		728
	6,607		6,195
Accumulated amortization	(3,369)		(2,896)
Total Software, net	$	3,238	$	3,299

During the years ended December 31, 2022 and 2021, the Company recorded $32 million and $144 million, respectively, of software asset impairments and $156 million and $145 million, respectively, of incremental software amortization expense driven by the Company's platform modernization. Platform modernization includes sunsetting certain technology platforms, which resulted in shortened estimated useful lives and accelerated amortization methods primarily impacting the associated assets over an approximate three-year period, beginning in the third quarter of 2021.

Amortization expense for software was $1,068 million, $1,041 million and $837 million for the years ended December 31, 2022, 2021 and 2020, respectively.

**(9)**Deferred Contract Costs

Origination and fulfillment costs from contracts with customers capitalized as of December 31, 2022 and 2021, consist of the following (in millions):


	2022		2021
Contract costs on implementations in progress	$	250	$	218
Contract origination costs on completed implementations, net	579		553
Contract fulfillment costs on completed implementations, net	251		198
Total Deferred contract costs, net	$	1,080	$	969

For the years ended December 31, 2022, 2021 and 2020, amortization of deferred contract costs on completed implementations was $356 million, $335 million and $225 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During the years ended December 31, 2022 and 2021, the Company recorded $40 million and $38 million, respectively, of incremental amortization expense related to deferred contract costs driven by the Company's platform modernization. During the year ended December 31, 2021, the Company also recorded $58 million of impairments related to the platform modernization. The Company's platform modernization is also discussed in Note 8.

**(10)**Accounts Payable, Accrued and Other Liabilities

Accounts payable, accrued and other liabilities as of December 31, 2022 and 2021, consists of the following (in millions):


	2022		2021
Trade accounts payable and other accrued liabilities	$	1,620	$	1,829
Salaries and incentives	410		403
Taxes other than income tax	387		299
Accrued benefits and payroll taxes	104		134
Operating lease liabilities	120		146
Accrued interest payable	113		53
Total Accounts payable, accrued and other liabilities	$	2,754	$	2,864

**(11)**Other Noncurrent Assets and Liabilities

Other noncurrent assets as of December 31, 2022 and 2021, consist of the following (in millions):


	2022		2021
Operating lease ROU assets (1)	$	313	$	462
Equity security investments	393		358
Visa Europe and contingent value rights ("CVR") related assets	55		197
Derivatives	330		340
Other	957		780
Total Other noncurrent assets	$	2,048	$	2,137

Other noncurrent liabilities as of December 31, 2022 and 2021, consist of the following (in millions):


	2022		2021
Operating lease liabilities (1)	$	294	$	378
Tax Receivable Agreement liability (2)	69		267
CVR liability	342		478
Deferred revenue	165		175
Derivatives	641		165
Other	380		452
Total Other noncurrent liabilities	$	1,891	$	1,915

(1)See Note 14, Operating Leases

(2)See Note 16, Commitments and Contingencies

Visa Europe and Contingent Value Rights

As part of the Worldpay acquisition, the Company acquired certain assets and liabilities related to the June 2016 Worldpay Group plc (Legacy Worldpay) disposal of its ownership interest in Visa Europe to Visa Inc. As part of the disposal, Legacy Worldpay received proceeds from Visa Inc. in the form of cash ("cash consideration") and convertible preferred stock ("preferred stock"), the value of which may be reduced by losses incurred relating to ongoing interchange-related litigation involving Visa Europe. The preferred stock becomes convertible into Visa Inc. Class A common stock ("common stock") in stages as determined by Visa Inc. in accordance with the relevant transaction documents pertaining to the aforementioned disposal of the Visa Europe ownership interest. The preferred stock becomes fully convertible no later than 2028 (subject to a holdback to cover any pending claims). Also in connection with the disposal and pursuant to the terms of an amendment

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executed on September 17, 2020, the Company will pay the former Legacy Worldpay owners 90% of the net-of-tax proceeds from the disposal, known as contingent value rights, which is recorded as a liability ("CVR liability") on the consolidated balance sheets.

In the third quarter of 2022, Visa Inc. released a portion of the aforementioned preferred stock which was then converted into common stock. The Company sold the common stock for $269 million and later paid to the former Legacy Worldpay owners $201 million, representing 90% of the net-of tax proceeds and net-of-tax dividends received since the previous conversion. The sale of stock and related payment to the former Legacy Worldpay owners were recorded as a reduction of the CVR-related assets and CVR liability, respectively, as of December 31, 2022.

The Company has elected the fair value option under ASC 825, Financial Instruments ("ASC 825"), for measuring its preferred stock asset and CVR liability. The fair value of the preferred stock was $55 million and $197 million at December 31, 2022 and 2021, respectively, recorded in Other noncurrent assets on the consolidated balance sheets. The fair value of the CVR liability was $342 million and $478 million at December 31, 2022 and 2021, respectively, recorded in Other noncurrent liabilities on the consolidated balance sheets. Pursuant to ASC 825, the Company remeasures the fair value of the preferred stock and CVR liability each reporting period. The net change in fair value was $64 million, $53 million and $78 million for the years ended December 31, 2022, 2021 and 2020, respectively, recorded in Other income (expense), net on the consolidated statements of earnings (loss).

The estimated fair value of the preferred stock and related component of the CVR liability are determined using Level 3-type measurements. Significant inputs into the valuation of the preferred stock include the Visa Inc. Class A common stock price per share and the conversion ratio, which are observable, as well as the expected timing of future preferred stock releases for conversion into common stock and an estimate of the potential losses that will result from the ongoing litigation involving Visa Europe, which are unobservable. The estimated fair value of the cash consideration component of the CVR liability is determined using Level 3-type measurements, utilizing a discount rate based on the bond yield for the Company's credit rating and remaining payment term as the significant unobservable input.

Equity Security Investments

The Company holds various equity securities without readily determinable fair values that primarily represent strategic investments made by the Company as well as investments obtained through acquisitions. Such investments totaled $393 million and $358 million at December 31, 2022 and 2021, respectively, and are included within Other noncurrent assets on the consolidated balance sheets. The Company accounts for these investments at cost, less impairment, and adjusts the carrying values for observable price changes from orderly transactions for identical or similar investments of the same issuer. These adjustments are generally considered Level 2-type fair value measurements. The Company records gains and losses on these investments, realized and unrealized as well as impairment losses, as Other income (expense), net on the consolidated statements of earnings (loss) and recorded net (losses) gains of $(26) million, $218 million and $19 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to these investments. The net loss recorded during 2022 included a $78 million impairment loss.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

**(12)**Debt

Long-term debt as of December 31, 2022 and 2021, consisted of the following (in millions):


	December 31, 2022
		Weighted
		Average
	Interest	Interest		December 31,
	Rates	Rate (1)	Maturities	2022		2021
Fixed Rate Notes
Senior USD Notes	0.4% - 5.6%	3.5%	2023 - 2052	$	9,409	$	6,909
Senior Euro Notes	0.6% - 3.0%	1.5%	2023 - 2039	6,154		7,656
Senior GBP Notes	2.3% - 3.4%	5.9%	2029 - 2031	1,119		1,655
Revolving Credit Facility (2)		5.6%	2026	280		325
Other (3)				(622)		(103)
Total long-term debt, including current portion				16,340		16,442
Current portion of long-term debt				(2,133)		(1,617)
Long-term debt, excluding current portion				$	14,207	$	14,825

(1)The weighted average interest rate includes the impact of interest rate swaps and excludes the impact of cross-currency interest rate swaps (see Note 13).

(2)Interest on the Revolving Credit Facility is generally payable at LIBOR plus an applicable margin of up to 1.625% plus an unused commitment fee of up to 0.225%, each based upon the Company's corporate credit ratings. The weighted average interest rate on the Revolving Credit Facility excludes fees.

(3)Other includes financing obligations for certain hardware and software, the fair value of interest rate swaps (see Note 13), unamortized non-cash bond discounts and unamortized debt issuance costs.

Short-term borrowings as of December 31, 2022 and 2021, consist of the following (in millions):


	December 31, 2022
	Weighted
	Average
	Interest			December 31,
	Rate		Maturities	2022		2021
Euro-commercial paper notes ("ECP Notes")	1.9	%	Up to 183 days	$	2,054	$	1,723
U.S. commercial paper notes ("USCP Notes")	4.6	%	Up to 397 days	1,701		2,087
Other				42		101
Total Short-term borrowings				$	3,797	$	3,911

As of December 31, 2022, the weighted average interest rate of the Company's outstanding debt was 2.6%, including the impact of interest rate swaps and cross-currency interest rate swaps (see Note 13). Excluding the impact of cross-currency interest rate swaps, the weighted average interest rate of the Company's outstanding debt was 3.3%.

The obligations of FIS under the Revolving Credit Facility, ECP Notes and USCP Notes, and all of its outstanding senior notes rank equal in priority and are unsecured.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following summarizes the aggregate maturities of our long-term debt, including other financing obligations for certain hardware and software, based on stated contractual maturities, excluding the fair value of the interest rate swaps (see Note 13) and net unamortized non-cash bond discounts of $(615) million as of December 31, 2022 (in millions):


	Total
2023	$	2,135
2024	1,302
2025	1,437
2026	1,542
2027	1,838
Thereafter	8,802
Total principal payments	17,056
Debt issuance costs, net of accumulated amortization	(101)
Total long-term debt	$	16,955

There are no mandatory principal payments on the Revolving Credit Facility, and any balance outstanding on the Revolving Credit Facility will be due and payable at its scheduled maturity date, which occurs on March 2, 2026.

Senior Notes

FIS may redeem the Senior USD Notes, Senior Euro Notes and Senior GBP Notes (collectively, the "Senior Notes") at its option in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount to be redeemed and a make-whole amount calculated as described in the related indenture in each case plus accrued and unpaid interest to, but excluding, the date of redemption, provided no make-whole amount will be paid for redemptions of the Senior Notes during the period described in the related indenture (ranging from one to six months) prior to their maturity.

On December 3, 2022, FIS repaid an aggregate principal amount of €1.0 billion in Senior Euro Notes, on their due date, pursuant to the related indenture.

On July 13, 2022, FIS completed the issuance and sale of Senior USD Notes with an aggregate principal amount of $2.5 billion with interest rates ranging from 4.5% to 5.6% and maturities ranging from 2025 to 2052. The proceeds from the debt issuance were used for the repayment of debt under our commercial paper programs in the third quarter of 2022.

In March 2021, pursuant to cash tender offers and make-whole redemptions, FIS purchased and redeemed an aggregate principal amount of $5.1 billion in Senior Notes, comprised of $3,529 million in Senior USD Notes, $600 million in Senior Euro Notes, $871 million in Senior GBP Notes, and $66 million in Senior Euro Floating Rate Notes, with interest rates ranging from 0.0% to 5.0% and maturities ranging from 2021 to 2029, resulting in a loss on extinguishment of debt of approximately $528 million, recorded in Other income (expense), net on the consolidated statement of earnings (loss), relating to tender premiums, make-whole amounts, and fees; the write-off of unamortized bond discounts and debt issuance costs; and losses on related derivative instruments. The Company funded the purchase and redemption of the Senior Notes with proceeds on borrowings from the issuance and sale of Senior USD Notes on March 2, 2021.

On March 2, 2021, FIS completed the issuance and sale of Senior USD Notes with an aggregate principal amount of $5.5 billion with interest rates ranging from 0.4% to 3.1% and maturities ranging from 2023 to 2041. A portion of the proceeds from the debt issuance was used to purchase and redeem certain Senior Notes as discussed above, with the remaining proceeds used to repay a portion of our commercial paper notes.

On December 15, 2020, FIS redeemed an aggregate principal amount of €500 million in Senior Euro Notes, which were due in 2021, one month prior to maturity. The notes were redeemed pursuant to the related indenture allowing redemption without a make-whole payment.

The Senior Notes are subject to customary covenants, including, among others, customary events of default.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Commercial Paper

FIS has a Euro-commercial paper ("ECP") program for the issuance and sale of senior, unsecured commercial paper notes, up to a maximum aggregate amount outstanding at any time of $4.7 billion (or its equivalent in other currencies). The ECP program is generally used for general corporate purposes.

FIS has a U.S. commercial paper ("USCP") program for the issuance and sale of senior, unsecured commercial paper notes, up to a maximum aggregate amount outstanding at any time of $5.5 billion. The USCP program is generally used for general corporate purposes.

Revolving Credit Facility

On March 2, 2021, FIS entered into an amendment to the Revolving Credit Facility agreement to amend certain covenant provisions, revise lender commitments for certain counterparties, and extend the scheduled maturity date to March 2, 2026. Borrowings under the Revolving Credit Facility will generally be used for general corporate purposes, including backstopping any notes that FIS may issue under the USCP and ECP programs described above. As of December 31, 2022, the borrowing capacity under the Revolving Credit Facility was $1,465 million (net of $3,755 million of capacity backstopping our commercial paper notes).

The Revolving Credit Facility is subject to customary covenants, including, among others, customary events of default and limitations on the payment of dividends by FIS.

We monitor the financial stability of our counterparties on an ongoing basis. The lender commitments under the undrawn portions of the Revolving Credit Facility are comprised of a diversified set of financial institutions, both domestic and international. The failure of any single lender to perform its obligations under the Revolving Credit Facility would not adversely impact our ability to fund our operations.

Fair Value of Debt

The fair value of the Company's long-term debt is estimated to be approximately $1,873 million lower and $570 million higher than the carrying value, excluding the fair value of the interest rate swaps and unamortized discounts, as of December 31, 2022 and 2021, respectively.

**(13)**Financial Instruments

Fair Value Hedges

The Company holds interest rate swaps with aggregate notional amounts of $1,854 million, £925 million and €500 million at December 31, 2022 and 2021, respectively, converting the interest rate exposure on certain of the Company's Senior USD Notes, Senior GBP Notes and Senior Euro Notes, as applicable, from fixed to variable. These swaps are designated as fair value hedges for accounting purposes with a net liability fair value of $578 million and $85 million, reflected as a decrease in the long-term debt balance at December 31, 2022 and 2021, respectively (see Note 12).

Net Investment Hedges

The purpose of the Company's net investment hedges, as discussed below, is to reduce the volatility of FIS' net investment value in its Euro- and Pound Sterling-denominated operations due to changes in foreign currency exchange rates.

The Company recorded net investment hedge aggregate gain (loss) for the change in fair value and related income tax (expense) benefit within Other comprehensive earnings (loss), net of tax, on the consolidated statements of comprehensive earnings (loss) of $1,034 million, $878 million and $(951) million, during the years ended December 31, 2022, 2021 and 2020, respectively. No ineffectiveness has been recorded on the net investment hedges.

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Foreign Currency-Denominated Debt Designations

The Company designates certain foreign currency-denominated debt as net investment hedges of its investment in Euro- and Pound Sterling-denominated operations. As of December 31, 2022 and 2021, an aggregate €7,646 million and €8,275 million, respectively was designated as a net investment hedge of the Company's investment in Euro-denominated operations related to Senior Euro Notes with maturities ranging from 2023 to 2039 and ECP Notes. As of December 31, 2022 and 2021, an aggregate £726 million and £1,193 million, respectively, was designated as a net investment hedge of the Company's Pound Sterling-denominated operations related to the Senior GBP Notes with maturities ranging from 2029 to 2031.

Cross-Currency Interest Rate Swap Designations

The Company holds cross-currency interest rate swaps and designates them as net investment hedges of its investment in Euro- and Pound Sterling-denominated operations.

As of December 31, 2022 and 2021, aggregate notional amounts of €6,343 million and €5,906 million, respectively, were designated as net investment hedges of the Company's investment in Euro-denominated operations, and aggregate notional amounts of £2,580 million and £2,345 million, respectively, were designated as net investment hedges of the Company's Pound Sterling-denominated operations. The cross-currency interest rate swap fair values were net assets of $264 million and $258 million at December 31, 2022 and 2021, respectively.

During the year ended December 31, 2022, the Company received net proceeds of approximately $726 million for the fair values of cross-currency interest rate swaps as of the termination dates primarily as a result of entering into transactions to cash settle existing cross-currency interest rate swaps designated as net investment hedges. The proceeds were recorded within investing activities on the consolidated statements of cash flows. Following the settlement of the existing cross-currency interest rate swaps, the Company entered into new cross-currency interest rate swaps at current market terms with similar notional amounts and maturity dates as the settled cross-currency interest rate swaps.

**(14)**Operating Leases

The classification of the Company's operating lease ROU assets and liabilities in the consolidated balance sheets as of December 31, 2022 and 2021, is as follows (in millions):


		December 31,
	Classification	2022		2021
Operating lease ROU assets	Other noncurrent assets	$	313	$	462

Operating lease liabilities	Accounts payable, accrued and other liabilities	$	120	$	146
	Other noncurrent liabilities	294		378
Total operating lease liabilities		$	414	$	524

Operating lease cost was $190 million, $159 million and $210 million, and variable lease cost was $35 million, $39 million and $39 million for the years ended December 31, 2022, 2021 and 2020, respectively. Operating lease cost for the year ended December 31, 2022 and 2020, included $58 million and $30 million, respectively, in ROU asset impairment charges. There were no significant ROU asset impairment losses recognized during 2021. Cash paid for amounts included in the measurement of operating lease liabilities included in operating cash flows was $148 million, $165 million and $165 million for the years ended December 31, 2022, 2021 and 2020, respectively. Operating lease ROU assets obtained in exchange for operating lease liabilities was $56 million and $83 million for the years ended December 31, 2022 and 2021, respectively. The weighted average remaining operating lease term was 5.0 years and 5.5 years and the weighted average operating lease discount rate was 2.8% and 3.0% as of December 31, 2022 and 2021, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Maturities of operating lease liabilities, as of December 31, 2022, are as follows (in millions):


2023	$	118
2024	95
2025	71
2026	59
2027	39
Thereafter	61
Total lease payments	443
Less: Imputed interest	(29)
Total operating lease liabilities	$	414

**(15)**Income Taxes

Income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2022, 2021 and 2020, consists of the following (in millions):


	2022		2021		2020
Current provision (benefit):
Federal	$	514	$	220	$	81
State	163		68		50
Foreign	225		172		176
Total current provision	$	902	$	460	$	307
Deferred provision (benefit):
Federal	$	(299)	$	(118)	$	(53)
State	(58)		(11)		(28)
Foreign	(168)		40		(130)
Total deferred provision	(525)		(89)		(211)
Total provision for income taxes	$	377	$	371	$	96

The provision for income taxes is based on pre-tax income from continuing operations, which is as follows for the years ended December 31, 2022, 2021 and 2020 (in millions):


	2022		2021		2020
United States	$	(11,189)	$	747	$	441
Foreign	(5,142)		42		(175)
Total	$	(16,331)	$	789	$	266

Total income tax expense for the years ended December 31, 2022, 2021 and 2020, is allocated as follows (in millions):


	2022		2021		2020
Tax expense (benefit) per statements of earnings (loss)	$	377	$	371	$	96
Change in fair value of net investment hedges	361		317		(304)
Foreign currency translation adjustments	(360)		(33)		143
Other components of other comprehensive earnings (loss)	3		—		—
Total income tax expense (benefit) allocated to other comprehensive earnings	4		284		(161)
Total income tax expense (benefit)	$	381	$	655	$	(65)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate for the years ended December 31, 2022, 2021 and 2020, is as follows:


	2022		2021		2020
Federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State income taxes	2.6		6.7		14.6
Federal benefit of state taxes	(0.5)		(1.4)		(3.1)
Foreign rate differential	0.2		(4.5)		(10.1)
Book basis in excess of tax basis for goodwill impairment and disposition	(25.1)		—		9.2
Tax benefit from stock-based compensation	(0.2)		(2.2)		(18.1)
U.K. tax rate adjustment	—		23.6		38.2
Non-deductible executive compensation	(0.1)		3.5		9.0
Foreign-derived intangible income deduction	0.1		(2.4)		(7.2)
CVR liability fair value and foreign currency adjustment	(0.1)		2.0		8.2
Acquisition-related items	—		—		(15.9)
Other	(0.2)		0.7		(9.8)
Effective income tax rate	(2.3)	%	47.0	%	36.0	%

The significant components of deferred income tax assets and liabilities as of December 31, 2022 and 2021, consist of the following (in millions):


	2022		2021
Deferred income tax assets:
Net operating loss carryforwards	$	233	$	194
Employee benefit accruals	111		173
Foreign currency translation adjustment	38		—
Other deferred tax assets	126		154
Total gross deferred income tax assets	508		521
Less valuation allowance	(218)		(191)
Total deferred income tax assets	290		330
Deferred income tax liabilities:
Amortization of goodwill and intangible assets	(3,261)		(3,743)
Foreign currency translation adjustment	—		(320)
Deferred contract costs	(209)		(196)
Other deferred tax liabilities	(337)		(215)
Total deferred income tax liabilities	(3,807)		(4,474)
Net deferred income tax liability	$	(3,517)	$	(4,144)

Deferred income taxes are classified in the consolidated balance sheets as of December 31, 2022 and 2021, as follows (in millions):


	2022		2021
Noncurrent deferred income tax assets (included in Other noncurrent assets)	$	33	$	49
Noncurrent deferred income tax liabilities	(3,550)		(4,193)
Net deferred income tax liability	$	(3,517)	$	(4,144)

We believe that based on our historical pattern of taxable income, projections of future income, tax planning strategies as necessary and other relevant evidence, the Company will produce sufficient income in the future to realize its deferred income tax assets (net of valuation allowance). A valuation allowance is established for any portion of a deferred income tax asset for which we believe it is 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. We also receive periodic assessments from taxing authorities challenging our positions; these

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

assessments must be taken into consideration in determining our tax accruals. Resolving these assessments, which may or may not result in additional taxes due, may require an extended period of time. Adjustments to the valuation allowance will be made if there is a change in our assessment of the amount of deferred income tax asset that is realizable.

As of December 31, 2022 and 2021, the Company had net income taxes receivable of $170 million and $132 million, respectively. These amounts are included in Other receivables in the consolidated balance sheets.

As of December 31, 2022 and 2021, the Company has federal, state and foreign net operating loss carryforwards resulting in deferred tax assets of $233 million and $194 million, respectively. The federal and state net operating losses result in deferred tax assets as of December 31, 2022 and 2021, of $67 million and $69 million, respectively, which expire between 2023 and 2041. The Company has a valuation allowance related to these deferred tax assets for net operating loss carryforwards in the amounts of $41 million and $41 million as of December 31, 2022 and 2021. The Company has foreign net operating loss carryforwards resulting in deferred tax assets as of December 31, 2022 and 2021, of $166 million and $125 million, respectively. The Company has a full valuation allowance against the foreign net operating losses as of December 31, 2022 and 2021.

The Company participates in the IRS' Compliance Assurance Process ("CAP"), which is a real-time continuous audit. The IRS has completed its review for years through 2019. Currently, we believe the ultimate resolution of the IRS examinations will not result in a material adverse effect to the Company's financial position or results of operations. Tax years that remain subject to examination by major foreign and state tax jurisdictions are 2015 and forward.

As of December 31, 2022 and 2021, the Company had gross unrecognized tax benefits of $48 million and $54 million of which $42 million and $47 million, respectively, would favorably impact our income tax rate in the event that the unrecognized tax benefits are recognized.

The following table reconciles the gross amounts of unrecognized tax benefits at the beginning and end of the period (in millions):


	Gross Amount
Amounts of unrecognized tax benefits as of December 31, 2020	$	44
Amount of decreases due to lapse of the applicable statute of limitations	(4)
Amount of decreases due to settlements	(2)
Increases as a result of tax positions taken in the prior period	11
Increases as a result of tax positions taken in the current period	6
Foreign currency translation	(1)
Amount of unrecognized tax benefit as of December 31, 2021	54
Amount of decreases due to lapse of the applicable statute of limitations	(1)
Amount of decreases due to settlements	(13)
Increases as a result of tax positions taken in prior period	5
Increases as a result of tax positions taken in the current period	4
Foreign currency translation	(1)
Amount of unrecognized tax benefit as of December 31, 2022	$	48

The total amount of interest expense recognized in the consolidated statements of earnings (loss) for unpaid taxes is $3 million, $3 million and $3 million for the years ended December 31, 2022, 2021 and 2020, respectively. The total amount of interest and penalties included in the consolidated balance sheets is $14 million and $16 million as of December 31, 2022 and 2021, respectively. Interest and penalties are recorded as a component of income tax expense in the consolidated statements of earnings (loss).

**(16)**Commitments and Contingencies

Brazilian Tax Authorities Claims

In 2004, Proservvi Empreendimentos e Servicos, Ltda., the predecessor to Fidelity National Servicos de Tratamento de Documentos e Informatica Ltda. ("Servicos"), a subsidiary of Fidelity National Participacoes Ltda., our former item processing

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

and remittance services operation in Brazil, acquired certain assets and employees and leased certain facilities from the Transpev Group ("Transpev") in Brazil. Transpev's remaining assets were later acquired by Prosegur, an unrelated third party. When Transpev discontinued its operations after the asset sale to Prosegur, it had unpaid federal taxes and social contributions owing to the Brazilian tax authorities. The Brazilian tax authorities brought a claim against Transpev and, beginning in 2012, brought claims against Prosegur and Servicos on the grounds that Prosegur and Servicos were successors in interest to Transpev. To date, the Brazilian tax authorities filed 14 claims against Servicos asserting potential tax liabilities of approximately $12 million. There are potentially 24 additional claims against Transpev/Prosegur for which Servicos is named as a co-defendant or may be named but for which Servicos has not yet been served. These additional claims amount to approximately $33 million, making the total potential exposure for all 38 claims approximately $45 million. We do not believe a liability for these 38 total claims is probable and, therefore, have not recorded a liability for any of these claims.

Tax Receivable Agreement

The Company assumed in the Worldpay acquisition a Tax Receivable Agreement ("TRA") under which the Company agreed to make payments to Fifth Third Bank ("Fifth Third") of 85% of the federal, state, local and foreign income tax benefits realized by the Company as a result of certain tax deductions. In December 2019, the Company entered into a Tax Receivable Purchase Addendum (the "Amendment") that provides written call and put options (collectively "the options") to terminate certain estimated obligations under the TRA in exchange for fixed cash payments.

The remaining TRA obligations not subject to the Amendment are based on the cash savings realized by the Company by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been no deductions related to the tax attributes. Under the TRA, in certain specified circumstances, such as certain changes of control, the Company may be required to make payments in excess of such cash savings.

Obligations recorded in our consolidated financial statements pursuant to the TRA are based on estimates of future deductions and future tax rates and, in the case of the obligations subject to the Amendment, reflect management's expectation that the options will be exercised. In January 2023, the Company exercised its final call option pursuant to the Amendment,

which results in fixed cash payments to Fifth Third of $138 million. The timing and/or amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of taxable income the Company generates in the future and the tax rate then applicable, the use of loss carryforwards and amortizable basis. Each reporting period, the Company evaluates the assumptions underlying the TRA obligations.

The consolidated balance sheets as of December 31, 2022 and 2021, include a total liability of $266 million and $451 million, respectively, relating to the TRA. The following table summarizes our estimated payment obligation timing under the TRA as of December 31, 2022 (in millions):


			Payments Due in
	Total		2023		2024		2025 and After
Obligations under TRA	$	266	$	197	$	57	$	12

Chargeback Liability

Through services offered in our Merchant Solutions segment, the Company is exposed to potential losses from merchant-related chargebacks. A chargeback occurs when a dispute between a cardholder and a merchant, including a claim for non-delivery of the product or service by the merchant, is not resolved in favor of the merchant and the transaction is charged back to the merchant resulting in a refund of the purchase price to the cardholder. If the Company is unable to collect this chargeback amount from the merchant due to closure, bankruptcy or other reasons, the Company bears the loss for the refund paid to the cardholder. The risk of chargebacks is typically greater for those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment.

Indemnifications and Warranties

The Company generally indemnifies its clients, subject to certain limitations and exceptions, against damages and costs resulting from claims of patent, copyright, or trademark infringement associated solely with its customers' use of the Company's solutions. Historically, the Company has not made any material payments under such indemnifications but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, in which case it

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

would recognize any such losses when they are estimable. In addition, the Company warrants to customers that its software operates substantially in accordance with the software specifications. Historically, no material costs have been incurred related to software warranties, and no accruals for warranty costs have been made.

Purchase Commitments

The Company has agreements with various vendors, generally with one- to five-year terms, principally for software, maintenance support, telecommunication and network services. Additionally, we have agreements with third-party processors to provide gateway authorization and other processing services. The Company's estimated aggregate contractual obligation remaining under these agreements is approximately $828 million as of December 31, 2022, which is inclusive of the capital obligation related to the construction of our new headquarters. However, this amount could be more or less depending on various factors such as the inflation rate, foreign exchange rates, the introduction of significant new technologies, or changes in the Company's processing needs. The foregoing amounts do not include obligations of the Company under operating leases.

**(17)**Employee Benefit Plans

Stock Purchase Plan

FIS employees participate in an Employee Stock Purchase Plan ("ESPP"). Eligible employees may voluntarily purchase, at current market prices, shares of FIS' common stock through payroll deductions. Pursuant to the ESPP, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. Shares purchased are allocated to employees based upon their contributions. The Company contributes a matching amount as specified in the ESPP of 25% of the employee's contribution. The Company recorded expense of $20 million, $21 million, and $20 million, respectively, for the years ended December 31, 2022, 2021 and 2020, relating to the participation of FIS employees in the ESPP.

401(k) Profit Sharing Plan and Non-U.S. Defined Contribution Plans

The Company's U.S. employees are covered by a qualified 401(k) plan. Eligible employees may contribute up to 40% of their eligible compensation, up to the annual amount allowed pursuant to the Internal Revenue Code. The Company generally matches 50% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. The Company's non-U.S. employees are also covered by various defined contribution plans. The Company recorded expense of $134 million, $118 million and $107 million, respectively, for the years ended December 31, 2022, 2021 and 2020, relating to the participation of FIS employees in the 401(k) plan and the Company's contributions to non-U.S. defined contribution plans.

Stock Compensation Plans

The Company grants to certain employees equity awards pursuant to shares authorized under the FIS 2022 Omnibus Incentive Plan established in 2022 ("FIS Plan") which superseded and replaced the FIS 2008 Omnibus Incentive Plan. The number of shares available for future grants under the FIS Plan is 27 million as of December 31, 2022.

On January 1, 2021, the Company established a Qualified Retirement Equity Program that modified our existing stock compensation plans. The modification implemented a new retirement policy that permits retirees that meet certain eligibility criteria to continue vesting in unvested equity awards in accordance with the terms of the respective grant agreements, resulting in accelerated stock compensation expense for those employees meeting the definition of retirement eligible. The Company recorded $104 million in accelerated stock compensation expense included in Selling, general, and administrative expenses in the consolidated statement of earnings (loss) to reflect the impact of the modification on unvested equity awards outstanding at January 1, 2021.

Stock Options

The Company grants stock options which typically vest annually over three years. All stock options are non-qualified stock options, the stock options granted by the Company expire on the seventh anniversary of the grant date, and the stock options converted through the Worldpay acquisition expire on the tenth anniversary of the grant date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes stock option activity for the year ended December 31, 2022 (in millions except for per share amounts):


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance, December 31, 2021	8	$	99.32	3.6	$	143
Granted	1	95.06
Exercised	(1)	68.11			$	20
Cancelled	—	108.99
Balance, December 31, 2022	8	$	101.60	3.1	$	6

Options exercisable at December 31, 2022	6	$	96.58	2.3	$	6

The intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020, was $20 million, $107 million and $348 million, respectively. The intrinsic value of the outstanding options and options exercisable is based on a closing stock price as of December 31, 2022, of $67.85. The Company issues authorized but unissued shares or shares from treasury stock to settle stock options exercised.

The number of options granted for the years ended December 31, 2022, 2021 and 2020, was 1 million, 2 million and 2 million, respectively. The weighted average exercise price was $68.11, $142.92 and $120.47 for the years ended December 31, 2022, 2021 and 2020, respectively.

The weighted average fair value of options granted during the years ended December 31, 2022, 2021 and 2020, was $20.89, $29.01 and $21.17, respectively, using the Black-Scholes option pricing model with the assumptions below:


	2022		2021		2020
Risk free interest rate	1.7	%	0.6	%	0.4	%
Volatility	30.5	%	27.6	%	24.7	%
Dividend yield	2.0	%	1.1	%	1.2	%
Weighted average expected life (years)	4.1		4.1		4.1

The Company estimates future forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ significantly from those estimates. The Company bases the risk-free interest rate that is used in the Black-Scholes model on U.S. Treasury securities issued with maturities similar to the expected term of the options. The expected stock volatility factor is determined using historical daily price of the common stock and the impact of any expected trends. The dividend yield assumption is based on the current dividend yield at the grant date or management's forecasted expectations. The expected life assumption is determined by calculating the average term from the Company's historical stock option activity and considering the impact of future trends.

Restricted Stock Units and Performance Stock Units

The Company issues restricted stock units, which typically vest annually over three years. The grant date fair value of the restricted stock units is based on the fair market value of our common stock on the grant date. The number of restricted stock units granted during the years ended December 31, 2022, 2021 and 2020, was 1 million, 1 million and 1 million, respectively. The weighted average grant date fair value of these awards granted during the years ended December 31, 2022, 2021 and 2020, was $92.07, $138.76 and $121.83, respectively. The total fair value of restricted stock units that vested was $261 million, $241 million and $139 million in 2022, 2021 and 2020, respectively.

The Company grants performance-based stock units that typically cliff vest on the third anniversary date of the grant. The ultimate number of units to be earned depends on the achievement of performance conditions. Some performance-based stock units also include market conditions. The performance conditions are typically based on the Company’s annual organic revenue growth and Adjusted EBITDA margin expansion (see Note 21 for a definition of Adjusted EBITDA). The market conditions are based on the Company’s total shareholder return ranked against that of other companies that are included in the Standard &

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Poor’s 500 Index. The fair value of each performance-based stock unit with only performance conditions is based on the fair value of our common stock on the grant date. The fair value of each performance-based stock unit with a market condition is estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:


	2022		2021		2020
Risk free interest rate	1.6	%	0.3	%	0.3	%
Volatility	34.2	%	32.1	%	27.8	%
Dividend yield	2.0	%	1.1	%	1.3	%

The number of performance-based stock units granted during the years ended December 31, 2022, 2021 and 2020, was 2 million, 1 million and 1 million, respectively. The weighted average grant date fair value of these awards granted during the years ended December 31, 2022, 2021 and 2020, was $99.27, $130.04 and $132.77, respectively. The total fair value of the performance-based stock units that vested was $35 million, $57 million and $154 million in 2022, 2021 and 2020, respectively.

The following table summarizes the restricted stock units and performance stock units activity for the year ended December 31, 2022 (in millions except for per share amounts):


	Restricted Stock Units			Performance Stock Units
	(In millions)			(In millions)
	Shares	Weighted Average Fair Value		Shares	Weighted Average Fair Value
Balance December 31, 2021	3	$	133.15	1	$	129.55
Granted	1	$	92.07	2	$	99.27
Vested	(2)	$	132.70	(1)	$	134.06
Forfeited	—	$	114.75	—	$	102.59
Balance December 31, 2022	2	$	103.63	2	$	104.52

Stock Compensation Cost

The Company recorded total stock compensation expense of $215 million, $383 million and $283 million for the years ended December 31, 2022, 2021 and 2020, respectively, included in Selling, general, and administrative expenses in the consolidated statements of earnings (loss). Stock compensation expense related to grants with performance conditions is recorded based on management's expected level of achievement of the financial performance measures during the performance period and is adjusted as appropriate throughout the performance period based on the shares expected to be earned. The 2021 stock compensation expense includes $104 million in accelerated stock compensation expense resulting from the Qualified Retirement Equity Program modification, described further above.

As of December 31, 2022 and 2021, the total unrecognized compensation cost related to non-vested stock awards is $179 million and $181 million, respectively, which is expected to be recognized in pre-tax income over a weighted average period of 1.6 years and 1.5 years, respectively.

**(18)**Related-Party Transactions

The Company held a noncontrolling ownership stake in Cardinal Holdings ("Cardinal"), which operated the Capco consulting business, through April 29, 2021, when we sold our ownership stake due to an acquisition transaction of the Capco consulting business by Wipro Ltd. As a result of the transaction, we received net cash proceeds of approximately $367 million and recorded an approximate $225 million gain in Other income (expense), net on the consolidated statement of earnings (loss).

FIS also purchases services and software licenses from Cardinal from time to time. Cardinal was a related party through April 29, 2021. Amounts transacted through these agreements were not significant to the 2021 and 2020 periods presented when Cardinal was a related party.

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**(19)**Components of Other Comprehensive Earnings (Loss)

The following table shows Accumulated other comprehensive earnings (loss) attributable to FIS by component, net of tax, for the years ended December 31, 2022, 2021 and 2020 (in millions):


	Change in Fair Value of Net Investment Hedges		Foreign Currency Translation Adjustments		Other		Total
Balances, December 31, 2019	$	(232)	$	292	$	(93)	$	(33)
Other comprehensive earnings (loss) before reclassifications	(951)		1,034		5		88
Amounts reclassified from accumulated other comprehensive earnings	—		—		2		2
Balances, December 31, 2020	(1,183)		1,326		(86)		57
Other comprehensive earnings (loss) before reclassifications	878		(697)		4		185
Amounts reclassified from accumulated other comprehensive earnings (loss)	—		—		10		10
Balances, December 31, 2021	(305)		629		(72)		252
Other comprehensive earnings (loss) before reclassifications	1,034		(1,682)		36		(612)
Balances, December 31, 2022	$	729	$	(1,053)	$	(36)	$	(360)

See Note 15 for the tax provision associated with each component of other comprehensive earning (loss).

**(20)**Concentration of Risk

The Company generates a significant amount of revenue from large clients; however, no individual client accounted for 10% or more of total revenue in the years ended December 31, 2022, 2021 and 2020.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and trade receivables, as well as derivatives in a net asset position. The Company places its cash equivalents with high credit-quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse clients make up the Company's client base, thus spreading the trade receivables credit risk. The Company seeks to minimize credit risk for derivatives by selecting counterparties with investment grade credit ratings. The Company also manages credit risk exposure through monitoring procedures.

**(21)**Segment Information

FIS reports its financial performance based on the following segments: Banking Solutions, Merchant Solutions, Capital Market Solutions and Corporate and Other. Below is a summary of each segment.

Banking Solutions ("Banking")

The Banking segment is focused on serving financial institutions of all sizes with core processing software, transaction processing software and complementary applications and services, many of which interact directly with core processing software. We sell these solutions on either a bundled or stand-alone basis. Clients in this segment include global financial institutions, U.S. regional and community banks, credit unions and commercial lenders, as well as government institutions and other commercial organizations. Banking serves clients in more than 100 countries. We provide our clients integrated solutions characterized by multi-year processing contracts that generate recurring revenue. The predictable nature of cash flows generated from the Banking segment provides opportunities for further investments in innovation, integration, information and security, and compliance in a cost-effective manner.

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Merchant Solutions ("Merchant")

The Merchant segment is focused on serving merchants of all sizes globally, enabling them to accept, authorize and settle electronic payment transactions. Merchant includes all aspects of payment processing, including value-added services, such as security, fraud prevention, advanced data analytics, foreign currency management and numerous funding options. Merchant serves clients in over 100 countries. Our Merchant clients are highly diversified, including global enterprises, national retailers and small- to medium-sized businesses. The Merchant segment utilizes broad and varied distribution channels, including direct sales forces and multiple referral partner relationships that provide us with access to new and existing markets.

Capital Market Solutions ("Capital Markets")

The Capital Markets segment is focused on serving global financial services clients with a broad array of buy- and sell-side solutions. Clients in this segment operate in more than 100 countries and include asset managers, buy- and sell-side securities brokerage and trading firms, insurers, private equity firms, and other commercial organizations. Our buy- and sell-side solutions include a variety of mission-critical applications for recordkeeping, data and analytics, trading, financing and risk management. Capital Markets clients purchase our solutions 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. Our long-established relationships with many of these financial and commercial institutions generate significant recurring revenue. We have made, and continue to make, investments in modern platforms, advanced technologies, open APIs, machine learning and artificial intelligence, and regulatory technology to support our Capital Markets clients.

Corporate and Other

The Corporate and Other segment consists of corporate overhead expense, certain leveraged functions and miscellaneous expenses that are not included in the operating segments, as well as certain non-strategic businesses that we plan to wind down or sell. The overhead and leveraged costs relate to corporate marketing, corporate finance and accounting, human resources, legal, and amortization of acquisition-related intangibles and other costs, such as acquisition, integration and transformation-related expenses, that are not considered when management evaluates revenue-generating segment performance.

In the Corporate and Other segment, the Company recorded acquisition and integration costs primarily related to the Worldpay acquisition as well as certain other costs, including $313 million and $139 million for the years ended December 31, 2022 and 2021, respectively, primarily associated with the Company's platform modernization and the Company's Enterprise Transformation Program. These other costs also included severance and other termination expenses associated with enterprise cost control initiatives and changes in senior management totaling $102 million and $18 million for the years ended December 31, 2022 and 2021, respectively. These other costs also included stock-based compensation expense, primarily resulting from one-time performance-related awards, totaling $98 million and $137 million for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2021, the Company also recorded $104 million in accelerated stock compensation expense to reflect the impact of establishing a Qualified Retirement Equity Program that modified unvested equity awards outstanding at January 1, 2021 (see Note 17). These other costs also included incremental amortization expense associated with shortened estimated useful lives and accelerated amortization methods for certain software and deferred contract cost assets resulting from the Company's platform modernization totaling $197 million and $183 million for the years ended December 31, 2022 and 2021, respectively. For the years ended December 31, 2021 and 2020, the Company also recorded costs related to data center consolidation activities totaling $43 million and $88 million, and incremental costs directly related to COVID-19 of $44 million and $71 million respectively. During 2022, the Company recorded a $17.6 billion impairment of goodwill related to the Merchant Solutions segment resulting from 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 affecting our SMB portfolio which is migrating from card-present offerings to embedded payments. Additionally, during 2022, the Company recorded $121 million of impairments related to real estate, a non-strategic business and certain software assets. For the year ended December 31, 2021, the Company also recorded $202 million of asset impairments for certain software and deferred contract cost assets.

Adjusted EBITDA

Adjusted EBITDA is a measure of segment profit or loss that is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with FASB ASC Topic 280, Segment Reporting. Adjusted EBITDA is defined as net earnings (loss) before net interest expense, net other income (expense), income tax provision

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(benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs and other transactions that management deems non-operational in nature or that otherwise improve the comparability of operating results across reporting periods by their exclusion. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. The items affecting the segment profit measure generally include the purchase price amortization of acquired intangible assets as well as acquisition, integration and certain other costs and asset impairments. These costs and adjustments are recorded in the Corporate and Other segment for the periods discussed below. Adjusted EBITDA for the respective segments excludes the foregoing costs and adjustments.

Summarized financial information for the Company's segments is shown in the following tables. The Company does not evaluate performance or allocate resources based on segment asset data; therefore, such information is not presented.

As of and for the year ended December 31, 2022 (in millions):


	Banking Solutions		Merchant Solutions		Capital Market Solutions		Corporate and Other		Total
Revenue	$	6,706	$	4,773	$	2,763	$	286	$	14,528
Operating expenses	(4,449)		(2,875)		(1,730)		(21,593)		(30,647)
Depreciation and amortization (including purchase accounting amortization)	597		360		342		2,547		3,846
Acquisition, integration and other costs	—		—		—		759		759
Asset impairments	—		—		—		17,709		17,709
Adjusted EBITDA	$	2,854	$	2,258	$	1,375	$	(292)	$	6,195

Adjusted EBITDA									$	6,195
Depreciation and amortization									(1,361)
Purchase accounting amortization									(2,485)
Acquisition, integration and other costs									(759)
Asset impairments									(17,709)
Interest expense, net									(275)
Other income (expense), net									63
(Provision) benefit for income taxes									(377)
Net earnings attributable to noncontrolling interest									(12)
Net earnings (loss) attributable to FIS common stockholders									$	(16,720)
Capital expenditures (1)	$	494	$	514	$	283	$	162	$	1,453

(1) Capital expenditures include $63 million in other financing obligations for certain hardware and software.

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As of and for the year ended December 31, 2021 (in millions):


	Banking Solutions		Merchant Solutions		Capital Market Solutions		Corporate and Other		Total
Revenue	$	6,396	$	4,496	$	2,624	$	361	$	13,877
Operating expenses	(4,105)		(2,580)		(1,682)		(4,455)		(12,822)
Depreciation and amortization (including purchase accounting amortization)	583		346		329		2,757		4,015
Acquisition, integration and other costs	—		—		—		845		845
Asset impairments	—		—		—		202		202
Adjusted EBITDA	$	2,874	$	2,262	$	1,271	$	(290)	$	6,117

Adjusted EBITDA									$	6,117
Depreciation and amortization									(1,251)
Purchase accounting amortization									(2,764)
Acquisition, integration and other costs									(845)
Asset impairments									(202)
Interest expense, net									(214)
Other income (expense), net									(52)
(Provision) benefit for income taxes									(371)
Equity method investment earnings (loss)									6
Net earnings attributable to noncontrolling interest									(7)
Net earnings attributable to FIS common stockholders									$	417
Capital expenditures (1)	$	442	$	401	$	229	$	214	$	1,286

(1) Capital expenditures include $35 million in other financing obligations for certain hardware and software.

As of and for the year ended December 31, 2020 (in millions):


	Banking Solutions		Merchant Solutions		Capital Market Solutions		Corporate and Other		Total
Revenue	$	5,944	$	3,767	$	2,440	$	401	$	12,552
Operating expenses	(3,901)		(2,320)		(1,566)		(4,213)		(12,000)
Depreciation and amortization (including purchase accounting amortization)	513		305		273		2,623		3,714
Acquisition deferred revenue adjustment	—		—		—		—		—
Acquisition, integration and other costs	—		—		—		858		858
Asset impairments	—		—		—		136		136
Adjusted EBITDA	$	2,556	$	1,752	$	1,147	$	(195)	5,260

Adjusted EBITDA									$	5,260
Depreciation and amortization									(964)
Purchase accounting amortization									(2,750)
Acquisition, integration and other costs									(858)
Asset impairments									(136)
Interest expense, net									(334)
Other income (expense), net									48
(Provision) benefit for income taxes									(96)
Equity method investment earnings (loss)									(6)
Net earnings attributable to noncontrolling interest									(6)
Net earnings attributable to FIS common stockholders									$	158
Capital expenditures (1)	$	498	$	365	$	223	$	64	$	1,150

(1) Capital expenditures include $21 million in other financing obligations for certain hardware and software.

Clients in the United Kingdom, Germany, Australia, Brazil, Switzerland and India accounted for the majority of the revenue from clients based outside of North America for all periods presented. FIS conducts business in over 100 countries, with no individual country outside of North America accounting for more than 10% of total revenue for the years ended December 31, 2022, 2021 and 2020.

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Long-term assets, excluding goodwill and other intangible assets, located outside of the United States totaled $1,379 million and $1,608 million as of December 31, 2022 and 2021, respectively. These assets are predominantly located in the United Kingdom, Germany, India, France, Australia, and Switzerland.

**(22)**Subsequent Event

On February 13, 2023, we announced our plans to spin off the Merchant business, 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.

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