Fidelity National Information Services (FIS) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A82 rewritten77 added127 removed234 unchanged
All filing items850 rewritten904 added648 removed1,558 unchanged
Summary
counted, not written
- Item 1A lists 34 risk factor headings: 5 new, 5 reworded and 24 unchanged since FY2022. 8 headings from FY2022 no longer appear.
- Sentence by sentence, 904 added, 648 removed, 850 rewritten and 1,558 unchanged across 15 items that differ.
- New this year: Item 1C. Cybersecurity.
New Item 1A headings (5)
- Security breaches, privacy breaches, cyberattacks, unintentional disclosures of confidential information, third-party breaches, or a failure to comply with information security laws or regulations, contractual provisions or industry security requirements by FIS, or our vendors, or technology partners, could harm our business by disrupting delivery of services, damaging our reputation and resulting in a breach of one or more client contracts or regulatory investigations, enforcement actions or fines.Cybersecurity
- Bank failures or sustained financial market disruptions could adversely affect our business, financial condition and results of operations.
- Using and/or incorporating AI technologies into our business poses additional risks and uncertainties that could have the potential to harm our reputation and could have a material adverse effect on our business, financial condition or results of operations.AI
- The direct and indirect effects of climate change, including increased legal and regulatory scrutiny, could adversely affect our business.
- We may not achieve the anticipated benefits of our recently completed Worldpay Sale, and we may also be exposed to new risks following the sale.
Removed Item 1A headings (8)
- Security breaches, privacy breaches, cyber attacks, or our failure to comply with information security laws or regulations or industry security requirements, could harm our business by disrupting delivery of services and damaging the reputation of FIS and could result in a breach of one or more client contracts.
- Our revenue relating to all aspects of the sale of services to members of Visa, MasterCard and other payment networks is dependent upon our continued certification and sponsorship, and the loss or suspension of certification or sponsorship could adversely affect our business.
- Changes in the contracts, rules or standards of networks, or relevant legal or regulatory scrutiny of pricing practices, could adversely affect FIS' business, financial condition and results of operations.
- Fraud by merchants or others could have a material adverse effect on FIS' business, financial condition and results of operations.
- Legislative and regulatory changes as a result of the U.K.'s exit from membership in the E.U. ("Brexit") and changes to the E.U. and U.K. trading relationship could cause disruption to and create uncertainty surrounding our business.
- The continuing impact of the COVID-19 pandemic remains uncertain and may adversely impact our business, financial condition and results of operations.
- The planned spin-off of our Merchant business may not be completed in accordance with the expected plans or on the anticipated timeline, or at all, and will involve significant time, expense and resources, which could disrupt or adversely affect our business.
- There can be no assurance that the anticipated benefits of the spin-off will be realized if the transaction is completed, or that the costs or dis-synergies of the spin-off (including costs of related restructuring or financing transactions) will not exceed the anticipated amounts. The spin-off may expose us to new risks.
Reworded Item 1A headings (5)
- We operate in a competitive business environment; if we are unable to compete effectively, our [added: business, financial condition or] results of operations
[removed: and financial condition]may be adversely affected. - Failure to obtain new clients or renew client contracts on favorable terms could adversely affect [added: our business, financial condition or] results of
[removed: operations and financial condition.][added: operations.] - Our
[removed: business and operating][added: business, financial condition or] results [added: of operations] could be adversely affected if we experience business interruptions, errors or failure in connection with our or third-party information technology and communication systems and other software and hardware used in connection with our business, if we experience defects or design errors in the software solutions we offer, or more generally, if the third-party vendors we rely upon are unwilling or unable to provide the services we need to[removed: effectively]operate our[removed: business.][added: business effectively.] - High profile
[removed: payment card industry or]digital banking security breaches could impact consumer payment behavior patterns in the future and reduce our[removed: card payment]transaction volumes. - We are the subject of various legal proceedings that could have an adverse effect on
[removed: our revenue and profitability.][added: us.]
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
20 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
82 rewritten, 77 added, 127 removed, 234 unchanged
Any of the risks described herein could result in a significant adverse effect on our [added: business, financial condition or] results of [removed: operations and financial condition.][added: operations.]
Security breaches, privacy breaches, [removed: cyber attacks,] [added: cyberattacks, unintentional disclosures of confidential information, third-party breaches,] or [removed: our] [added: a] failure to comply with information security laws or [removed: regulations] [added: regulations, contractual provisions] or industry security [removed: requirements,] [added: requirements by FIS, or our vendors, or technology partners,] could harm our business by disrupting delivery of [removed: services and] [added: services,] damaging [removed: the] [added: our] reputation [removed: of FIS] and [removed: could result] [added: resulting] in a breach of one or more client [removed: contracts.][added: contracts or regulatory investigations, enforcement actions or fines.]
[removed: Cybersecuity] [added: Cybersecurity] is fundamental to FIS' [removed: global, complex] [added: complex, global] business.
[removed: In addition,] FIS collects [removed: personal] consumer [added: personal] data, such as names and addresses, [removed: social security numbers, driver's] [added: Social Security Numbers, driver’s] license numbers, [added: financial account numbers, transactional history,] cardholder data and payment history records.
The uninterrupted operation of information [removed: systems,] [added: systems operated by FIS and others,] as well as the confidentiality of the customer/consumer information that resides on such systems, is critical to the successful operation of FIS.
Unauthorized access to [added: or abuse of authorized access to] the computer systems or databases of FIS [added: or our vendors] could result in the theft or publication of confidential [removed: information,] [added: information and personal data,] the deletion or modification of records, [removed: damages from legal actions from clients and/or their customers,] [added: disruption of service delivery, installation of malware, and the potential need to pay ransom,] or otherwise cause interruptions in [removed: FIS' operations and damage to its reputation.][added: FIS’ operations.]
As a provider of services to financial institutions and [removed: a provider of card processing services,] [added: businesses,] FIS is bound by [added: many of] the same limitations on disclosure of the information FIS receives from clients as apply to the clients themselves.
If FIS fails to comply with these regulations and industry security requirements, [added: including those imposed by the payment card industry through its digital security standards and other rules,] it could be exposed to damages from legal actions from clients and/or their customers, governmental proceedings, governmental notice requirements, and the imposition of significant fines or prohibitions on [removed: card processing] [added: providing] services.
FIS is a highly regulated entity and is subject to a myriad of complex, evolving [removed: regulations,] [added: regulations and standards,] including cybersecurity [removed: regulations.][added: and privacy laws, regulations and industry standards.]
In addition, if more restrictive privacy laws, [added: data protection] rules or industry security requirements are adopted in the future on the federal or state level, or by a [added: non-U.S. jurisdiction in or from which we serve clients, or by a] specific industry body, [removed: they] [added: those changes] could have an adverse impact on FIS through increased costs or [removed: restrictions] [added: by imposing changes or inefficiencies] on business processes.
We operate in a competitive business environment; if we are unable to compete effectively, our [added: business, financial condition or] results of operations [removed: and financial condition] may be adversely affected.
[removed: There can be no assurance that we will be able to compete successfully against current or future competitors or that the] competitive pressures we face in the markets in which we operate will not materially adversely affect our business, financial condition, [removed: and] [added: or] results of operations.
[removed: One] [added: Any one] or more of [removed: these factors] [added: the foregoing] could have [removed: a material] [added: an] adverse effect on [removed: FIS'] [added: our] business, financial condition [removed: and] [added: or] results of operations.
In addition, the direct and indirect effects of geopolitical conflicts, such as the Russia-Ukraine [removed: war,] [added: war and the conflict between Israel and Hamas,] have adversely affected, and worsening or future conflicts could materially adversely affect, global economic activity and transaction processing volumes.
[removed: During 2022, we began to experience lengthening] [added: Lengthening] sales [removed: cycles, particularly] [added: cycles observed] in [added: 2022, particularly for large] Banking [removed: Solutions and Capital Markets,] [added: transactions with a total contract value in excess of $50 million, persisted during most of 2023,] which we believe resulted from economic [removed: uncertainty] [added: uncertainty,] and [removed: which has] [added: have] had, and [removed: is expected to] [added: may] continue to have, an adverse effect on our results of operations.
If any of these circumstances remain in effect for an extended period of time, there could be a material adverse effect on our [added: business,] financial [removed: results.][added: condition or results of operations.]
In addition, certain financial institutions that experienced negative operating results, including some of our clients, have [removed: failed.][added: failed, leading to further consolidation.]
These [removed: consolidations and failures] [added: consolidations, including those spurred by failures,] reduce our number of potential clients and may reduce our number of existing clients, which could adversely affect our revenue, even if the events do not reduce the aggregate activities of the consolidated entities.
Any of these developments could have an adverse effect on our business, [added: financial condition or] results of [removed: operations and financial condition.][added: operations.]
Failure to obtain new clients or renew client contracts on favorable terms could adversely affect [added: our business, financial condition or] results of [removed: operations and financial condition.][added: operations.]
This reduction in revenue could adversely affect our business, [removed: operating results and] financial [removed: condition.][added: condition or results of operations.]
Our [removed: business and operating] [added: business, financial condition or] results [added: of operations] could be adversely affected if we experience business interruptions, errors or failure in connection with our or third-party information technology and communication systems and other software and hardware used in connection with our business, if we experience defects or design errors in the software solutions we offer, or more generally, if the third-party vendors we rely upon are unwilling or unable to provide the services we need to [removed: effectively] operate our [removed: business.][added: business effectively.]
[removed: Any one or more of] [added: An inability to obtain such ACH services in] the [removed: foregoing] [added: future] could have [removed: an] [added: a material] adverse effect on our business, financial condition [removed: and] [added: or] results of operations.
We cannot be certain that any of these third parties will be able to continue providing these services to [removed: effectively] meet our evolving [removed: needs.][added: needs effectively.]
If our vendors, or in certain cases vendors of our customers, fail to meet their obligations, provide poor or untimely service, or we are unable to make alternative arrangements for the provision of these services, then we may in turn fail to provide our services or to meet our obligations to our customers, and our business, financial condition [removed: and operating] [added: or] results [added: of operations] could be adversely affected.
The Company is also subject to ongoing supervision by regulatory and governmental bodies across the world, including economic and conduct regulators, such as OFAC, [removed: Fin CEN,] [added: BIS, FinCEN in] the [added: U.S., the] FCA and [removed: PSR] [added: OFSI] in the U.K., [removed: the DNB in the Netherlands,] and regulatory and governmental bodies responsible for issuing anti-money laundering, anti-bribery, and global economic sanctions [added: and export control] regulations.
These various regulatory regimes require compliance across many aspects of our [removed: merchant activities in respect of capital requirements, safeguarding, training, authorization and supervision of personnel, systems, processes and documentation.][added: activities.]
As we continue to grow our global [removed: eCommerce] business around the world, we will become subject to additional countries' regulations governing [removed: merchant acquiring] [added: critical third-party service providers, financial crime] and [removed: related payments matters.][added: other regulatory areas.]
We also have business operations that store, process or transmit consumer information or have direct relationships with consumers that are obligated to comply with regulations, including, but not limited to, the FCRA, the Federal Fair Debt Collection Practices Act and applicable privacy [removed: requirements.][added: requirements and are subject to examination and oversight by the CFPB.]
In the U.K., our [removed: Merchant business, as well as our] Platform Securities and broker-dealer [removed: businesses,] [added: businesses] are regulated by the FCA and are also subject to further regulatory capital requirements.
Further, requirements of these regulations have resulted, and could further result, in changes in our business practices, our clients' business practices and those of other marketplace participants that may alter the delivery of services to [added: consumers, which have impacted, and could further impact, the demand for our solutions and services as well as alter the types or volume of transactions that we process on behalf of our clients.]
Changes to state money transmission laws and regulations, including changing interpretations and the implementation of new or varying [removed: regulatory requirements, may result in the need for additional money transmitter licenses.]
Regulations affecting the brokerage industry may change, which could adversely affect our [added: business,] financial [removed: results.][added: condition or results of operations.]
Moreover, the legislative and regulatory landscape continues to evolve, and we expect that it may cover alternative payment types, including [removed: digital] [added: digital/crypto] currency.
Any failure to comply with such laws [added: and regulations] could expose us to [removed: liability] [added: liability, regulatory scrutiny] and/or reputational damage.
If we fail to comply with relevant [added: laws or] regulations, then we risk reputational damage, potential civil and criminal sanctions, fines or other action imposed by regulatory or governmental authorities, including the potential suspension or revocation of the permission-based regulatory licenses which authorize the Company to provide core services to customers.
Our clients are subject to [removed: a number of] [added: many, varied and evolving] government regulations and industry standards with which our solutions must comply.
[removed: Our financial institution sponsors' discretionary actions under these agreements] [added: These risks] could [removed: have a material] [added: cause an] adverse effect on our business, financial condition [removed: and] [added: or] results of operations.
[removed: Such changes] [added: Misappropriation of our intellectual property or potential litigation concerning such matters] could have an adverse [removed: impact] [added: effect] on our [removed: business or] [added: business,] financial condition [removed: and] [added: or] results of operations.
Complying with varying jurisdictional requirements could increase the costs and complexity of compliance and associated recordkeeping costs or require us to change our business practices in a manner adverse to our business and [added: to] incur additional costs.
FIS and its vendors and technology partners electronically receive, process, store and transmit sensitive and confidential information of FIS' clients, such clients' customers and business partners.
Our information systems are dependent upon hardware, software, and other technological components that are both developed by FIS and provided by third parties.
These components sometimes require patches, updates, or remediation of known or potential vulnerabilities.
Implementation challenges in timely completing these tasks can lead to security vulnerabilities that expose FIS, its systems and data to potential compromise or interruption.
For that reason, security or privacy breaches are some of the principal operational risks FIS faces as a provider of services to financial institutions and businesses, and, like other such providers, FIS is a regular target of third-party attempts to identify and exploit system vulnerabilities and/or penetrate or bypass our security measures in order to gain unauthorized access to our networks and systems.
If FIS fails to maintain an adequate security infrastructure, adapt to emerging security threats (such as the use of artificial intelligence by threat actors in furtherance of cyber attacks), identify security vulnerabilities, prevent unauthorized access, identity theft or other cybersecurity risks (e.g., distributed denial of service, ransomware, and other cyber attacks), manage vendor or supply chain cybersecurity risks, or implement sufficient security standards and technology to protect against security or privacy breaches, the confidentiality of the information FIS
secures could be compromised.
These issues in turn could give rise to legal actions from clients and/or such clients' customers, regulatory investigation or enforcement activity, losses and expenses associated with such events, and damage to FIS' reputation.
Because FIS serves a diverse client base with different technology and service needs, we must continue to work to enhance our ability to manage the risks from the resulting diversity in potential security attacks.
A material privacy or security incident may trigger SEC disclosure obligations, other applicable disclosure requirements, or be disclosed publicly even if there is no legally required disclosure.
Incident disclosure may increase the risks of lawsuits or government enforcement action related to incidents, increase attention to malicious actors, and lead to greater regulatory scrutiny more generally.
The occurrence of any such incidents, and the related responses (if any) by regulators or third parties, may result in adverse publicity and reputational harm to us.
If FIS is unable, or appears to be unable, to prevent cybersecurity or privacy breaches, we risk reputational damage.
Our existing clients could lose confidence in FIS' systems and thus choose to terminate their agreements with FIS.
Such reputational harm could also inhibit FIS' ability to attract new clients; potentially increase government, regulatory, or media scrutiny; or give rise to new regulatory requirements that adversely affect FIS' ability to do business in one or more parts of the world.
There can be no assurance that we will be able to compete successfully against current or future competitors or that the
Bank failures or sustained financial market disruptions could adversely affect our business, financial condition and results of operations.
We regularly maintain domestic cash deposits in banks that are not subject to insurance protection against loss or exceed the deposit limits.
We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured.
The failure of a bank, or events involving limited liquidity, defaults, non-performance or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, or concerns or rumors about such events, may lead to disruptions in access to our bank deposits or otherwise adversely impact our liquidity and financial performance.
There can be no assurance that our deposits in excess of the insurance limits will be backstopped by the U.S. or applicable foreign government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or otherwise in the event of a failure or liquidity crisis.
Our clients, including those of our clients that are banks, may be similarly adversely affected by any bank failure or other event affecting financial institutions.
Any resulting adverse effects to our clients' liquidity or financial performance could reduce the demand for our services or affect our allowance for credit losses and collectability of trade receivables.
A significant change in the liquidity or financial position of our clients could cause unfavorable trends in receivable collections and cash flows and additional allowances for anticipated losses may be required.
These additional allowances could materially adversely affect our future financial results.
In addition, instability, liquidity constraints or other distress in the financial markets, including the effects of bank failures, defaults, non-performance or other adverse developments that affect financial institutions, could impair the ability of one or more of the banks participating in our current or any future credit facilities to honor their commitments.
This could have an adverse effect on our business if we were not able to replace those commitments or to locate other sources of liquidity on acceptable terms.
Among other things, such regulatory and financial crime compliance obligations require certain capital requirements, safeguarding, training, authorization and supervision of personnel, systems, processes and documentation and reporting to government entities.
regulatory requirements, may result in the need for additional money transmitter licenses.
Further, our business may be constrained by current and future laws and regulations governing the development, use and deployment of artificial intelligence (including machine learning) (“AI”) technologies.
These laws and regulations are continuously and rapidly evolving, and there is no single global regulatory framework for AI, creating further uncertainties regarding compliance with such laws and regulations.
As a result, our ability to leverage AI could be restricted by burdensome and costly legal requirements.
In particular, U.K. and European regulators are increasingly seeking to mitigate cyber threats and enhance digital resilience within the financial system through new regulations targeting the provision of critical third-party technology services.
Furthermore, compliance with these laws and regulations may indirectly impact the Company in circumstances where it acts as a third-party service provider to clients, who are themselves subject to these laws and regulations, and will expect the Company to take appropriate steps to support them in achieving compliance.
Using and/or incorporating AI technologies into our business poses additional risks and uncertainties that could have the potential to harm our reputation and could have a material adverse effect on our business, financial condition or results of operations.
While we believe AI has the potential to increase the value of the solutions and services we deliver to our clients, we recognize that incorporating AI technologies into our business generates a variety of risks and uncertainties.
In particular, AI algorithms may generate inaccurate, unintended, unfair or discriminatory outcomes, which may not be easily detectable or explainable, and may inadvertently breach intellectual property, privacy or other rights, as well as confidential information.
These outcomes, or the risk of these outcomes, may damage our reputation or have other unintended consequences if we are not successful in mitigating these emerging risks.
Further, if we are unsuccessful in identifying opportunities to expand our portfolio with artificial intelligence capabilities to strengthen or maintain our market position or enhance our customers’ experiences, we may have a competitive disadvantage in developing new products and operating our business and our customers may prefer different solutions.
These and other AI-related risks may emerge or change on a rapid timeframe that may make it difficult for us to predict or to respond to such risks.
FIS electronically receives, processes, stores and transmits sensitive business information of its clients.
For that reason, cybersecurity is one of the principal operational risks FIS faces as a provider of services to financial institutions.
If FIS fails to maintain an adequate security infrastructure, adapt to emerging security threats, or implement sufficient security standards and technology to protect against security breaches, the confidentiality of the information FIS secures could be compromised.
These risks are greater with increased information transmission over the internet, the increasing level of sophistication posed by cyber criminals, nation state-sponsored cyber attacks and the integration of FIS systems with those of acquired companies.
Any inability to prevent security or privacy breaches, or the perception that such breaches may occur, could cause existing clients to lose confidence in FIS' systems and terminate their agreements with FIS, inhibit FIS' ability to attract new clients, result in increasing regulation, or bring about other adverse consequences from the government agencies that regulate FIS.
In the Merchant business, our competitors include financial institutions and well-established payment processing companies.
In this business, our U.S. competitors that are financial institutions or are affiliated with financial institutions may not incur the sponsorship costs we incur for registration with the payment networks.
Accordingly, these competitors may be able to offer more attractive fees to our current and prospective clients or other services that we do not provide.
Competition could result in a loss of existing clients and greater difficulty attracting new clients.
Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain clients, there is no assurance we can successfully control our costs in order to maintain our profit margins.
As the Merchant industry fragments into new non-traditional payment and asset types, siloed expertise, new geographies and different markets, our competitors in this segment are increasing in number and type.
FIS is currently facing new competitive pressure from non-traditional payment processors, including payment facilitators and other embedded payment solution providers, which has had and is expected to continue to have an adverse effect on our Merchant revenue and margins in 2023, as well as from other parties entering the payments industry, which may compete in one or more of these areas.
These competitors have significant financial resources and robust networks and are highly regarded by consumers.
If these competitors gain a greater share of total electronic payments transactions, or if we are unable to successfully react to changes in the industry spurred by the entry of these new market participants or to allocate sufficient capital to enable our Merchant business to successfully make acquisitions and pursue growth plans in response to industry changes, then it could have a further material adverse effect on FIS' business, financial condition and results of operations.
For more detail, see "Item 1.
*Business*, Competition."
Rising interest rates, inflation, and slowing economic growth in the U.S. and Europe began to negatively affect revenue growth and profitability in 2022, particularly in our Merchant Solutions segment.
These effects began to accelerate in the fourth quarter of 2022 and are expected to continue to adversely affect our future financial performance.
These expectations contributed to our fourth quarter 2022 goodwill impairment in our Merchant reporting unit, and further deterioration in macroeconomic conditions beyond our current expectations could contribute to further impairment.
Additionally, supply chain issues globally can slow down the provision of parts for our products, such as chips in EMV cards, and could adversely impact revenue.
consumers, which have impacted, and could further impact, the demand for our solutions and services as well as alter the types or volume of transactions that we process on behalf of our clients.
Our revenue relating to all aspects of the sale of services to members of Visa, MasterCard and other payment networks is dependent upon our continued certification and sponsorship, and the loss or suspension of certification or sponsorship could adversely affect our business.
In order to provide our card processing services, we must be certified (including applicable sponsorship) by Visa, MasterCard, American Express, Discover and other similar organizations.
These certifications are dependent upon our continued adherence to the standards of the issuing bodies and sponsoring member banks.
The member financial institutions, some of which are our competitors, set the standards with which we must comply.
If we fail to comply with these standards, then we could be fined, our certifications could be suspended, or our registration could be terminated.
The suspension or termination of our certifications, or any changes in, or the enforcement of, the rules and regulations governing or relating to the businesses of Visa, MasterCard or other payment networks, could result in a reduction in revenue or increased costs of operation for us, which in turn could have a material adverse effect on our business.
In order to provide merchant transaction processing services in the U.S. and certain other jurisdictions, we are registered through our bank sponsorships with the Visa, MasterCard and other payment networks as service providers for member institutions.
As a result, FIS and many of its clients are subject to payment network rules.
If FIS or its associated participants do not comply with the payment network requirements, the payment networks could seek to fine FIS, suspend FIS or terminate its registrations.
Our Merchant business has occasionally received notices of noncompliance and fines, which have typically related to excessive chargebacks by a merchant or data security failures on the part of a merchant.
If FIS is unable to recover fines from, or pass through costs to, its merchants or other associated participants, then FIS would experience a financial loss.
The termination of its registration, or any changes in the payment network rules that would impair FIS' registrations, could require the Company to stop providing payment network services to the Visa, MasterCard or other payment networks, which would have a material adverse effect on FIS' business, financial condition and results of operations.
Outside of the U.S., our Merchant business primarily provides acquiring and processing services directly through international credit and debit card networks run by Visa, MasterCard and other payment networks.
In order to access the card networks, the Company must maintain the relevant jurisdictional operating licenses or memberships.
In some markets where it is not feasible or possible for the Company to have a direct acquiring license with a card network, we have a relationship with a local financial institution sponsor.
As part of the Company's registration with card networks (either directly or indirectly through local sponsors), the Company is subject to operating rules, including mandatory technology requirements, promulgated by the card networks that could subject the Company and its customers to a variety of fines and penalties, as well as suspension and termination of membership or access.
These agreements in the U.S. and elsewhere with bank sponsors give such sponsors substantial discretion in approving certain aspects of our business practices in our Merchant business, including our solicitation, application and qualification procedures for merchants and the terms of our agreements with merchants.
We also rely on various financial institutions to provide clearing services in connection with our settlement activities.
Without these sponsorships or clearing services agreements in our Merchant business, we would not be able to process Visa, MasterCard and other payment network transactions or settle transactions in relevant markets, including the U.S., which would have a material adverse effect on FIS' business, financial condition and results of operations.
An excerpt. Shown here: 40 of 82 rewritten, 40 of 77 added and 40 of 127 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2023 filing and the FY2022 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
88 rewritten, 152 added, 129 removed, 107 unchanged
The following section discusses management's view of the financial condition and results of operations of FIS and its consolidated subsidiaries as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] unless otherwise noted.
Our revenue [added: from continuing operations] is primarily derived from a combination of technology and processing solutions, transaction [added: processing] fees, professional services and software license fees.
While we are a global company and do business around the world, the majority of our revenue is generated by clients in the U.S. The majority of our international revenue is generated by clients in the U.K., Germany, [removed: Australia, Brazil] [added: Canada, Brazil, Australia] and [removed: Canada.][added: Switzerland.]
The U.S. and Europe, the two largest geographic areas for our businesses, are experiencing slower economic growth [removed: and higher rates of inflation] than in [removed: recent] [added: previous] years.
[removed: In 2022, we began to experience lengthening] [added: Lengthening] sales cycles [added: observed] in [removed: Banking and Capital Markets,] [added: 2022,] particularly [removed: across] [added: for] large [added: Banking] transactions with a total contract value in excess of $50 [removed: million.][added: million, persisted during most of 2023, which we believe resulted from economic uncertainty.]
We also [removed: experienced increased wages] [added: experienced,] and [removed: benefits costs compared] [added: continue] to [removed: 2021,] [added: experience, higher rates of inflation in these markets, including increasing wage and benefits rates,] which management believes is in part due to inflation and in part due to competitive job markets for the skilled employees who support our [removed: businesses.][added: businesses, as well as increasing non-labor-related costs.]
[removed: Given the nature of our varied businesses, the] [added: The] magnitude of future effects of slower economic growth, including [removed: elongated] [added: lengthy] sales [removed: cycles,] [added: cycles] and [removed: of inflation are] [added: inflation, is] difficult to predict, although [removed: they] [added: these factors] have had [removed: and are expected to continue to have] an adverse effect on our results of [removed: operations.][added: operations and, to the extent they persist, may continue to have a negative effect.]
In 2022, we [removed: also] recorded a goodwill impairment charge of $17.6 billion related to the [removed: Merchant Solutions] [added: held-for-sale] reporting [removed: unit.][added: unit, reflecting our intermediate-term growth expectations.]
See [removed: "*Goodwill Impairment*" in our Critical Accounting Policies and] Note [removed: 6] [added: 3] to the consolidated financial statements for further [removed: details.][added: details on the goodwill impairments.]
[removed: As a result] [added: The combined effect] of the factors noted [removed: above, for the Company as a whole, we expect] [added: above resulted in] 2023 revenue growth [removed: will be substantially] [added: being] slower than [added: in] 2022, and [removed: we expect to experience margin compression in] 2023 [removed: as] [added: net earnings declined] compared to 2022.
[removed: expect] [added: Over the longer term, we are targeting] improvements in revenue growth and margins [removed: in response] to [added: the extent of] improving economic conditions and [added: in response to] planned management actions, including our Future Forward program discussed below.
We continue to assist financial institutions [added: and other businesses] in migrating to outsourced integrated technology solutions to improve their profitability and address increasing and ongoing regulatory requirements.
We invest both [removed: organically] [added: internally] and through investment opportunities in companies building complementary technologies in the financial services space.
Our internal [removed: efforts in research and] development activities have related primarily to the modernization of our proprietary core systems in each of our segments, design and development of next-generation digital and innovative solutions and development of processing systems and related software applications and risk management platforms.
We expect to continue [removed: our practice of investing] [added: to invest] an appropriate level of resources to maintain, enhance and extend the functionality of our proprietary systems and existing software applications, to develop new and innovative software applications and systems to address emerging technology trends in response to the needs of our [removed: clients] [added: clients,] and to enhance the capabilities of our outsourcing infrastructure.
[removed: Conversely, we may lose revenue if we are providing solutions to both entities, or if a client of ours is] involved in a consolidation and our solutions are not chosen to support the newly combined entity.
As [removed: merchants and] financial institutions respond to these changes by seeking solutions to help them enhance their own offerings to consumers, including the ability to accept card-not-present [removed: ("CNP")] payments in eCommerce and mobile environments as well as contactless cards and mobile wallets at the point of sale, FIS believes that payment processors will seek to develop additional capabilities in order to serve clients' evolving needs.
[removed: Through the] [added: Using] expertise we have gained [removed: with this] [added: from our] ongoing focus and investment, we have developed and [added: we] offer fraud, security, risk management and compliance solutions to target [removed: the] [added: this] growth opportunity in the financial services industry.
[added: We assess the solutions and services] promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a solution or service (or bundle of solutions or services) that is distinct - i.e., if a solution or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
Assumptions for customer relationship asset valuations typically include forecasted revenue attributable to existing customer contracts and relationships, estimated annual attrition, forecasted [removed: EBITDA] margin, and estimated weighted average cost of capital and discount rates.
The forecasted revenue and [removed: EBITDA] margins used in the discounted cash flow models are critical estimates in determining the fair value of customer relationships and developed technology software assets as these estimates are influenced by many factors including historical financial information and management’s expectation for future operating results as a combined company.
See Note [removed: 3] [added: 14] to the consolidated financial statements for [added: further] discussion of the [removed: Payrix acquisition in 2021.][added: interest rate swaps.]
Goodwill impairment assessments require a significant amount of management judgment, and a meaningful change in one or more of the underlying forecasts, estimates, or assumptions used in testing goodwill for impairment could result in a material impact on the Company's [added: financial position or] results of [removed: operations and financial position.][added: operations.]
When a quantitative assessment is triggered or elected, we typically engage third-party valuation specialists to assist us in determining the fair value of the reporting unit based on the weighted average of two valuation techniques: an income approach [removed: (also known as the discounted cash flow method) and a market approach.]
For our Banking and Capital Markets reporting units, for which previous third-party valuations have historically indicated substantial excess of fair value over carrying amounts, our [removed: 2020] [added: 2021] 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 [removed: 2021,] [added: 2023,] we [removed: 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.
We are a party to certain historical related-party agreements as discussed in Note [removed: 18] [added: 19] to the consolidated financial statements.
| | | | Year ended December 31, | | | | | | | | | | | | | | | | | | [added: $ Change] | | | [added: | | | | | | | | | % Change | | | | | | | | |]
| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | | | | | [removed: $ Change] [added: 2022] | | | | | | [removed: % Change] [added: 2021] | | | [added: | | | 2022 | | | | | | 2021 | | |]
| | | | (In millions) | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Gross profit margin | | | [removed: 39] [added: 37] | | % | | | | [removed: 37] [added: 36] | | % | | | | [added: 36] | | [added: %] | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Selling, general and administrative expenses | | | [removed: (4,118)] [added: (2,096)] | | | | | | [removed: (3,938)] [added: (2,182)] | | | | | | [removed: (180)] [added: (2,115)] | | | | | | [removed: 5] [added: 86] | | | [added: | | | (67) | | | | | | (4) | | | | | | 3 | | |]
| Operating margin | | | [removed: NM] [added: 15] | | [added: %] | | | | [removed: 8] [added: 13] | | % | | | | [added: 11] | | [added: %] | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
Revenue [added: for the year ended December 31, 2023,] increased primarily due to [removed: the ramp-up of new client wins in Banking, increased Merchant volumes and] strong [removed: new sales] [added: recurring revenue growth] in [added: the Banking and] Capital Markets [removed: driving recurring revenue growth.][added: segments.]
Cost of revenue [added: for the year ended December 31, 2022,] increased due to the revenue variances noted above and cost inflation, partially offset by lower intangible asset amortization resulting primarily from foreign currency movements.
Selling, general and administrative expenses [added: for the year ended December 31, 2022,] increased primarily due to higher compensation and acquisition-related expenses.
The 2021 period included accelerated stock compensation expense recorded associated with the establishment of the Qualified Retirement Equity Program that modified our existing stock compensation plans as described in Note [removed: 17] [added: 18] to the consolidated financial statements.
For [removed: more details, see "Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Goodwill Impairments." For] the year ended December 31, 2022, the Company also recorded [removed: $121 million of] impairments related to real estate, a non-strategic business and certain software assets.
During 2021, the Company recorded [removed: $202 million of asset] impairments [removed: for] [added: primarily related to] certain software and deferred contract cost assets driven by the Company's platform modernization.
The annual change in operating income [added: and operating margin for the year ended December 31, 2023 and 2022] resulted from the revenue and cost variances noted above.
Rising interest rates have had, and may continue to have, a negative impact on our interest expense; however, planned debt reduction is expected to decrease our total interest expense.
In 2022, the strengthening of the U.S. dollar had a negative impact on our revenue and earnings, while in 2023, impacts of foreign currency fluctuations were slightly favorable.
Given the volatility of exchange rates and the mix of currencies involved in both revenues and expenses, the direction and magnitude of future effects of currency fluctuations are uncertain.
Slowing growth trends affecting our discontinued operations observed over the second half of 2022, reflecting both slower economic growth, particularly in the U.K., and competitive pressures, continued over the course of 2023.
In the second quarter of 2023, we recorded an additional $6.8 billion goodwill impairment, reflective of the price at which we agreed to sell a majority interest in the Worldpay Merchant Solutions business to Buyer as discussed further below.
Also as discussed in Note 3, the Company recorded a $1.9 billion valuation allowance against the assets held for sale in the disposal group, primarily as a result of the exclusion of certain deferred tax liabilities that were not transferring to the Joint Venture in the Worldpay Sale.
As of January 31, 2024, the closing date of the Worldpay Sale, the assets held for sale, net of the valuation
allowance, and the liabilities held for sale were derecognized, and any additional gain or loss on sale will be recorded in our discontinued operations for the first quarter of 2024.
On January 31, 2024, the Company completed the previously announced Worldpay Sale for cash consideration in a transaction valuing the Worldpay Merchant Solutions business at an enterprise value of $18.5 billion, including $1.0 billion of consideration contingent on the returns realized by Buyer exceeding certain thresholds.
The net cash proceeds received by FIS at the closing were greater than $12 billion, net of estimated closing adjustments, debt restructuring fees, taxes and transaction costs.
The closing adjustments relate to estimated closing levels of the Worldpay Merchant Solutions business' debt, working capital relative to an agreed target and available cash relative to an agreed minimum of not less than $1.5 billion and will be trued-up post-closing.
We intend to use proceeds from the sale to retire debt and return additional capital to shareholders through our existing share repurchase authorization, as well as for general corporate purposes, including acquisitions, while maintaining an investment grade credit rating.
As of the closing, we retained a non-controlling 45% ownership interest in a new standalone Joint Venture.
In future reports, FIS' share of the net income of the Joint Venture will be reported as equity method investment earnings (loss).
In connection with the sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and minimizing potential dis-synergies.
FIS and Worldpay also entered into additional agreements as described in Note 24 to the consolidated financial statements.
As of December 31, 2023, on a continuing operations basis, we achieved annualized run-rate Future Forward cash savings of over $550 million exiting the quarter, including over $370 million of operational expense savings and approximately $180 million of capital expense savings.
We continue to expect cash savings exiting 2024 of $1.0 billion, of which over 75 percent represents run-rate cash savings.
Conversely, we may lose revenue if we are providing solutions to both entities, or if a client of ours is
Recent U.S. bank failures could negatively impact our results to the extent more of our customers become illiquid; however, our current exposure to recent closures is limited, and we may be a long-term beneficiary of these closures.
As a leading provider of financial technology services to the top 100 U.S. banks by asset size as well as other global financial institutions, FIS boasts a highly diversified customer base, with no single customer accounting for more than approximately 2% of 2023 revenue from continuing operations.
With respect to U.S. financial institution customers that closed during 2023, FIS expects to continue to provide services for the majority of these banks, and our revenue exposure from potential contract terminations related to these banks is not material.
Further, FIS' core banking customer contracts are generally structured with fees that increase based on the number of active accounts or transactions rather than the amount of deposits.
Thus, to the extent account volume increases, we are positioned to benefit from this growth as a leading core banking services provider to large financial institutions.
Cyberattacks on information technology systems and the vendors and technological supply chain they rely on continue to grow in frequency, complexity and sophistication.
The continued growth in the frequency, complexity and sophistication of cyberattacks presents both a threat and an opportunity for FIS.
We also use certain of these solutions to manage our own risks.
See Item 1C for additional discussion of how the Company assesses, identifies, and manages cybersecurity risks.
Application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates.
Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation in the
determination of distinct performance obligations.
Other judgments may include the evaluation of the standalone selling price for each performance obligation and whether separate contracts should be combined and considered part of one arrangement.
We had no significant business combinations during 2023 and 2022.
Based on the results of our assessments, goodwill of the reporting units in our continuing operations was not impaired in any of the periods presented.
(also known as the discounted cash flow method) and a market approach.
In connection with the closing of the Worldpay Sale, we entered into several agreements with certain Worldpay entities, as further described in Note 24 to the consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | | | $ | 9,821 | | | | | $ | 9,719 | | | | | $ | 9,339 | | | | | $ | 102 | | | | | $ | 380 | | | | | 1 | | % | | | | 4 | | % |
| Cost of revenue | | | (6,145) | | | | | | (6,216) | | | | | | (5,990) | | | | | | 71 | | | | | | (226) | | | | | | (1) | | | | | | 4 | | |
Although Merchant has a lesser percentage of multi-year contracts, substantially all of our Merchant revenue is recurring, derived from transaction processing fees that fluctuate with the number or value of transactions processed, among other variable measures associated with consumer activity.
We experienced increases in non-labor-related costs compared to 2021 as well.
In 2022, the strengthening of the U.S. dollar had, and, to the degree it continues to strengthen, is expected to continue to have, a negative impact on our revenue and earnings, and rising interest rates had, and are expected to continue to have, a negative impact on our earnings.
The impairment reflects our intermediate-term expectation of lower growth in the segment, particularly related to the SMB sub-segment.
The Merchant segment posted revenue growth of 6% in 2022 compared to the prior year, net of (3%) growth impact of unfavorable foreign currency movements, with a deceleration over the second half of the year, particularly in the fourth quarter.
The slowing growth primarily reflects a decline in SMB sub-segment revenues, attributable to slower economic growth and competitive pressures.
Additionally, our Enterprise sub-segment was negatively impacted by a decline in U.K.- derived revenue, principally reflecting softer economic conditions in the region.
We anticipate these trends to continue into 2023.
In addition, the war in Ukraine has negatively affected, and as long as it continues will continue to negatively affect, our Merchant business.
Over the longer term, we
On February 13, 2023, we announced plans to spin off our Merchant Solutions business.
The planned separation is intended to create two independent, publicly traded companies with enhanced strategic and operational focus and to enable more tailored capital allocation and investment decisions to unlock growth.
While we believe the spin-off will be beneficial to both FIS and, following the spin, to the Merchant business, and therefore indirectly to our shareholders, it will result in some one-time costs and revenue and expense dis-synergies.
The latter are expected to include higher interest expense as a result of replacing lower coupon FIS debt with higher coupon Merchant debt, in part due to the current interest rate environment.
FIS and SpinCo are expected to maintain a commercial relationship to ensure continuity for clients.
We expect the spin-off to be completed within the next 12 months.
The proposed spin-off is subject to customary conditions, including final approval by our Board of Directors, receipt of a tax opinion and a private letter ruling from the Internal Revenue Service, the filing and effectiveness of a Form 10 registration statement with the SEC and obtaining of all required regulatory approvals.
No assurance can be given that a spin-off will in fact occur, or that it will achieve the anticipated benefits, on our desired timetable or at all.
See "Risk Factors—Risks Related to the Planned Spin-Off of our Merchant Business" in Item 1A of this Annual Report.
We are targeting cash savings from Future Forward of $1.25 billion by year-end 2024, consisting of $600 million of operating expense savings (run rate as of end of 2024), $300 million of capital expense savings (run rate as of end of 2024) and $350 million of cumulative savings by year-end 2024 from the reduction or elimination of acquisition, integration and transformation-related expenses, in each case prior to the effects of the proposed spin-off of the Merchant Solutions business, which we believe will reduce the available savings.
Following the successful modernization of our IT infrastructure and consolidation of our data centers, we are now accelerating the modernization of our strategic applications and sunsetting of our redundant platforms.
Our multi-year platform modernization initiative is designed to create a componentized, cloud-native set of capabilities that can be consumed by clients as end-to-end business applications or as individual components.
Although our platform modernization has resulted and will continue to result in additional near-term costs, we expect it will continue to result in improvements in our operational efficiencies over time.
Globally, attacks on information technology systems, such as those operated by FIS, continue to grow in frequency, complexity and sophistication.
These circumstances present both a threat and an opportunity for FIS.
We maintain significant focus on and investment in information security that is designed to mitigate threats to our systems and solutions.
The most critical judgments required in applying ASC 606, *Revenue Recognition from Customers,* and our revenue recognition policy relate to the determination of distinct performance obligations and the evaluation of the standalone selling price for each performance obligation.
We assess the solutions and services
The transaction price (including any discounts or rebates) is allocated among distinct solutions and solutions in a contract that includes multiple performance obligations based on their relative standalone selling prices.
Judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount we expect to receive in exchange for the related good or service.
For performance obligations that are not sold separately, we estimate the standalone selling prices considering all reasonably available information and maximizing observable inputs using various approaches including historical pricing, cost plus margin, adjusted market and residual approaches.
The cost-plus-margin approach, in particular, requires judgment, including the estimation of the costs required to complete the performance obligation.
These estimates are based primarily on the scope and complexity of the obligation, platform migration timelines, expected account or transaction volumes, and internal and external labor rates.
We have not made significant changes in our cost estimates under this approach in the reporting period.
For significant contracts for which the cost-plus-margin approach was used to estimate the standalone selling price, a 10% change in our cost assumptions would not have a significant impact on the amount reported during the period.
The Payrix acquisition is not considered material to warrant additional disclosure regarding estimation uncertainty.
Pursuant to our annual goodwill impairment test performed as of October 1, 2022, and supplemented by a further impairment test performed as of December 31, 2022, we recorded a total goodwill impairment charge of $17.6 billion in the fourth quarter of 2022 for the Merchant reporting unit.
In the fourth quarter
of 2020, we recorded $94 million in goodwill impairment related to certain non-strategic businesses in the Corporate and Other segment.
For the remaining reporting units for all periods presented, goodwill was not impaired.
An excerpt. Shown here: 40 of 88 rewritten, 40 of 152 added and 40 of 129 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
21 rewritten, 8 added, 14 removed, 19 unchanged
We periodically use certain derivative financial instruments, including interest rate [added: swaps, cross-currency interest rate] swaps and foreign currency forward contracts, to manage interest rate and foreign currency risk.
We are exposed to interest rate risk on these debt [removed: obligations and related interest rate swaps.][added: obligations.]
Our fixed-rate senior notes (as included in Note [removed: 12] [added: 13] to the consolidated financial statements) represent the majority of our fixed-rate long-term debt obligations as of December 31, [removed: 2022.][added: 2023.]
The carrying value, excluding the fair value [removed: of the] [added: basis adjustments due to] interest rate swaps described below and unamortized discounts, of our senior notes was [removed: $16.7] [added: $14.8] billion as of December 31, [removed: 2022.][added: 2023.]
The fair value of our senior notes was approximately [removed: $14.8] [added: $13.7] billion as of December 31, [removed: 2022.][added: 2023.]
Our variable-rate risk principally relates to borrowings under our U.S. commercial paper program, Euro-commercial paper program, [added: Revolving Credit Facility] and [added: Incremental] Revolving Credit Facility (as included in Note [removed: 12] [added: 13] to the consolidated financial statements) [removed: and the notional amounts of our interest rate swaps designated as fair value hedges] (collectively, "variable-rate debt").
At December 31, [removed: 2022,] [added: 2023,] our weighted-average cost of debt was [removed: 2.6%] [added: 3.5%] with a weighted-average maturity of [removed: 5.7] [added: 5.2] years; [removed: 65%] [added: 77%] of our debt was fixed rate, and the remaining [removed: 35%] [added: 23%] was variable-rate debt, inclusive of fair value [added: basis] adjustments [removed: of] [added: due to] interest rate swaps.
A 100 basis-point increase in the weighted-average interest rate on our variable-rate debt would have increased our [removed: 2022] [added: 2023] annual interest expense by [removed: $75] [added: $49] million.
We performed the foregoing sensitivity analysis based solely on the outstanding balance of our variable-rate debt as of December 31, [removed: 2022.][added: 2023.]
For comparison purposes, based on the outstanding balance of our variable-rate debt as of December 31, [removed: 2021,] [added: 2022,] and calculated in the same manner as set forth above, an increase of 100 basis points in the weighted-average interest rate would have increased our annual interest expense by approximately [removed: $78] [added: $75] million.
During the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] we generated approximately [removed: $2,820] [added: $1,261] million, [removed: $2,833] [added: $1,288] million and [removed: $2,432] [added: $1,330] million, respectively, in revenue denominated in currencies other than the U.S. Dollar.
The major currencies to which our revenue is exposed are the British Pound Sterling, Euro, Brazilian Real, [added: Swedish Krona,] Australian Dollar and Indian Rupee.
A 10% movement in average exchange rates for these currencies (assuming a simultaneous and immediate 10% change in all of such rates for the relevant period) would have resulted in the following increase or decrease in our reported revenue for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (in millions):
| Currency | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Pound Sterling | | | | | | $ | [removed: 178] [added: 43] | | | | | $ | [removed: 177] [added: 42] | | | | | $ | [removed: 141] [added: 41] | |
| Euro | | | | | | [removed: 31] [added: 25] | | | | | | [removed: 34] [added: 26] | | | | | | [removed: 35] [added: 28] | | |
| Real | | | | | | [removed: 15] [added: 14] | | | | | | [removed: 14] [added: 15] | | | | | | [removed: 12] [added: 14] | | |
| Rupee | | | | | | [removed: 9] [added: 6] | | | | | | [removed: 11] [added: 9] | | | | | | [removed: 10] [added: 11] | | |
| Australian Dollar | | | | | | [removed: 10] [added: 7] | | | | | | [removed: 8] [added: 7] | | | | | | [removed: 7] [added: 6] | | |
We do periodically enter into foreign currency forward contracts to hedge foreign currency exposure to intercompany [removed: loans and] [added: loans,] other balance sheet [removed: items.][added: items or expected foreign currency cash flows resulting from forecasted transactions.]
The Company also utilizes foreign currency-denominated debt and cross-currency interest rate swaps designated as net investment hedges in order to reduce the volatility of the net investment value of certain of its Euro and Pound Sterling functional subsidiaries [added: and utilizes cross-currency interest rate swaps designated as fair value hedges in order to mitigate the impact of foreign currency risk associated with our foreign currency-denominated debt] (see Note [removed: 13] [added: 14] to the consolidated financial statements).
As of December 31, 2023, the notional amounts of our fixed-to-variable interest rate swaps no longer contribute to interest rate risk, as described further below.
During the quarter ended September 30, 2023, the Company de-designated its fixed-to-variable interest rate swaps as fair value hedges for accounting purposes and entered into offsetting variable-to-fixed interest rate swaps.
The Company accounts for the de-designated fixed-to-variable and offsetting variable-to-fixed interest rate swaps as economic hedges; as such,
effective as of the de-designation dates, changes in interest rates associated with the variable leg of the interest rate swaps do not affect the interest expense that we recognize, eliminating our variable-rate risk on our fixed-to-variable interest rate swaps.
The de-designation of the fixed-to-variable interest rate swaps resulted in final fair value basis adjustments that are amortized into interest expense over the remaining periods to maturity of the respective debt as described in Note 14 to the consolidated financial statements.
The fair value basis adjustments recorded as a decrease of the long-term debt totaled $594 million, net of amortization, as of December 31, 2023, with $41 million amortized as interest expense for the year ending December 31, 2023.
| Swedish Krona | | | | | | 10 | | | | | | 7 | | | | | | 7 | | |
| Total increase or decrease | | | | | | $ | 105 | | | | | $ | 106 | | | | | $ | 107 | |
As of December 31, 2022, the following interest rate swaps converting the interest rate exposure on certain of our senior notes from fixed to variable were outstanding (in millions):
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | Weighted | | | | | | Weighted | | |
| Notional Amount by | | | | | | | | | | | | Average | | | | | | Average | | |
| Currency | | | | | | Maturities | | | | | | Receive Rate | | | | | | Pay Rate | | |
| $ | 1,854 | | | | | 2029 - 2031 | | | | | | 2.74 | | % | | | | 6.26 | | % |
| £ | 925 | | | | | 2029 - 2031 | | | | | | 3.00 | | % | | | | 5.88 | | % |
| € | 500 | | | | | 2024 | | | | | | 1.10 | | % | | | | 2.26 | | % |
By entering into the aforementioned swap agreements, we have assumed risks associated with variable interest rates based upon LIBOR, or Daily Compounded SONIA as applicable based on the phase-out of LIBOR rates, or Euribor.
Changes in the overall level of interest rates affect the interest expense that we recognize.
We designated the interest rate swaps as fair value hedges for accounting purposes as described in Note 13 to the consolidated financial statements.
A 100 basis-point increase in the 3-month USD LIBOR rate, Daily Compounded SONIA rate (previously 6-month GBP LIBOR rate), and 3-month Euribor rate, as applicable, for the interest rate swaps outstanding as of December 31, 2022 and 2021, would increase our annual interest expense by approximately $35 million and $37 million, respectively.
| Total increase or decrease | | | | | | $ | 243 | | | | | $ | 244 | | | | | $ | 205 | |
Item 1. Business
43 rewritten, 39 added, 61 removed, 205 unchanged
FIS is a leading [added: global] provider of [added: financial services] technology solutions for financial [removed: institutions and] [added: institutions,] businesses [removed: of all sizes] and [removed: across any industry globally.][added: developers.]
[removed: Organic] [added: Our] growth has been driven by a number of factors, including growth of our [removed: customers’] [added: customers'] businesses, our internal development of new solutions that enhance our client offerings, and our sales and marketing efforts to expand our customer base and addressable markets.
Acquisitions have [added: also] contributed additional solutions that complement or enhance our offerings, diversify our client base, expand our geographic coverage, and provide entry into new and attractive adjacent markets that align with our strategic objectives.
We continue to strategically allocate resources to both [removed: organic] [added: internal] and [removed: inorganic] [added: external] growth initiatives to enhance the long-term value of our business.
- *Brand.* FIS [removed: and Worldpay are] [added: is a] highly respected [removed: brands] [added: brand] known globally for innovation and thought leadership in the financial services [removed: and merchant sectors.][added: sector.]
- *Build, Buy, or Partner to Add Solutions to Win New Clients and Cross-sell to Existing Clients.* We continue to invest in [removed: organic growth] [added: our solution portfolio] through internal software development as well as through acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to cross-sell to existing clients and to capture the interest of new clients.
Our clients across our strategic global markets reach across the size spectrum from large [removed: enterprises and] [added: banks,] financial [removed: institutions,] [added: institutions and other enterprises,] including global or multi-national clients, to small [removed: businesses and] community or regional financial [removed: institutions.][added: institutions and other businesses.]
FIS reports its financial performance based on the following segments: Banking Solutions ("Banking"), [removed: Merchant Solutions ("Merchant"),] Capital Market Solutions ("Capital Markets") and Corporate and Other.
See also Notes [removed: 2, 4] [added: 5] and [removed: 21] [added: 22] to the consolidated financial statements for additional information about our [added: segment] revenue.
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
- *Core Processing and Ancillary Applications.* Our core processing software [removed: applications] [added: applications, including deposit and lending, customer management and other central management systems,] are designed to run banking processes for our financial institution [removed: clients, including deposit and lending systems, customer management, and other central management systems.][added: clients.]
[removed: Our risk management solutions use our proprietary risk management] models and data sources to assist in detecting fraud and assessing the risk of opening a new account.
Our integrated solutions range from card production and activation to processing to an extensive range of fraud management solutions and value-added loyalty programs designed to [added: increase card usage and fee-based revenue for financial institutions and merchants.]
Clients in this segment [removed: operate in more than 100 countries and] include asset [removed: managers and servicers,] [added: managers, sell-side] securities brokerage and trading firms, insurers, private equity firms, [added: asset] and [added: auto financiers and] other commercial [removed: and corporate] organizations.
Our solutions include a variety of mission-critical [added: buy- and sell-side] applications for recordkeeping, [removed: treasury,] data and analytics, [removed: order management and trading, securities processing] [added: trading] and [removed: financing,] [added: financing as well as corporate treasury] and risk [removed: and compliance.][added: management applications.]
[removed: We have made, and continue to] make, investments in modern [removed: platforms and] [added: platforms,] advanced [removed: technologies like] [added: technologies, open APIs,] machine [removed: learning,] [added: learning and] artificial intelligence, and [removed: blockchain, as well as open application programming interfaces (APIs) and] regulatory [removed: technology.][added: technology to support our Capital Markets clients.]
[removed: We offer] [added: Our] solutions [removed: that] support institutional [removed: investors and] [added: investors, managers, broker-dealers,] asset [removed: managers] [added: servicers and transfer agents] across all asset [removed: classes,] [added: classes] including private equity, hedge, credit, and [removed: traditional, in addition to fund administrators and securities transfer agents.][added: traditional.]
[removed: These] [added: Our] solutions improve both investment decision making and operational [removed: efficiency] [added: efficiency,] while managing risk and increasing [removed: transparency.][added: transparency across the industry.]
Our [removed: investment operations] [added: Asset Servicing] solutions support every stage of the investment process, from research and portfolio management to order and position management, valuation, risk management, corporate actions, reconciliation, investment accounting, [added: investor accounting,] transfer agency and client reporting.
[removed: These offerings provide] [added: Our trading applications focus on] advanced trade life-cycle management, including market making and risk management, cleared derivatives processing, securities processing and securities [removed: finance for the broker-dealer community,] [added: finance,] tax processing, and regulatory compliance, including anti-money laundering (AML) and trade surveillance.
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 [added: or sell.]
The overhead and leveraged costs relate to corporate marketing, [removed: corporate finance and] [added: finance,] accounting, human resources, legal, compliance and [removed: amortization of acquisition-related intangibles and] [added: internal audit functions as well as] other costs, such as acquisition, integration and transformation-related [removed: expenses,] [added: expenses and amortization of acquisition-related intangibles,] that are not considered when management evaluates revenue-generating segment performance.
Our sales personnel have expertise in particular [removed: solutions and] [added: solutions, geographic] markets [added: and industry verticals] as well as across our various client segments.
We intend to continue taking [removed: appropriate] [added: commercially reasonable] measures to protect our intellectual property rights, including by legal action when necessary and appropriate.
Depending on the business line, our primary competitors include, but are not limited to, internal technology or software development departments within financial institutions or other large companies, [removed: merchant acquirers,] global [removed: eCommerce providers, global] and regional companies providing payment services, third-party payment processors, payment facilitators, embedded payment solution providers, securities exchanges, asset managers, card associations, clearing networks or associations, trust companies, independent computer services firms, companies that develop and deploy software applications, companies owned by global banks selling [removed: new] competitive solutions, companies that provide customized development, implementation and support services, emerging technology innovators, and business process outsourcing companies.
[removed: Our solutions are subject to a broad range of complex federal, state, and international regulations and requirements, as well as requirements under the rules of self-regulatory organizations including, without limitation, federal truth-in-lending and truth-in-savings rules, federal, state and international money transmission laws, state cybersecurity protection laws, data protection and privacy laws, usury laws, laws governing state trust charters, the Equal Credit Opportunity Act, the Electronic Funds Transfer Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Bank Service Company Act, the Bank Secrecy Act, the USA Patriot Act, the U.K.] Criminal Finances Act, the EU 6th Anti-Money Laundering Directive [removed: ('EU] [added: ("EU] 6th AMLD"), the Internal Revenue Code, the Employee Retirement Income Security Act, the Health Insurance Portability and Accountability Act, the Community Reinvestment Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities Exchange Act of 1934, the Investment Advisors Act of 1940 (the "1940 Act"), anti-corruption laws including the U.S. Foreign Corrupt Practices Act of 1977 (the [removed: "FCPA")and] [added: "FCPA") and] the U.K. Bribery Act 2010 (the "U.K. Bribery Act"), the rules and regulations of the Financial Industry Regulatory Authority ("FINRA"), the Securities and Exchange Commission ("SEC"), the Federal Financial Institutions Examination Council ("FFIEC"), the Consumer Financial Protection Bureau ("CFPB"), the Financial Conduct Authority in the U.K. ("FCA"), the [removed: Payment Systems Regulator in the U.K. ("PSR"), De Nederlandsche] [added: Central] Bank [removed: ("DNB")] [added: of Ireland] in the [removed: Netherlands, the Ministry] [added: Republic] of [removed: Economy, Trade and Industry] [added: Ireland ("CBI"), the Commission de Surveillance du Secteur Financier] in [removed: Japan ("METI"), Bank Negara] [added: Luxembourg ("CSSF"), the Jersey Financial Services Commission] in [removed: Malaysia] [added: Jersey, Channel Islands ("JFSC")] and state financial services regulators (including enforcement of state cybersecurity laws).
- *Oversight by Banking Regulators.* As a provider of electronic data processing and back-office services to financial institutions, FIS is subject to regulatory oversight and examination by the FFIEC, an interagency body of federal banking regulators including the Federal Deposit Insurance Corporation ("FDIC"), the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("FRB"), the National Credit Union Administration ("NCUA") (collectively, the Federal Banking Agencies or "FBA") and the CFPB, [added: including] as part of the Multi-Regional Data Processing Servicer ("MDPS") program.
Periodic information technology examination assessments are performed using FFIEC Interagency guidelines to identify potential risks that could adversely affect serviced financial institutions, determine compliance with applicable laws and regulations that affect the services provided to financial [removed: institutions] [added: institutions,] and ensure the solutions we provide to financial institutions do not create systemic risk to the banking system or impact the safe and sound operation of the financial institutions for which we process.
- *Payment Services Oversight.* Our payment services [removed: business is a] [added: businesses provide] technology [removed: service provider] [added: services] to U.S. financial institutions and [removed: is,] [added: are,] therefore, subject to oversight and examination by the FFIEC.
[removed: Our payment services businesses are also subject to regulation, supervision, and enforcement authority of numerous governmental and regulatory bodies in the jurisdictions in which they operate, which include the CFPB, the DNB in the Netherlands, the METI in Japan, Bank Negara in Malaysia and the FCA and the PSR in the U.K.] These various regulatory regimes require compliance in respect of many aspects of our payment services [removed: business] [added: businesses] including without limitation corporate governance and oversight functions, capital requirements, liquidity, safeguarding, fee regulation adherence, technology and cyber resilience, anti-money laundering and sanctions.
- *Anti-Money Laundering.* The Company is subject to, both directly and indirectly, various anti-money laundering laws and regulations such as the Bank Secrecy Act in the United States and the [removed: Criminal Finances] [added: Money Laundering Regulations and Proceeds of Crime] Act [removed: 2017] in the U.K. These laws, among other requirements, impose obligations to develop and implement risk-based anti-money laundering programs, file regulatory reports on large cash transactions and suspicious activity and collect and maintain certain records related to customers and transactions.
[removed: While these] federal, state and international laws are broadly consistent, there may be circumstances where the requirements of a particular jurisdiction conflict with those of other jurisdictions.
- [removed: *Sanctions:*] [added: *Sanctions.*] The Company is subject to certain U.S. federal, state and international economic and trade sanctions programs such as those that are administered by the U.S. Treasury's Office of Foreign Assets Control (referred to as "OFAC"), which prohibit or restrict transactions to or from, or dealings with, specified countries and regions, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals, narcotics traffickers, and terrorists or terrorist organizations.
- *Privacy and Data Protection.* The Company is subject to an increasing number of privacy and data protection laws, regulations and directives globally, including the General Data Protection Regulation (GDPR) in the European Union ("EU"); the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Personal Data Privacy and Online Monitoring Act (CTDPA), the Utah Consumer Privacy Act, the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), and the Health Insurance Portability and Accountability Act (HIPAA) in the United States; the United Kingdom’s General Data Protection Regulation [removed: (UK] [added: (U.K.] GDPR) and Data Protection Act 2018; the General Personal Data Protection Act (LGPD) in Brazil; the China Personal Information Protection Law (PIPL); and the Japanese Act on the Protection of Personal Information (APPI) (referred to collectively as "Privacy Laws").
[removed: State securities regulators and various exchanges, including the New York] Stock Exchange, also have regulatory or oversight authority over our broker-dealer.
- *Money Transfer.* Elements of our cash access and money transmission businesses are registered as a Money Services Business and are subject to various federal, state and international laws governing money transmission, including but not limited to the USA PATRIOT Act and reporting requirements of the Bank Secrecy Act, [removed: the U.K. Criminal Finances Act and the EU 6th AMLD] as well as various U.S. federal, state and international sanctions requirements.
[added: The Financial Crimes] Enforcement Network, state attorneys general, and other agencies have enforcement responsibility over laws relating to money laundering, currency transmission, and licensing.
As of December 31, [removed: 2022,] [added: 2023,] we had more than [removed: 69,000] [added: 60,000] employees, including over [removed: 45,000] [added: 38,000] employees principally employed outside of the U.S. None of our U.S. workforce currently is unionized.
Approximately [removed: 11,000] [added: 10,000] of our employees, primarily in Brazil and Europe, are represented by labor unions or works [removed: councils.][added: councils as of December 31, 2023.]
Our Board of Directors and senior leaders are united in championing inclusion and diversity within our [removed: workforce through their leadership in prioritizing equality and diversity in our human resource decision making throughout the Company.][added: workforce.]
We improve the digital transformation of our financial economy, advancing the way the world pays, banks and invests.
We provide the confidence made possible when reliability meets innovation, helping our clients run, grow and protect their business.
On January 31, 2024, the Company completed the previously announced sale (the "Worldpay Sale") of a 55% equity interest in its Worldpay Merchant Solutions business to private equity funds managed by GTCR (such funds, the "Buyer").
As of the closing, we retained a non-controlling 45% ownership interest in a new standalone joint venture (the "Joint Venture" or "Worldpay"), which will continue to provide merchant acquiring and related services to businesses of all size and across any industry globally, enabling them to accept, authorize and settle electronic payment transactions.
In connection with the Worldpay Sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and reducing potential dis-synergies.
FIS and Worldpay also entered into additional agreements as described in Note 24 to the consolidated financial statements.
The Worldpay Merchant Solutions business included the former Merchant Solutions segment in addition to a business previously included in the Corporate and Other segment.
As a result of the Worldpay Sale, the results of the Worldpay Merchant Solutions business have been recast as discontinued operations for all periods presented.
Accordingly, the Company no longer reports the Merchant Solutions segment.
The assets and liabilities of the Worldpay Merchant Solutions business disposal group are presented separately on the consolidated balance sheets, and the operating results have been reflected as discontinued operations, for all periods presented.
As such, the related results have been excluded from continuing operations and segment results.
The consolidated statement of cash flows continues to include cash flows from both continuing and discontinued operations.
Cash flows from operating, investing and financing activities for discontinued operations are presented in Note 3 to our consolidated financial statements included herein.
See Notes 1 and 3 to the consolidated financial statements for further information regarding the Worldpay Merchant Solutions disposal group and its discontinued operations.
In future reports, FIS' share of the net income of the Joint Venture will be reported as equity method investment earnings (loss).
As a result of our ongoing portfolio assessments, the Company reclassified certain businesses from Capital Markets to Banking and to Corporate and Other during the quarter ended March 31, 2023, and reclassified certain non-strategic operations from Banking to Corporate and Other during the quarter ended December 31, 2023.
The Company recast all prior-period segment information presented to reflect these reclassifications.
However, quarterly revenue and margins for each segment may vary based on the timing of recognition of certain non-recurring revenue, including software licenses and termination fees.
| Banking Solutions | | | $ | 6,733 | | | | | $ | 6,624 | | | | | $ | 6,361 | |
| Capital Market Solutions | | | 2,766 | | | | | | 2,631 | | | | | | 2,495 | | |
| Corporate and Other | | | 322 | | | | | | 464 | | | | | | 483 | | |
| Total Consolidated Revenue | | | $ | 9,821 | | | | | $ | 9,719 | | | | | $ | 9,339 | |
Our risk management solutions use our proprietary risk management
The Capital Markets segment is focused on serving global financial services clients and corporations with a broad array of buy-and sell-side, treasury, risk management and lending solutions.
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.
We have made, and continue to
- *Trading and Asset Services.* We offer solutions that support our customers across the buy side and sell side of the capital markets industry, assisting them to control their front, middle and back office operations through integrated ecosystems.
Our solutions are subject to a broad range of complex federal, state, and international regulations and requirements, as well as requirements under the rules of self-regulatory organizations including, without limitation, federal truth-in-lending and truth-in-savings rules, federal, state and international money transmission laws, state cybersecurity protection laws, data protection and privacy laws, usury laws, laws governing state trust charters, the Equal Credit Opportunity Act, the Electronic Funds Transfer Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Bank Service Company Act, the Bank Secrecy Act, the USA Patriot Act, the U.K. Money Laundering Regulations, the U.K. Proceeds of Crime Act, the U.K.
Our payment services businesses are also subject to regulation, supervision, and enforcement authority of numerous governmental and regulatory bodies in the jurisdictions in which they operate, which include the CFPB and U.S. state regulators.
While these
State securities regulators and various exchanges, including the New York
As of February 1, 2024, following the completion of the Worldpay Sale, we had approximately 52,000 employees, including over 33,000 employees principally employed outside of the U.S. and approximately 7,000 employees represented by labor unions or works councils.
This total excludes a number of employees in certain jurisdictions who are providing services exclusively for Worldpay, pursuant to an employee leasing agreement entered into between FIS and Worldpay as part of the transition services arrangements executed at the closing of the Worldpay Sale, for up to five months after the closing, after which they are expected to transfer to Worldpay.
In addition to our employees, we also benefit from the services of independent contractors and consultants.
We have implemented a comprehensive wellness program focused on all aspects of employee wellness – physical, mental, social, and financial.
Initiatives under this program are designed to promote healthy lifestyle habits.
In 2023, we began offering mental health training to all managers and are expanding the training opportunity to all employees.
We continue to operate FIS Cares, a global colleague-funded giving program designed to help our employees in times of need.
We remain committed to providing a safe working environment that minimizes health risks and prioritizes physical safety above any other needs of the organization.
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.
We have grown both organically and through acquisitions.
However, revenue and margins for each segment may reflect stronger or weaker quarters given the nature of our solutions offered.
The Merchant business, in particular, is historically subject to seasonal fluctuations in revenue as a result of consumer spending patterns, with Merchant revenue and profitability generally strongest in the fourth quarter and weakest in the first quarter.
| Banking Solutions | | | $ | 6,706 | | | | | $ | 6,396 | | | | | $ | 5,944 | |
| Merchant Solutions | | | 4,773 | | | | | | 4,496 | | | | | | 3,767 | | |
| Capital Market Solutions | | | 2,763 | | | | | | 2,624 | | | | | | 2,440 | | |
| Corporate and Other | | | 286 | | | | | | 361 | | | | | | 401 | | |
| Total Consolidated Revenue | | | $ | 14,528 | | | | | $ | 13,877 | | | | | $ | 12,552 | |
Banking serves clients in more than 100 countries.
Our solutions in this segment include the following:
increase card usage and fee-based revenue for financial institutions and merchants.
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 solutions, 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 ("SMB").
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.
*•SMB.* Our SMB acquiring solutions primarily focus on North American clients with less than $5 million in annual revenue.
We offer these clients payment acceptance through our software partners or direct integration.
Distributing our merchant acquiring capabilities through a variety of sales channels enables us to serve a diversity of industry verticals and sub-verticals.
*•Enterprise.* Our enterprise acquiring solutions primarily focus on enabling both card-present and omni-channel payment acceptance for North American clients with more than $5 million in annual revenue as well as all international clients.
*•Global eCommerce.* Our global eCommerce solutions primarily provide card-not-present merchant acquiring capabilities to digitally focused merchants that primarily sell their goods and services online.
Our platforms enable both domestic and international capabilities, providing a customizable and scalable solution to our clients with best-in-class authorization rates.
On February 13, 2023, we announced our plans to spin off the Merchant business ("Spin-Co"), with the intention to create a new, publicly traded company.
We expect the spin-off to be completed within the next 12 months.
The proposed spin-off
is subject to customary conditions, including final approval by our Board of Directors, receipt of a tax opinion and a
private letter ruling from the Internal Revenue Service, the filing and effectiveness of a Form 10 registration statement
with the SEC and obtaining of all required regulatory approvals.
Through this transaction, FIS shareholders would receive a pro rata distribution of shares of SpinCo stock in a transaction that is expected to be tax-free to FIS and its shareholders for U.S. federal income tax purposes.
The actual number of shares to be distributed to FIS shareholders will be determined prior to closing, as will the specific transaction structure.
No assurance can be given that a spin-off will in fact occur on our desired timetable or at all.
See "Risk Factors—Risks Related to the Planned Spin-Off of our Merchant Business" in Item 1A of this Annual Report and "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Trends and Conditions."
The Capital Markets segment is focused on serving global financial services institutions.
Capital Markets clients purchase our solutions in various ways including via a recurring subscription model or software as a service (SaaS) where the technology is cloud-hosted and managed by FIS, licensing and managing technology "in-house," and through business process as a service (BPaaS) relationships, where Capital Markets manages both the software and select managed services for the client.
- *Investment Operations and Data Services*.
- *Trading and Processing*.
An excerpt. Shown here: 40 of 43 rewritten, all 39 added and 40 of 61 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2023 filing and the FY2022 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 9 unchanged
See Note [removed: 16] [added: 17] to the consolidated financial statements for information about certain legal matters and indemnifications and warranties.
Cover and table of contents
27 rewritten, 6 added, 6 removed, 79 unchanged
For the fiscal year ended December 31, [removed: 2022][added: 2023]
As of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by nonaffiliates was [removed: $55,312,349,126] [added: $32,389,069,008] based on the closing sale price of [removed: $91.67] [added: $54.70] on that date as reported by the New York Stock Exchange.
The number of shares outstanding of the registrant's common stock, $0.01 par value per share, was [removed: 591,935,473] [added: 576,465,736] as of February 22, [removed: 2023.][added: 2024.]
The information in Part III hereof is incorporated herein by reference to the registrant’s Proxy Statement on Schedule 14A for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] to be filed within 120 days after the close of the fiscal year that is the subject of this Report.
[removed: 2022] [added: 2023] FORM 10-K ANNUAL REPORT
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| [Item [removed: 9.](#i0af884029fd6462397046ec1bc6ac22a_187)] [added: 9.](#i1532cef788a64c46a0126e77780221ba_190)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0af884029fd6462397046ec1bc6ac22a_187)] [added: Disclosure](#i1532cef788a64c46a0126e77780221ba_190)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_187)] [added: [93](#i1532cef788a64c46a0126e77780221ba_190)] | | |
| [Item [removed: 9A.](#i0af884029fd6462397046ec1bc6ac22a_190)] [added: 9A.](#i1532cef788a64c46a0126e77780221ba_193)] | | | [Controls and [removed: Procedures](#i0af884029fd6462397046ec1bc6ac22a_190)] [added: Procedures](#i1532cef788a64c46a0126e77780221ba_193)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_190)] [added: [93](#i1532cef788a64c46a0126e77780221ba_193)] | | |
| [Item [removed: 9B.](#i0af884029fd6462397046ec1bc6ac22a_193)] [added: 9B.](#i1532cef788a64c46a0126e77780221ba_196)] | | | [Other [removed: Information](#i0af884029fd6462397046ec1bc6ac22a_193)] [added: Information](#i1532cef788a64c46a0126e77780221ba_196)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_193)] [added: [93](#i1532cef788a64c46a0126e77780221ba_196)] | | |
| [Item [removed: 9C.](#i0af884029fd6462397046ec1bc6ac22a_196)] [added: 9C.](#i1532cef788a64c46a0126e77780221ba_199)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0af884029fd6462397046ec1bc6ac22a_196)] [added: Inspections](#i1532cef788a64c46a0126e77780221ba_199)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_196)] [added: [93](#i1532cef788a64c46a0126e77780221ba_199)] | | |
| [Item [removed: 10.](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: 10.](#i1532cef788a64c46a0126e77780221ba_205)] | | | [Directors and Executive Officers of the [removed: Registrant](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: Registrant](#i1532cef788a64c46a0126e77780221ba_205)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: [93](#i1532cef788a64c46a0126e77780221ba_205)] | | |
| [Item [removed: 11.](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: 11.](#i1532cef788a64c46a0126e77780221ba_205)] | | | [Executive [removed: Compensation](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: Compensation](#i1532cef788a64c46a0126e77780221ba_205)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: [93](#i1532cef788a64c46a0126e77780221ba_205)] | | |
| [Item [removed: 12.](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: 12.](#i1532cef788a64c46a0126e77780221ba_205)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: Matters](#i1532cef788a64c46a0126e77780221ba_205)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: [93](#i1532cef788a64c46a0126e77780221ba_205)] | | |
| [Item [removed: 13.](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: 13.](#i1532cef788a64c46a0126e77780221ba_205)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: Independence](#i1532cef788a64c46a0126e77780221ba_205)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: [93](#i1532cef788a64c46a0126e77780221ba_205)] | | |
| [Item [removed: 14](#i0af884029fd6462397046ec1bc6ac22a_202).] [added: 14](#i1532cef788a64c46a0126e77780221ba_205).] | | | [Principal Accounting Fees and [removed: Services](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: Services](#i1532cef788a64c46a0126e77780221ba_205)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_202)] [added: [93](#i1532cef788a64c46a0126e77780221ba_205)] | | |
| [Item [removed: 15.](#i0af884029fd6462397046ec1bc6ac22a_208)] [added: 15.](#i1532cef788a64c46a0126e77780221ba_211)] | | | [Exhibits and Financial Statement [removed: Schedules](#i0af884029fd6462397046ec1bc6ac22a_208)] [added: Schedules](#i1532cef788a64c46a0126e77780221ba_211)] | | | [removed: [89](#i0af884029fd6462397046ec1bc6ac22a_208)] [added: [93](#i1532cef788a64c46a0126e77780221ba_211)] | | |
| [Item [removed: 16.](#i0af884029fd6462397046ec1bc6ac22a_211)] [added: 16.](#i1532cef788a64c46a0126e77780221ba_214)] | | | [Form 10-K [removed: Summary](#i0af884029fd6462397046ec1bc6ac22a_211)] [added: Summary](#i1532cef788a64c46a0126e77780221ba_214)] | | | [removed: [100](#i0af884029fd6462397046ec1bc6ac22a_211)] [added: [102](#i1532cef788a64c46a0126e77780221ba_214)] | | |
| [PART I](#i1532cef788a64c46a0126e77780221ba_10) | | | | | | | | |
| [Item 1](#i1532cef788a64c46a0126e77780221ba_2263)[C](#i1532cef788a64c46a0126e77780221ba_2263)[.](#i1532cef788a64c46a0126e77780221ba_2263) | | | [Cybersecurity](#i1532cef788a64c46a0126e77780221ba_2263) | | | [27](#i1532cef788a64c46a0126e77780221ba_2263) | | |
| [PART II](#i1532cef788a64c46a0126e77780221ba_31) | | | | | | | | |
| [PART III](#i1532cef788a64c46a0126e77780221ba_202) | | | | | | | | |
| [PART IV](#i1532cef788a64c46a0126e77780221ba_208) | | | | | | | | |
| [Signatures](#i1532cef788a64c46a0126e77780221ba_217) | | | | | | [103](#i1532cef788a64c46a0126e77780221ba_217) | | |
| 0.750% Senior Notes due 2023 | | | | | | FIS23A | | | | | | New York Stock Exchange | | |
| [PART I](#i0af884029fd6462397046ec1bc6ac22a_10) | | | | | | | | |
| [PART II](#i0af884029fd6462397046ec1bc6ac22a_31) | | | | | | | | |
| [PART III](#i0af884029fd6462397046ec1bc6ac22a_199) | | | | | | | | |
| [PART IV](#i0af884029fd6462397046ec1bc6ac22a_205) | | | | | | | | |
| [Signatures](#i0af884029fd6462397046ec1bc6ac22a_214) | | | | | | [101](#i0af884029fd6462397046ec1bc6ac22a_214) | | |
Item 1C. Cybersecurity
0 rewritten, 33 added, 0 removed, 0 unchanged
New section this year
Cybersecurity is fundamental to FIS' complex, global business.
As part of our business, FIS, its vendors and technology partners electronically receive, process, store and transmit a wide range of confidential information, including sensitive customer information and consumer personal data.
Our operations extend to managing payment systems, cash access and prepaid card systems.
Cyberattacks on information technology systems and the vendors and technological supply chain they rely on continue to grow in frequency, complexity and sophistication.
This is a trend we expect to continue.
Cyberattacks have garnered significant attention from individuals, businesses, governmental entities and the media drawing the focus of a large ecosystem of criminal threat actors.
The objectives of these cyberattacks include, among other things, gaining unauthorized access to systems to disrupt operations, steal information, seek ransom payments from victims, perpetrate financial fraud, or sell stolen information.
Perpetrators of cyberattacks attempt to exploit technical, human, social, and organizational vulnerabilities to gain unauthorized access.
There is a growing trend of identifying and exploiting vulnerabilities in widely used technologies or vendor systems, allowing a single compromise to extend unauthorized access to numerous systems.
FIS takes actions to assess, identify, and manage risks from cybersecurity threats to our information systems and those of our vendors and technology partners.
A significant focus of our ongoing efforts is how we identify these vulnerabilities and prevent and respond to cyberattacks.
Our processes include the activities of the FIS Cyber Fusion Center, which provides 24x7x365 cybersecurity monitoring and incident response.
They also include structured defense-in-depth initiatives, such as perimeter security, remote access security, endpoint security, application security and identity management.
In addition, we engage in extensive information security training of our employees who use and access our information systems.
Our process for identification and management of risks from cybersecurity threats includes regular communication with cyber experts, engagement of cybersecurity partners to review our systems, regular audits of our information security by third-party assessors and consultants, and regular interactions with vendors and technology partners to oversee and identify material risks associated with the information systems utilized by such persons.
Our process of identifying and remediating cybersecurity risks has been integrated into our overall risk management system and processes.
It is overseen by our Chief Information Security Officer and Chief Risk Officer, who report to our Board of Directors and its Risk and Technology Committee on a quarterly basis.
The Chief Information Security Officer provides ongoing oversight for the management of cybersecurity risks across the firm leveraging a series of qualitative and quantitative risk assessment routines.
Risk escalations are facilitated through the enterprise risk management framework, including the Company's Enterprise Risk Committee and the Board of Directors via the Risk and Technology Committee.
Facilitated via regular updates on cybersecurity risk, our Board of Directors takes an active role in overseeing, managing, and setting risk tolerances for our cybersecurity program.
Our Chief Information Security Officer has 15 years of technology and cybersecurity experience, including previous senior leadership roles at major financial institutions and possesses industry certifications such as the Certified Information Systems Security Professional (CISSP).
Additional leaders and key contributors composing the cybersecurity leadership team possess specific expertise, certifications, and previous work experience aligned to their assigned domains.
Our Enterprise Risk Committee, responsible for providing oversight for cybersecurity risks, is a cross-functional representation of senior leadership with requisite experience and expertise to provide risk oversight, including the Chief Risk Officer, Chief Legal Officer, Chief Technology Officer, Chief Compliance Officer, Chief Privacy Officer, and FIS Business Presidents.
FIS remains focused on making additional strategic investments in information security to protect our clients and our information systems from risks from cybersecurity threats.
This includes both capital expenditures and operating expenses on hardware, software, staff and consulting services.
These investments in the past have been and are reasonably likely to continue to be material to our results of operations.
Further, notwithstanding our investments and other processes and efforts described above and elsewhere in this Annual Report on Form 10-K, we cannot guarantee that FIS will not be the subject of a cyberattack that would have a material effect on its financial condition or results of operations.
See "Risk Factors."
The continued growth in the frequency, complexity and sophistication of cyberattacks presents both a threat and an opportunity for FIS.
Using expertise we have gained from our ongoing focus and investment, we have developed and we offer fraud, security, risk management and compliance solutions to target this growth opportunity in the financial services industry.
We also use certain of these solutions to manage our own risks.
We have not identified any previous cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
For a full discussion of risks from cybersecurity threats, see the section entitled "Risk Factors" in Item 1A.
Item 2. Properties
1 rewritten, 0 added, 0 removed, 3 unchanged
In addition, FIS owns or leases support centers, data processing facilities and other facilities at approximately [removed: 110] [added: 80] locations.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
5 rewritten, 0 added, 2 removed, 1 unchanged
Our common stock trades on the New York Stock Exchange under the ticker symbol "FIS." [added: As of January 31, 2024, there were approximately 9,580 shareholders of record of our common stock.]
In [removed: January 2023,] [added: February 2024,] the Board of Directors approved a quarterly dividend of [removed: $0.52] [added: $0.36] per share beginning with the first quarter of [removed: 2023.][added: 2024.]
A regular quarterly dividend of [removed: $0.52] [added: $0.36] per common share is payable on March [removed: 24, 2023,] [added: 22, 2024,] to shareholders of record as of the close of business on March [removed: 10, 2023.][added: 8, 2024.]
We currently expect to continue to pay quarterly dividends at a target payout ratio consistent with our [removed: previously announced] capital allocation [removed: strategy.][added: strategy (without regard to net earnings (loss) attributable to the non-controlling interest that the Company retained in Worldpay post-separation).]
However, the amount, declaration and payment of future dividends is at the discretion of the Board of Directors and depends on, among other things, our investment opportunities (including potential mergers and acquisitions), results of operations, financial condition, cash requirements, future prospects, [added: and other factors, including legal and contractual restrictions, that may be considered relevant by our Board of Directors.]
As of January 31, 2023, there were approximately 10,020 shareholders of record of our common stock.
and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions.
Item 12. of Part III contains information concerning securities authorized for issuance under our equity compensation plans.
6 rewritten, 19 added, 6 removed, 5 unchanged
The share repurchase program has no expiration date and [removed: may be suspended for periods, amended or discontinued at any time.]
Under the share repurchase program, the Company repurchased approximately [added: 9 million shares for an aggregate of $0.5 billion in 2023, approximately] 21 million shares for an aggregate of $1.8 billion in [removed: 2022] [added: 2022,] and approximately 15 million shares for an aggregate of $2.0 billion during 2021.
Approximately [removed: 64] [added: 55] million shares remain available for repurchase as of December 31, [removed: 2022.][added: 2023.]
The graph below compares [removed: the cumulative 5-year total return of holders of] Fidelity National Information Services, Inc.'s [added: cumulative 5-year total shareholder return on] common stock with the cumulative total returns of the S&P 500 index and [added: the] S&P [removed: Composite 1500] [added: Supercap] Data Processing & Outsourced Services index.
The graph [removed: assumes that] [added: tracks] the [removed: value] [added: performance] of [removed: the] [added: a $100] investment in our common stock and in each index [removed: (including] [added: (with the] reinvestment of [added: all] dividends) [removed: was $100 on December 31, 2017, and tracks it through December 31, 2022.][added: from 12/31/2018 to 12/31/2023.]
[removed: ][added: ]
may be suspended for periods, amended or discontinued at any time.
The following table summarizes the shares repurchased by the Company during the three-month period ended December 31, 2023, and the number of shares remaining authorized for repurchase by the Company:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | Maximum number | | |
| | | | | | | | | | | | | | | | | | | | | | | | | of shares that | | |
| | | | | | | | | | | | | | | | | | | Total cost of shares | | | | | | may yet be | | |
| | | | | | | | | | | | | | | | | | | purchased as part of | | | | | | purchased under | | |
| | | | | | | Total number of | | | | | | | | | | | | publicly announced | | | | | | the plans or | | |
| | | | | | | shares purchased | | | | | | Average price | | | | | | plans or programs | | | | | | programs | | |
| Period | | | | | | (in millions) | | | | | | paid per share | | | | | | (in millions) | | | | | | (in millions) | | |
| October 1-31, 2023 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | 64.5 | | |
| November 1-30, 2023 | | | | | | 6.4 | | | | | | $ | 54.43 | | | | | 347.0 | | | | | | 58.2 | | |
| December 1-31, 2023 | | | | | | 2.7 | | | | | | $ | 59.40 | | | | | 162.9 | | | | | | 55.4 | | |
| | | | | | | 9.1 | | | | | | | | | | | | $ | 509.9 | | | | | | | |
| | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | |
| Fidelity National Information Services, Inc. | | | 100.00 | | | 137.17 | | | 140.96 | | | 110.09 | | | 69.96 | | | 64.24 | | |
| S&P 500 | | | 100.00 | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |
| S&P Supercap Data Processing & Outsourced Services | | | 100.00 | | | 144.59 | | | 180.16 | | | 173.78 | | | 144.99 | | | 171.36 | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | |
| Fidelity National Information Services, Inc. | | | 100 | | | 110.32 | | | 151.33 | | | 155.50 | | | 121.45 | | | 77.18 | | |
| S&P 500 | | | 100 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.89 | | |
| S&P Composite 1500 Data Processing & Outsourced Services | | | 100 | | | 113.64 | | | 164.31 | | | 204.73 | | | 197.48 | | | 164.76 | | |
Item 8. Financial Statements and Supplementary Data
487 rewritten, 554 added, 259 removed, 755 unchanged
| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#i0af884029fd6462397046ec1bc6ac22a_97)] [added: Reporting](#i1532cef788a64c46a0126e77780221ba_97)] KPMG LLP, Jacksonville, Florida, Auditor Firm ID: 185 | | | [removed: [45](#i0af884029fd6462397046ec1bc6ac22a_97)] [added: [44](#i1532cef788a64c46a0126e77780221ba_97)] | | |
| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#i0af884029fd6462397046ec1bc6ac22a_100)] [added: Statements](#i1532cef788a64c46a0126e77780221ba_100)] KPMG LLP, Jacksonville, Florida, Auditor Firm ID: 185 | | | [removed: [46](#i0af884029fd6462397046ec1bc6ac22a_100)] [added: [45](#i1532cef788a64c46a0126e77780221ba_100)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 2022 and 2021](#i0af884029fd6462397046ec1bc6ac22a_103)] [added: 202](#i1532cef788a64c46a0126e77780221ba_103)[3](#i1532cef788a64c46a0126e77780221ba_103) [and 202](#i1532cef788a64c46a0126e77780221ba_103)2] | | | [removed: [48](#i0af884029fd6462397046ec1bc6ac22a_103)] [added: [48](#i1532cef788a64c46a0126e77780221ba_103)] | | |
| [Consolidated Statements of Earnings (Loss) for the years ended December 31, [removed: 2022, 2021 and 2020](#i0af884029fd6462397046ec1bc6ac22a_106)] [added: 202](#i1532cef788a64c46a0126e77780221ba_106)[3](#i1532cef788a64c46a0126e77780221ba_106)[, 202](#i1532cef788a64c46a0126e77780221ba_106)[2](#i1532cef788a64c46a0126e77780221ba_106) [and 202](#i1532cef788a64c46a0126e77780221ba_106)[1](#i1532cef788a64c46a0126e77780221ba_106)] | | | [removed: [49](#i0af884029fd6462397046ec1bc6ac22a_106)] [added: [49](#i1532cef788a64c46a0126e77780221ba_106)] | | |
| [Consolidated Statements of Comprehensive Earnings (Loss) for the years ended December 31, [removed: 2022, 2021 and 2020](#i0af884029fd6462397046ec1bc6ac22a_109)] [added: 202](#i1532cef788a64c46a0126e77780221ba_109)[3](#i1532cef788a64c46a0126e77780221ba_109)[, 202](#i1532cef788a64c46a0126e77780221ba_109)[2](#i1532cef788a64c46a0126e77780221ba_109) [and 202](#i1532cef788a64c46a0126e77780221ba_109)[1](#i1532cef788a64c46a0126e77780221ba_109)] | | | [removed: [50](#i0af884029fd6462397046ec1bc6ac22a_109)] [added: [50](#i1532cef788a64c46a0126e77780221ba_109)] | | |
| [Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021 and 2020](#i0af884029fd6462397046ec1bc6ac22a_112)] [added: 202](#i1532cef788a64c46a0126e77780221ba_112)[3](#i1532cef788a64c46a0126e77780221ba_112)[, 202](#i1532cef788a64c46a0126e77780221ba_112)[2](#i1532cef788a64c46a0126e77780221ba_112) [and 202](#i1532cef788a64c46a0126e77780221ba_112)[1](#i1532cef788a64c46a0126e77780221ba_112)] | | | [removed: [51](#i0af884029fd6462397046ec1bc6ac22a_112)] [added: [51](#i1532cef788a64c46a0126e77780221ba_112)] | | |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021 and 2020](#i0af884029fd6462397046ec1bc6ac22a_115)] [added: 202](#i1532cef788a64c46a0126e77780221ba_115)[3](#i1532cef788a64c46a0126e77780221ba_115)[, 202](#i1532cef788a64c46a0126e77780221ba_115)[2](#i1532cef788a64c46a0126e77780221ba_115) [and 202](#i1532cef788a64c46a0126e77780221ba_115)[1](#i1532cef788a64c46a0126e77780221ba_115)] | | | [removed: [52](#i0af884029fd6462397046ec1bc6ac22a_115)] [added: [52](#i1532cef788a64c46a0126e77780221ba_115)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i0af884029fd6462397046ec1bc6ac22a_118)] [added: Statements](#i1532cef788a64c46a0126e77780221ba_118)] | | | [removed: [53](#i0af884029fd6462397046ec1bc6ac22a_118)] [added: [53](#i1532cef788a64c46a0126e77780221ba_118)] | | |
We have audited Fidelity National Information Services, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 27, 2023] [added: 26, 2024] expressed an unqualified opinion on those consolidated financial statements.
We have audited the accompanying consolidated balance sheets of Fidelity National Information Services, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 27, 2023] [added: 26, 2024] expressed an unqualified opinion on the effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting.
*Critical Audit [removed: Matter*][added: Matters*]
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matters or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
As [removed: discussed] [added: disclosed] in Note [removed: 4] [added: 5] to the consolidated financial statements, the [removed: Company’s] [added: Company's] revenue consists of the following types of revenue streams: i) transaction processing and services, ii) [removed: professional services, iii)] software maintenance, [removed: iv)] [added: iii)] software license, [added: iv) professional services,] and v) other recurring and [removed: non-recurring.][added: non-recurring fees.]
Evaluating the sufficiency of audit evidence required subjective auditor judgment because of the number of revenue streams, related revenue recognition [removed: processes, and the number of information technology (IT) applications utilized in the revenue recognition process to capture and aggregate the data.]
- assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with the [removed: Company’s] [added: Company's] accounting policies and underlying documentation, including contracts with customers and other relevant and reliable third-party [removed: data][added: data.]
[removed: -] [added: We] evaluated the sufficiency of the audit evidence obtained by assessing the results of procedures performed over revenue.
[removed: We] [added: -] evaluated the design and tested the operating effectiveness of certain internal controls [removed: related to] [added: within] the Company's [removed: goodwill impairment] [added: discontinued operations] process, including [removed: the] controls [removed: related to the determination of] [added: over] the [removed: reporting unit’s forecasted revenue growth rates] [added: amounts recorded] and [removed: discount rate.][added: disclosed]
December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]
| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |
| Cash and cash equivalents | | | $ | [removed: 2,188] [added: 440] | | | | | $ | [removed: 2,010] [added: 456] | |
[removed: | Settlement assets | | | 5,855 | | | | | | 4,020 | | |][added: Settlement Assets]
| Trade receivables, net of allowance for credit losses of [removed: $75] [added: $31] and [removed: $76,] [added: $31,] respectively | | | [removed: 3,699] [added: 1,730] | | | | | | [removed: 3,772] [added: 1,834] | | |
| Prepaid expenses and other current assets | | | [removed: 583] [added: 603] | | | | | | [removed: 551] [added: 509] | | |
| Total current assets | | | [removed: 12,818] [added: 13,788] | | | | | | [removed: 10,708] [added: 12,818] | | |
| Property and equipment, net | | | [removed: 862] [added: 695] | | | | | | [removed: 949] [added: 709] | | |
| Intangible assets, net | | | [removed: 8,956] [added: 1,823] | | | | | | [removed: 11,539] [added: 2,468] | | |
| Other noncurrent assets | | | [removed: 2,048] [added: 1,528] | | | | | | [removed: 2,137] [added: 1,675] | | |
| Deferred contract costs, net | | | [removed: 1,080] [added: 1,076] | | | | | | [removed: 969] [added: 973] | | |
| Total assets | | | $ | [removed: 63,278] [added: 55,105] | | | | | $ | [removed: 82,931] [added: 63,278] | |
[removed: | Accounts payable, accrued] [added: (11)Accounts Payable, Accrued] and [removed: other liabilities | | | $ | 2,754 | | | | | $ | 2,864 | |][added: Other Liabilities]
| Deferred revenue | | | [removed: 788] [added: 32] | | | | | | [removed: 779] [added: 21] | | | [added: | | | 23 | | |]
| Short-term borrowings | | | [removed: 3,797] [added: 4,760] | | | | | | [removed: 3,911] [added: 3,755] | | |
| Current portion of long-term debt | | | [removed: 2,133] [added: 1,348] | | | | | | [removed: 1,617] [added: 2,130] | | |
| Total current liabilities | | | [removed: 16,224] [added: 18,318] | | | | | | [removed: 14,466] [added: 16,224] | | |
| Long-term debt, excluding current portion | | | [removed: 14,207] [added: 12,970] | | | | | | [removed: 14,825] [added: 14,206] | | |
*Sale of Worldpay Merchant Business*
As discussed in Notes 1 and 3 to the consolidated financial statements, the Company completed the sale of a 55% equity interest in their Worldpay Merchant Solutions business to private equity funds managed by GTCR, LLC on January 31, 2024.
processes, and the number of information technology (IT) applications utilized in the revenue recognition process to capture and aggregate the data.
*Sufficiency of audit evidence over the reporting of discontinued operations*
As discussed in Notes 1 and 3 to the consolidated financial statements, on January 31, 2024, the Company completed the previously announced sale of a 55% equity interest in its Worldpay Merchant Solutions business (the Disposal Group).
During the third quarter of fiscal year 2023, management determined that the proposed sale met the criteria for the Disposal Group to be classified as held-for-sale and the associated results of operations were presented as discontinued operations for all periods presented in accordance with Accounting Standard Codification 205-20, Discontinued Operations (ASC 205-20).
The Worldpay Merchant Solutions business includes the former Merchant Solutions segment in addition to an insignificant non-strategic business previously included in the Corporate and Other segment.
The Company's presentation of discontinued operations excludes general corporate overhead costs which were historically allocated to the Worldpay Merchant Solutions business.
The assets and liabilities of the Disposal Group were $27,220 million and $9,977 million as of December 31, 2023 and $34,754 million, and $8,737 million as of December 31, 2022, respectively.
The Earnings (loss) from discontinued operations, net of tax, were $(7,157) million, $(17,328) million, and $97 million, respectively, for each of the years in the three-year period ended December 31, 2023.
We identified the evaluation of the sufficiency of audit evidence over the reporting of discontinued operations as a critical audit matter.
Evaluating the sufficiency of audit evidence required subjective auditor judgment due to the manual process and volume of financial information used to determine the assets and liabilities of the Disposal Group, and the related results of operations, cash flows, and disclosures.
We applied auditor judgment to determine the nature and extent of procedures to be performed over the reporting of discontinued operations.
Specifically, we:
- obtained and read the purchase and sale agreement for the proposed sale and compared the terms of that agreement to the identification of the assets and liabilities included in the Disposal Group
- assessed the Company's identification of assets and liabilities and the related results of operations and cash flows of the Disposal Group by testing the completeness and accuracy of the Company's accounting data and schedules that segregate the Disposal Group from the continuing operations of the Company
- assessed the completeness and accuracy of the presentation and disclosures related to the discontinued operations under ASC 205-20.
We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.
February 26, 2024
| | | | 2023 | | | | | | 2022 | | |
| Settlement assets | | | 617 | | | | | | 592 | | |
| Other receivables | | | 287 | | | | | | 437 | | |
| Current assets held for sale | | | 10,111 | | | | | | 8,990 | | |
| Goodwill | | | 16,971 | | | | | | 16,816 | | |
| Software, net | | | 2,115 | | | | | | 2,055 | | |
| Noncurrent assets held for sale | | | 17,109 | | | | | | 25,764 | | |
| Settlement payables | | | 635 | | | | | | 613 | | |
| Current liabilities held for sale | | | 8,884 | | | | | | 7,366 | | |
| Noncurrent liabilities held for sale | | | 1,093 | | | | | | 1,371 | | |
| Revenue | | | $ | 9,821 | | | | | $ | 9,719 | | | | | $ | 9,339 | |
| Cost of revenue | | | 6,145 | | | | | | 6,216 | | | | | | 5,990 | | |
| Gross profit | | | 3,676 | | | | | | 3,503 | | | | | | 3,349 | | |
| Asset impairments | | | 113 | | | | | | 103 | | | | | | 194 | | |
| Operating income | | | 1,467 | | | | | | 1,218 | | | | | | 1,040 | | |
| Interest expense | | | (713) | | | | | | (298) | | | | | | (214) | | |
| Provision (benefit) for income taxes | | | 157 | | | | | | 325 | | | | | | 403 | | |
| Net earnings (loss) from continuing operations | | | 506 | | | | | | 616 | | | | | | 322 | | |
| Earnings (loss) from discontinued operations, net of tax | | | (7,153) | | | | | | (17,324) | | | | | | 102 | | |
| Net (earnings) loss attributable to noncontrolling interest from discontinued operations | | | (4) | | | | | | (4) | | | | | | (5) | | |
| Net earnings (loss) attributable to FIS | | | $ | (6,654) | | | | | $ | (16,720) | | | | | $ | 417 | |
February 27, 2023
*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.
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.
| Other receivables | | | 493 | | | | | | 355 | | |
| Goodwill | | | 34,276 | | | | | | 53,330 | | |
| Software, net | | | 3,238 | | | | | | 3,299 | | |
| Settlement payables | | | 6,752 | | | | | | 5,295 | | |
| Revenue | | | $ | 14,528 | | | | | $ | 13,877 | | | | | $ | 12,552 | |
| Cost of revenue | | | 8,820 | | | | | | 8,682 | | | | | | 8,348 | | |
| Gross profit | | | 5,708 | | | | | | 5,195 | | | | | | 4,204 | | |
| Operating income | | | (16,119) | | | | | | 1,055 | | | | | | 552 | | |
| Interest expense | | | (300) | | | | | | (216) | | | | | | (339) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances, December 31, 2019 | | | 615 | | | | | | — | | | | | | $ | 6 | | | | | $ | 45,358 | | | | | $ | 4,161 | | | | | $ | (33) | | | | | $ | (52) | | | | | $ | 16 | | | | | $ | 49,456 | |
| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 158 | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 162 | | |
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.
| 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 | | |
Changes in fair value for foreign currency forward contracts are recorded through Other income (expense), net.
| Settlement receivables | | | | | | 2,738 | | | | | | 1,217 | | |
| Settlement payables | | | | | | $ | 6,752 | | | | | $ | 5,295 | |
*Banking 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.
An excerpt. Shown here: 40 of 487 rewritten, 40 of 554 added and 40 of 259 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2023 filing and the FY2022 filing.
Item 9A. Controls and Procedures
1 rewritten, 0 added, 0 removed, 8 unchanged
Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]
Item 9B. Other Information
0 rewritten, 5 added, 1 removed, 0 unchanged
During the quarter ended December 31, 2023, Mr. Jeffrey Goldstein, Independent Chair of the Company’s Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c).
Under the plan, which was adopted on November 16, 2023, Mr. Goldstein instructed his broker to purchase shares of FIS common stock each quarter in an amount approximately equal to his cash director fees, which are paid quarterly in equal installments.
The aggregate purchase price for shares to be purchased under the plan is $220,000.
The trading plan will expire on the earlier of January 31, 2025 or the date on which all purchases under the plan have been completed.
Mr. Goldstein has informed the Company that he intends to continue to use the full amount of his cash director fees to purchase FIS common stock for so long as he remains a Director of the Company.
None.
Item 15. Exhibits and Financial Statement Schedules
76 rewritten, 6 added, 35 removed, 70 unchanged
| 4.7 | | | [removed: [Eighteenth] [added: [Nineteenth] Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex43.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.2] [added: 4.3] | | | 5/21/2019 | | | | | |
| 4.8 | | | [removed: [Nineteenth] [added: [Twentieth] Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex44.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.3] [added: 4.4] | | | 5/21/2019 | | | | | |
| 4.9 | | | [removed: [Twentieth] [added: [Twenty-First] Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex44.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex45.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.4] [added: 4.5] | | | 5/21/2019 | | | | | |
| 4.10 | | | [removed: [Twenty-First] [added: [Twenty-Fourth] Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex45.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex48.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.5] [added: 4.8] | | | 5/21/2019 | | | | | |
| 4.11 | | | [removed: [Twenty-Fourth] [added: [Twenty-Fifth] Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex48.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex49.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.8] [added: 4.9] | | | 5/21/2019 | | | | | |
| 4.12 | | | [removed: [Twenty-Fifth] [added: [Twenty-Seventh] Supplemental Indenture, dated as of [removed: May 21,] [added: December 3,] 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519152755/d745669dex49.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex42.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.9] [added: 4.2] | | | [removed: 5/21/2019] [added: 12/3/2019] | | | | | |
| 4.13 | | | [removed: [Twenty-Seventh] [added: [Twenty-Eighth] Supplemental Indenture, dated as of December 3, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex43.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.2] [added: 4.3] | | | 12/3/2019 | | | | | |
| 4.14 | | | [removed: [Twenty-Eighth] [added: [Twenty-Ninth] Supplemental Indenture, dated as of December 3, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex44.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.3] [added: 4.4] | | | 12/3/2019 | | | | | |
| [removed: 4.15] [added: 4.23] | | | [removed: [Twenty-Ninth] [added: [Thirty-Ninth] Supplemental Indenture, dated as of [removed: December 3, 2019] [added: July 13, 2022] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking [removed: association,] [added: association] as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519305308/d840608dex44.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex44.htm)] | | | 8-K | | | 001-16427 | | | 4.4 | | | [removed: 12/3/2019] [added: 7/13/2022] | | | | | |
| 4.16 | | | [removed: [Thirtieth] [added: [Thirty-Second] Supplemental Indenture, dated as of March 2, 2021 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex43.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.1] [added: 4.3] | | | 3/2/2021 | | | | | |
| [removed: 4.17] [added: 4.15] | | | [Thirty-First Supplemental Indenture, dated as of March 2, 2021 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex42.htm) | | | 8-K | | | 001-16427 | | | 4.2 | | | 3/2/2021 | | | | | |
| 4.18 | | | [removed: [Thirty-Second] [added: [Thirty-Fourth] Supplemental Indenture, dated as of March 2, 2021 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex45.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.3] [added: 4.5] | | | 3/2/2021 | | | | | |
| [removed: 4.19] [added: 4.17] | | | [Thirty-Third Supplemental Indenture, dated as of March 2, 2021 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex44.htm) | | | 8-K | | | 001-16427 | | | 4.4 | | | 3/2/2021 | | | | | |
| [removed: 4.20] [added: 4.19] | | | [removed: [Thirty-Fourth] [added: [Thirty-Fifth] Supplemental Indenture, dated as of March 2, 2021 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex45.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex46.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.5] [added: 4.6] | | | 3/2/2021 | | | | | |
| 4.21 | | | [removed: [Thirty-Fifth] [added: [Thirty-Seventh] Supplemental Indenture, dated as of [removed: March 2, 2021] [added: July 13, 2022] between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521065642/d321369dex46.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex42.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.6] [added: 4.2] | | | [removed: 3/2/2021] [added: 7/13/2022] | | | | | |
| [removed: 4.22] [added: 4.20] | | | [Thirty-Sixth Supplemental Indenture, dated as of July 13, 2022 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex41.htm) | | | 8-K | | | 001-16427 | | | 4.1 | | | 7/13/2022 | | | | | |
| [removed: 4.23] [added: 4.22] | | | [removed: [Thirty-Seventh] [added: [Thirty-Eighth] Supplemental Indenture, dated as of July 13, 2022 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex43.htm)] | | | 8-K | | | 001-16427 | | | [removed: 4.2] [added: 4.3] | | | 7/13/2022 | | | | | |
| [removed: 4.26] [added: 4.24] | | | [Description of the Company's Common Stock registered pursuant to Section 12 of the Securities Exchange Act of 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit425commonstock1.htm) | | | 10-K | | | 001-16427 | | | 4.25 | | | 2/20/2020 | | | | | |
| [removed: 4.27] [added: 4.25] | | | [Description of the Company's 1.100% Senior Notes due 2024 registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit427fisexhibitxdescr.htm)] [added: 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit427fisexhibitxdescr.htm)] | | | [added: 10-K] | | | [added: 001-16427] | | | [added: 4.27] | | | [added: 2/27/2023] | | | [removed: *] | | |
| [removed: 4.28] [added: 4.26] | | | [Description of the Company's [removed: 0.750% Senior Notes Due 2023,] 1.500% Senior Notes Due 2027, 2.000% Senior Notes Due 2030, 2.950% Senior Notes Due 2039 and 3.360% Senior Notes Due 2031 registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000038/exhibit426.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689324000015/exhibit426descriptionof202.htm)] | | | [removed: 10-K] | | | [removed: 001-16427] | | | [removed: 4.26] | | | [removed: 2/23/2022] | | | [added: *] | | |
| [removed: 4.29] [added: 4.27] | | | [Description of the Company's 0.625% Senior Notes Due 2025, 1.000% Senior Notes Due 2028 and 2.250% Senior Notes Due 2029, registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit429fisexhibitxdescr.htm)] [added: 1934.](http://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit429fisexhibitxdescr.htm)] | | | [added: 10-K] | | | [added: 001-16427] | | | [added: 4.29] | | | [added: 2/27/2023] | | | [removed: *] | | |
| [removed: 10.3] [added: 10.2] | | | [Grantor Trust Agreement, dated as of July 8, 2001, between Certegy Inc. and Wachovia Bank, N.A.](http://www.sec.gov/Archives/edgar/data/1136893/000095014402002688/g74736ex10-15.txt) (1) | | | 10-K405 | | | 001-16427 | | | 10.15 | | | 3/25/2002 | | | | | |
| [removed: 10.4] [added: 10.3] | | | [Grantor Trust Agreement, dated as of July 8, 2001 and amended and restated as of December 5, 2003, between Certegy Inc. and Wachovia Bank, N.A.](http://www.sec.gov/Archives/edgar/data/1136893/000119312504024670/dex1015a.htm) (1) | | | 10-K | | | 001-16427 | | | 10.15(a) | | | 2/17/2004 | | | | | |
| [removed: 10.5] [added: 10.4] | | | [Second Amendment Agreement, dated as of April 5, 2019, by and among Fidelity National Information Services, Inc., the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519103920/d725032dex101.htm) | | | 8-K | | | 001-16427 | | | 10.1 | | | 4/11/2019 | | | | | |
| [removed: 10.6] [added: 10.5] | | | [Third Amendment and Joinder Agreement, dated as of May 29, 2019, by and among Fidelity National Information Services, Inc., the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/1136893/000119312519164659/d755740dex101.htm) | | | 8-K | | | 001-16427 | | | 10.1 | | | 6/4/2019 | | | | | |
| [removed: 10.7] [added: 10.6] | | | [Fourth Amendment Agreement dated as of March 2, 2021 by and among Fidelity National Information Services, Inc., and JP Morgan Chase Bank N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/1136893/000119312521069690/d120557dex101.htm) | | | 8-K | | | 001-16427 | | | 10.1 | | | 3/4/2021 | | | | | |
| [removed: 10.8] [added: 10.7] | | | [Fidelity National Information Services, Inc. Employee Stock Purchase Plan, effective as of March 16, 2006.](http://www.sec.gov/Archives/edgar/data/1136893/000089256906001102/a22063a1sv4za.htm#243) (1) | | | S-4/A | | | 333-135845 | | | Annex C | | | 9/19/2006 | | | | | |
| [removed: 10.9] [added: 10.8] | | | [Fidelity National Information Services, Inc. Annual Incentive Plan, effective as of October 23, 2006.](http://www.sec.gov/Archives/edgar/data/1136893/000089256906001102/a22063a1sv4za.htm#248) (1) | | | S-4/A | | | 333-135845 | | | Annex D | | | 9/19/2006 | | | | | |
| [removed: 10.10] [added: 10.43] | | | [Amended and Restated Employment Agreement [added: dated as of October 17, 2022] between Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Gary A. Norcross dated October 17, 2022.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000180/final-executioncopyfisgary.htm) (1)] [added: Stephanie Ferris.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000180/final-executioncopystephan.htm)(1)] | | | 10-Q | | | 001-16427 | | | [removed: 10.1] [added: 10.2] | | | 11/4/2022 | | | | | |
| 10.11 | | | [Employment Agreement, effective as of [removed: October] [added: February] 1, [removed: 2009,] [added: 2018] by and [removed: among] [added: between] Fidelity National Information Services, Inc. and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000095012309048017/g20691exv10w13.htm)] [added: Denise Williams.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1036williamsemployagrfin.htm)] (1) | | | [removed: 8-K] [added: 10-K] | | | 001-16427 | | | [removed: 10.13] [added: 10.36] | | | [removed: 10/2/2009] [added: 2/22/2018] | | | | | |
| [removed: 10.12] [added: 10.16] | | | [Amendment to Employment [removed: Agreement,] [added: Agreement] effective as of January [removed: 29, 2013, by and] [added: 31, 2022,] between Fidelity National Information Services, Inc., and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit10-51fis201310xkwoo.htm)] [added: Ido Gileadi.](http://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1028gileadiidoame.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.51] [added: 10.28] | | | [removed: 2/28/2014] [added: 2/27/2023] | | | | | |
| [removed: 10.13] [added: 10.46] | | | [removed: [Second Amendment to Employment] [added: [Employment] Agreement, [removed: effective as of March 15, 2013,] by and between Fidelity National Information Services, [removed: Inc.,] [added: Inc.] and James [removed: W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689314000009/exhibit1052fis201310-kwood.htm)] [added: Kehoe.](http://www.sec.gov/Archives/edgar/data/1136893/000119312523218012/d534612dex101.htm)] (1) | | | [removed: 10-K] [added: 8-K] | | | 001-16427 | | | [removed: 10.52] [added: 10.1] | | | [removed: 2/28/2014] [added: 8/22/2023] | | | | | |
| [removed: 10.14] [added: 10.10] | | | [Amendment to Employment Agreement, effective as of February 23, [removed: 2016,] [added: 2016] by and [removed: between] [added: among] Fidelity National Information Services, Inc., and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/woodallempagramdexhibit1.htm)] [added: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.37] [added: 10.43] | | | 2/26/2016 | | | | | |
| 10.15 | | | [removed: [Amendment to Employment Agreement,] [added: [Employment Agreement] effective as of [removed: May 5, 2018, by and] [added: December 16, 2013,] between Fidelity National Information Services, Inc., and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689319000008/woodallwoodyamendmentemp.htm)] [added: Ido Gileadi.](http://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1027gileadiido-em.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.19] [added: 10.27] | | | [removed: 2/21/2019] [added: 2/27/2023] | | | | | |
| [removed: 10.16] [added: 10.45] | | | [Amendment to Employment Agreement effective as of January 31, [removed: 2022] [added: 2022,] between Fidelity National Information [removed: Services] [added: Services,] Inc., and [removed: James W. Woodall.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000038/exhibit1021woodallwoody-.htm)] [added: Denise Williams.](http://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1078williamsdenis.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.21] [added: 10.78] | | | [removed: 2/23/2022] [added: 2/27/2023] | | | | | |
| [removed: 10.17] [added: 10.44] | | | [removed: [Transition] [added: [Cooperation] Agreement dated as of [removed: August 1, 2022] [added: December 14, 2022,] between [removed: James W. Woodall and] Fidelity National Information Services, [removed: Inc](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000146/woodalltransitionagreement.htm). (1)] [added: Inc. and D.E. Shaw.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522305874/d427115dex101.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 001-16427 | | | 10.1 | | | [removed: 8/4/2022] [added: 12/15/2022] | | | | | |
| [removed: 10.18] [added: 10.9] | | | [Employment Agreement, effective as of April 16, 2012, by and among Fidelity National Information Services, Inc., and Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689313000011/exhibit1081montanaemployme.htm) (1) | | | 10-K | | | 001-16427 | | | 10.81 | | | 2/26/2013 | | | | | |
| [removed: 10.19] [added: 10.14] | | | [removed: [Amendment to Employment Agreement,] [added: [Employment Agreement] effective as of February [removed: 23, 2016 by and among] [added: 7, 2022, between] Fidelity National Information Services, Inc., and [removed: Gregory G. Montana.](http://www.sec.gov/Archives/edgar/data/1136893/000113689316000061/montanaempagramdexhibit1.htm)] [added: Caroline Tsai.](http://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1026tsaicaroline-.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.43] [added: 10.26] | | | [removed: 2/26/2016] [added: 2/27/2023] | | | | | |
| [removed: 10.20] [added: 10.42] | | | [Employment Agreement, effective as of [removed: February] [added: June] 1, [removed: 2018] [added: 2021,] by and between Fidelity National Information Services, [removed: Inc.] [added: Inc.,] and [removed: Marc Mayo.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1034mayoempagrefinal2118.htm) (1)] [added: Thomas K. Warren.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000166/exhibit101warrenthomask-.htm)(1)] | | | [removed: 10-K] [added: 10-Q] | | | 001-16427 | | | [removed: 10.34] [added: 10.1] | | | [removed: 2/22/2018] [added: 8/3/2021] | | | | | |
| [removed: 10.21] [added: 10.17] | | | [Employment [removed: Agreement,] [added: Agreement] effective as of [removed: February] [added: June] 1, [removed: 2018 by and] [added: 2015,] between Fidelity National Information Services, Inc. and [removed: Bruce Lowthers.](http://www.sec.gov/Archives/edgar/data/1136893/000113689318000011/ex1035lowthersempagrefinal.htm)] [added: Erik Hoag.](http://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1029hoagerik-empa.htm)] (1) | | | 10-K | | | 001-16427 | | | [removed: 10.35] [added: 10.29] | | | [removed: 2/22/2018] [added: 2/27/2023] | | | | | |
| 2.1 | | | [Purchase and Sale Agreement, dated as of July 5, 2023, by and among Fidelity National Information Services, Inc., New Boost Holdco, LLC, GTCR W Aggregator LP, GTCR W Merger Sub LLC and GTCR W-2 Merger Sub LLC.](http://www.sec.gov/Archives/edgar/data/1136893/000119312523185369/d514907dex21.htm) | | | 8-K | | | 001-16427 | | | 2.1 | | | 7/11/2023 | | | | | |
| 2.2 | | | [Amendment No. 1 to Purchase and Sale Agreement, dated as of January 30, 2024, by and among Fidelity National Information Services, Inc., New Boost Holdco, LLC, GTCR W Aggregator LP, GTCR W Merger Sub LLC, and GTCR W-2 Merger Sub LLC.](http://www.sec.gov/Archives/edgar/data/1136893/000119312524021392/d761353dex22.htm) | | | 8-K | | | 001-16427 | | | 2.2 | | | 2/1/2024 | | | | | |
| 10.47 | | | [Fidelity National Information Services, Inc. Employee Stock Purchase Plan, effective May 25, 2022.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522106344/d398446ddef14a.htm#tx398446_16) (1) | | | DEF 14A | | | 001-16427 | | | Annex B | | | 4/15/2022 | | | | | |
| 10.48 | | | [Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522106344/d398446ddef14a.htm#tx398446_15) (1) | | | DEF 14A | | | 001-16427 | | | Annex A | | | 4/15/2022 | | | | | |
| 10.52 | | | [Limited Consulting Services Engagement Agreement between Lucido Advisory Services, LLC and Fidelity Information Services, LLC, effective March 1, 2024. (1)](http://www.sec.gov/Archives/edgar/data/1136893/000119312524044681/d764426dex102.htm) | | | 8-K | | | 001-16427 | | | 10.2 | | | 2/23/2024 | | | | | |
| 97 | | | [Excess Incentive Compensation Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1136893/000113689324000015/exhibit970308excessincen.htm) | | | | | | | | | | | | | | | * | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| Exhibit | | | | | | | | | SEC File | | | | | | | | | Filed/ Furnished | | |
| No. | | | Exhibit Description | | | Form | | | Number | | | Exhibit | | | Filing Date | | | Herewith | | |
| 4.24 | | | [Thirty-Eighth Supplemental Indenture, dated as of July 13, 2022 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex43.htm) | | | 8-K | | | 001-16427 | | | 4.3 | | | 7/13/2022 | | | | | |
| 4.25 | | | [Thirty-Ninth Supplemental Indenture, dated as of July 13, 2022 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522192902/d219846dex44.htm) | | | 8-K | | | 001-16427 | | | 4.4 | | | 7/13/2022 | | | | | |
| 10.2 | | | [Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan Split Dollar Life Insurance Agreement, effective as of November 7, 2003.](http://www.sec.gov/Archives/edgar/data/1136893/000119312504024670/dex1040.htm) (1) | | | 10-K | | | 001-16427 | | | 10.40 | | | 2/17/2004 | | | | | |
| 10.26 | | | [Employment Agreement effective as of February 7, 2022, between Fidelity National Information Services, Inc., and Caroline Tsai.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1026tsaicaroline-.htm) (1) | | | | | | | | | | | | | | | * | | |
| 10.27 | | | [Employment Agreement effective as of December 16, 2013, between Fidelity National Information Services, Inc., and Ido Gileadi.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1027gileadiido-em.htm) (1) | | | | | | | | | | | | | | | * | | |
| 10.28 | | | [Amendment to Employment Agreement effective as of January 31, 2022, between Fidelity National Information Services, Inc., and Ido Gileadi.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1028gileadiidoame.htm) (1) | | | | | | | | | | | | | | | * | | |
| 10.29 | | | [Employment Agreement effective as of June 1, 2015, between Fidelity National Information Services, Inc. and Erik Hoag.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1029hoagerik-empa.htm) (1) | | | | | | | | | | | | | | | * | | |
| 10.30 | | | [Amendment to Employment Agreement effective as of January 31, 2022, between Fidelity National Information Services, Inc., and Erik Hoag.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1030hoagerik-amen.htm) (1) | | | | | | | | | | | | | | | * | | |
| 10.55 | | | [Form of Restricted Stock Unit Award for United Kingdom Employees under Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit1053rsuagreemen.htm) (1) | | | 10-K | | | 001-16427 | | | 10.53 | | | 2/20/2020 | | | | | |
| 10.56 | | | [Form of Restricted Stock Unit Award for United States Employees under Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](http://www.sec.gov/Archives/edgar/data/1136893/000113689320000032/exhibit1054rsuagreemen.htm) (1) | | | 10-K | | | 001-16427 | | | 10.54 | | | 2/20/2020 | | | | | |
| 10.57 | | | [Form of Stock Option Grant Notice and Option Agreement under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2013 through 2017.](http://www.sec.gov/Archives/edgar/data/1533932/000153393213000150/vntvex-101x2013331options.htm) (1) | | | 10-Q | | | 001-35462 | | | 10.1 | | | 5/6/2013 | | | | | |
| 10.58 | | | [Form of Performance Share Unit Acquisition Award Notice and Performance Share Unit Acquisition Award Agreement for U.S. Employees (Co-CEO under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-10167acquisitionaward.htm) (1) | | | 10-K | | | 001-35462 | | | 10.16.7 | | | 2/28/2018 | | | | | |
| 10.59 | | | [Form of Performance Share Unit Acquisition Award Notice and Performance Share Unit Acquisition Award Agreement for U.S. Employees under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-10169acquisitionaward.htm) (1) | | | 10-K | | | 001-35462 | | | 10.16.9 | | | 2/28/2018 | | | | | |
| 10.60 | | | [Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for U.S. Employees under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018 and 2019.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-101612worldpayrsuagre.htm) (1) | | | 10-K | | | 001-35462 | | | 10.16.12 | | | 2/28/2018 | | | | | |
| 10.61 | | | [Form of Stock Option Grant Notice and Stock Option Award Agreement for U.S. Employees under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018 and 2019.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-101614worldpaystockop.htm) (1) | | | 10-K | | | 001-35462 | | | 10.16.14 | | | 2/28/2018 | | | | | |
| 10.62 | | | [Form of Performance Share Unit Award Notice and Performance Share Unit Award Agreement for U.S. Employees under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2018 and 2019.](http://www.sec.gov/Archives/edgar/data/1533932/000153393218000086/wpex-101616worldpaypsuagre.htm) (1) | | | 10-K | | | 001-35462 | | | 10.16.16 | | | 2/28/2018 | | | | | |
| 10.63 | | | [Form of Performance Share Unit Award Notice for United States Executives under the Worldpay, Inc. 2012 Equity Incentive Plan for grants made in 2019.](http://www.sec.gov/Archives/edgar/data/1533932/000153393219000044/wpex-1040x20181231.htm) (1) | | | 10-K | | | 001-35462 | | | 10.40 | | | 2/26/2019 | | | | | |
| 10.65 | | | [Form of Deferred Restricted Stock Unit Grant to Director under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in May 2020.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fn_fsxfwxdirectorxdeferred.htm) (1) | | | 10-K | | | 001-16427 | | | 10.63 | | | 2/18/2021 | | | | | |
| 10.66 | | | [Form of Performance Stock Unit Grant under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in March 2020.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fn_fsxfwxpsuxoga2020ex1064.htm) (1) | | | 10-K | | | 001-16427 | | | 10.64 | | | 2/18/2021 | | | | | |
| 10.67 | | | [Form of Stock Option Grant under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in March 2020.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fn_fsxfwxoptionxoga2020ex1.htm) (1) | | | 10-K | | | 001-16427 | | | 10.65 | | | 2/18/2021 | | | | | |
| 10.68 | | | [Form of Restricted Stock Unit Grant under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in March 2020.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fn_fsxfwxrsuxoga2020ex1066.htm) (1) | | | 10-K | | | 001-16427 | | | 10.66 | | | 2/18/2021 | | | | | |
| 10.69 | | | [Form of Restricted Stock Unit Grant to Director under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in May 2020.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000025/fn_fsxfwxdirectorxrsuex1067.htm) (1) | | | 10-K | | | 001-16427 | | | 10.67 | | | 2/18/2021 | | | | | |
| 10.71 | | | [Form of Stock Option Grant under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made beginning in March 2021.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000094/ex102fn_fsxfwxoptionxoga20.htm) (1) | | | 10-Q | | | 001-16427 | | | 10.2 | | | 5/6/2021 | | | | | |
| 10.72 | | | [Form of Restricted Stock Unit Grant under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made beginning in March 2021.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000094/ex103fn_fsxfwxrsuxoga2012v.htm) (1) | | | 10-Q | | | 001-16427 | | | 10.3 | | | 5/6/2021 | | | | | |
| 10.73 | | | [Form of Performance Stock Unit Grant under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made beginning in March 2021.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000094/ex104psugrantagreement-202.htm) (1) | | | 10-Q | | | 001-16427 | | | 10.4 | | | 5/6/2021 | | | | | |
| 10.74 | | | [Employment Agreement, effective as of June 1, 2021, by and between Fidelity National Information Services, Inc., and Thomas K. Warren.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000166/exhibit101warrenthomask-.htm)(1) | | | 10-Q | | | 001-16427 | | | 10.1 | | | 8/3/2021 | | | | | |
| 10.75 | | | [Separation Agreement, Waiver and Release between Fidelity National Information Services, Inc., and Asif Ramji effective as of May 7, 2021.](http://www.sec.gov/Archives/edgar/data/1136893/000113689321000166/exhibit103-ramjiasifxsep.htm) (1) | | | 10-Q | | | 001-16427 | | | 10.3 | | | 8/3/2021 | | | | | |
| 10.76 | | | [Amended and Restated Employment Agreement dated as of October 17, 2022 between Fidelity National Information Services, Inc., and Stephanie Ferris.](http://www.sec.gov/Archives/edgar/data/1136893/000113689322000180/final-executioncopystephan.htm)(1) | | | 10-Q | | | 001-16427 | | | 10.2 | | | 11/4/2022 | | | | | |
| 10.77 | | | [Cooperation Agreement dated as of December 14, 2022, between Fidelity National Information Services, Inc. and D.E. Shaw.](http://www.sec.gov/Archives/edgar/data/1136893/000119312522305874/d427115dex101.htm) | | | 8-K | | | 001-16427 | | | 10.1 | | | 12/15/2022 | | | | | |
| 10.78 | | | [Amendment to Employment Agreement effective as of January 31, 2022, between Fidelity National Information Services, Inc., and](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1078williamsdenis.htm) [Denise Williams](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1078williamsdenis.htm)[.](https://www.sec.gov/Archives/edgar/data/1136893/000113689323000028/exhibit1078williamsdenis.htm) (1) | | | | | | | | | | | | | | | * | | |
An excerpt. Shown here: 40 of 76 rewritten, all 6 added and all 35 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2023 filing and the FY2022 filing.
Item 16. Form 10-K Summary
12 rewritten, 5 added, 8 removed, 54 unchanged
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: STEPHANIE FERRIS] [added: Stephanie Ferris] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: JEFFREY] [added: Jeffrey] A. [removed: GOLDSTEIN] [added: Goldstein] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: LEE ADREAN] [added: Lee Adrean] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: ELLEN] [added: Ellen] R. [removed: ALEMANY] [added: Alemany] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: MARK] [added: Mark] D. [removed: BENJAMIN] [added: Benjamin] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: VIJAY D'SILVA] [added: Vijay D'Silva] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: LISA] [added: Lisa] A. [removed: HOOK] [added: Hook] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: KENNETH] [added: Kenneth] T. [removed: LAMNECK] [added: Lamneck] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: GARY] [added: Gary] L. [removed: LAUER] [added: Lauer] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: LOUISE] [added: Louise] M. [removed: PARENT] [added: Parent] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: BRIAN] [added: Brian] T. [removed: SHEA] [added: Shea] | | |
| Date: | | | February [removed: 27, 2023] [added: 26, 2024] | | | By: | | | /s/ [removed: JAMES] [added: James] B. [removed: STALLINGS, JR.] [added: Stallings, Jr.] | | |
| Date: | | | February 26, 2024 | | | By: | | | /s/ James Kehoe | | |
| | | | | | | | | | James Kehoe | | |
| Date: | | | February 26, 2024 | | | By: | | | /s/ Christopher Thompson | | |
| | | | | | | | | | Christopher Thompson | | |
| Date: | | | February 26, 2024 | | | By: | | | /s/ Stephanie Ferris | | |
| | | | | | | | | | | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ ERIK HOAG | | |
| | | | | | | | | | Erik Hoag | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ THOMAS K. WARREN | | |
| | | | | | | | | | Thomas K. Warren | | |
| | | | | | | | | | Director | | |
| Date: | | | February 27, 2023 | | | By: | | | /s/ JEFFREY E. STIEFLER | | |
| | | | | | | | | | Jeffrey E. Stiefler | | |