UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Large accelerated filer x

Non-accelerated filer o

Smaller reporting company o

As of June 30, ~~2010,~~2012, 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 ~~$10,100,270,798~~$8,569,526,804 based on the closing sale price of ~~$26.82~~$34.08 on that date as reported by the New York Stock Exchange. For the purposes of the foregoing sentence only, all directors and executive officers of the registrant were assumed to be affiliates. The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, was ~~302,549,567~~294,489,305 million as of January 31, ~~2011~~.2013.

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, ~~2010~~2012, to be filed within 120 days after the close of the fiscal year that is the subject of this Report.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

~~2010~~2012 FORM 10-K ANNUAL REPORT

Unless stated otherwise or the context otherwise requires, all references to “FIS,” “we,” the “Company” or the “registrant” are to Fidelity National Information Services, Inc., a Georgia corporation formerly known as Certegy Inc. (“Certegy”), which was the surviving legal entity in the Certegy Merger; all references to "Metavante" are to Metavante Technologies, Inc., and its subsidiaries, as acquired by FIS on October 1, 2009; all references to “eFunds” are to eFunds Corporation, and its subsidiaries, as acquired by FIS on September 12, 2007; all references to "Capco" are to The Capital Markets Company NV, as acquired by FIS on December 2, 2010; all references to “Old FNF” are to Fidelity National Financial, Inc., which owned a majority of the Company’s shares through November 9, 2006; all references to “FNF” are to Fidelity National Financial, Inc. (formerly known as Fidelity National Title Group, Inc. (“FNT”)), formerly a subsidiary of Old FNF but now an independent company that remains a related entity from an accounting perspective; and all references to “LPS” are to Lender Processing Services, Inc., a former wholly owned subsidiary of FIS, which was spun-off as a separate publicly traded company on July 2, 2008.

~~Narrative Description of the Business~~Overview

FIS is ~~one~~a leading global provider of ~~the world's largest global providers dedicated to~~ banking and payments technologies. ~~We offer~~With a long history deeply rooted in the financial ~~institution core~~services sector, FIS serves more than 14,000 institutions in over 100 countries. Headquartered in Jacksonville, Florida, FIS employs more than 35,000 people worldwide and holds leadership positions in payment processing ~~card issuer~~ and ~~transaction processing~~banking solutions, providing software, services ~~including~~and outsourcing of the ~~NY CE Network, a leading national electronic funds transfer (EFT) network.~~technology that drives financial institutions. FIS topped the 2012 and 2011 annual FinTech 100 list and is a member of the Fortune 500 U.S. and of Standard and Poor’s (S&P) 500^® ~~Index and consistently holds a leading ranking in the annual FinTech 100 rankings.~~Index.

~~As of~~ ~~December 31, 2010~~, FIS has more than 300 solutions serving over 14,000 financial institutions and business customers in over 100 countries spanning most segments of the financial services industry. Th ese customers include large global as well as mid-tier and community banks, credit unions, commercial lenders, automotive financial institutions, healthcare providers and governments. Additionally, we provide services to numerous retailers via our check processing and guarantee services. No individual customer represents more than 5% of our revenues.

On October 1, 2009, FIS completed the acquisition of Metavante. The resulting combination of solution suites strengthened our competitive position globally, generating substantial economies of scale and providing significant cross-sell opportunities. Metavante expanded the scale of FIS' core processing and payment capabilities, and added comprehensive trust and wealth management processin g services as well as the NYCE Network, which joined the Company’s existing EFT offerings. In addition, Metavante added significant scale to our treasury and cash management offerings and provided an entry into the healthcare and government payments markets. These enhanced capabilities enable FIS to provide a selection of solutions to financial institutions across all asset sizes, and to a variety of non-financial organizations, both domestically and internationally. FIS is ~~now well positioned in both the large and mid-tier bank segments, where the majority of IT spending occurs.~~

On December 2, 2010, FIS acquired Capco, a global business and technology consultancy dedic ated solely to the financial services industry. Capco will broaden our capabilities to provide integrated consulting, technology and complex, large-scale transformation services.

~~General Development of the Business~~

Our business operations and organizational structure result from the February 1, 2006, business combination of FIS and Certegy (the “Certegy Merger”). FIS was viewed as the acquirer for accounting purposes, and our financial stateme nts and other disclosures for periods prior to the Certegy Merger treat FIS as our predecessor company. Also, as a result of the Certegy Merger, the registrant’s name changed from “Certegy Inc.” to “Fidelity National Information Services, Inc.” and our New York Stock Exchange trading symbol from “CEY” to “FIS”. We are incorporated under the laws of the State of ~~Georgia.~~Georgia as Fidelity National Information Services, Inc. and our stock is traded on the New York Stock Exchange under the trading symbol "FIS".

Our growth has been driven organically as well as through ~~an active acquisition program,~~acquisitions, which ~~has~~have contributed critical applications that are complementary to or enhance existing offerings, including core banking solutions, outsourcing solutions for community banks, credit unions, and other financial institutions, item ~~p rocessing~~processing services, card issuer services, risk management solutions, ~~EFT~~electronic funds transfer ("EFT") services, and prepaid/gift card processing, ~~as well as~~including solutions for domestic companies, global organizations and for those domiciled outside of North America. These strategic ~~transactions~~acquisitions have enabled us to quickly broaden our available solution offerings, scale our operations, expand our customer base and strengthen our competitive position.

Financial Information About Operating Segments and Geographic Areas

On July 2, 2008, we completed the spin-off of our former lender processing services segment into a separate publicly traded company, Lender Processing Services, Inc., referred to as LPS. The results of operations of the lender processing services segment are reflected as discontinued operations in the Consolidated Statements of Earnings for all periods preceding the spin-off. Subsequent to the LPS spin-off, we began reportingWe report the results of our operations in four reporting segments: 1) Financial Solutions Group (“FSG”); 2) Payment Solutions Group (“PSG”); 3) International Solutions Group (“ISG”); and 4) Corporate and Other. ~~All periods presented have been conformed to reflect the segment changes.~~

Competitive Strengths

We believe that our competitive strengths include the following:

~~Leading Proprietary Technology —~~ ~~FIS has a significant number of high quality software applications and services that have been developed over many years with substantial input from our customers.~~

~~Comprehensive, Integrated Business Solutions~~ — FIS has the ability to use a wide range of applications and services to provide comprehensive business solutions for our customers. In addition, FIS is able to use the modular nature of our software applications and our ability to integrate many of our services with the service s of others to provide customized solutions that respond to individualized customer needs. FIS also offers a wide range of flexible service arrangements for the deployment and support of our software, from traditional license and maintenance fee approaches to managed processing arrangements, either at the customer’s site or at an FIS location.

~~Excellent Relationship with Customers~~ — A significant percentage of FIS’ business with our customers relates to core proces sing applications and services, and the nature of this relationship allows us to develop close partnerships with these customers. As the breadth of FIS’ service offerings expands, we have found that our access to key customer personnel is increasing, presenting greater opportunities for cross-selling.

~~Strong Value Proposition for Customers~~ ~~— We understand the needs of our customers and have developed innovative services that can reduce their operating costs.~~

Our mission is to achieve ~~profitable~~sustainable revenue and earnings growth through providing superior solutions to our customers. Our strategy to achieve this has been and will continue to be built on the following pillars:

~~Solution Integration and Innovation~~ — Continue to invest in internally developed applications and platforms. Enhancing and extending the functionality of our proprietary systems and developing new and innovative applications in response to market needs are essential elements to achieving our growth objectives.

Expand Client Relationships — The overall marketwe servecontinues to gravitate beyond single-product purchases to multi-solution partnerships. As the market dynamics shift, we expect our clients to rely more on our multidimensional service offerings. Our leveraged solutions and processing expertise can drive meaningful value and cost savings to our clients through more efficient operating processes, improved service quality and speed for our clients' customers.

Buy, Build or Partner to Add Solutions to Cross-Sell — We continue to invest in growth through internal product development, as well as through product-focused or market-centric acquisitions that complement and extend our existing capabilities and provide us with additional solutions to cross-sell. We also partner from time to time with other entities to provide comprehensive offerings to our customers. By investing in solution innovation and integration, we continue to expand our value proposition to clients.

Support Our Clients Through Market Transformation — The changing market dynamics are transforming the way our clients operate, which is driving incremental demand for our leveraged solutions, consulting expertise, and services around intellectual property. Our depth of services capabilities enables us to become involved earlier in the planning and design process to assist our clients as they manage through these changes.

Continually Improve to Drive Margin Expansion — We strive to optimize our performance through investments in infrastructure enhancements and other measures that are designed to drive organic revenue growth and margin expansion.

Build Global Diversification — We continue to deploy resources in emerging global markets where we expect to achieve meaningful scale.

~~Superior Execution~~ ~~— Deliver value using industry best practices more economically than customers can perform the same services internally.~~

~~Enterprise Sales~~ ~~— Leverage opportunities for cross-selling and up-selling to existing customers. FIS has built a centr alized team of experienced sales personnel that capitalizes on these opportunities.~~

~~Global Diversification~~ ~~— Continue to deploy resources in emerging global markets with higher revenue growth potential.~~

~~Strategic Acquisitions~~ — Focus on acquisitions that can bring new applications to existing markets we serve or provide entry into new markets. This strategy has allowed us to build a very broad solutions suite and will contribute to maintaining our competitive position going forward.

~~Disciplined Capital Investment and Expense Management~~ ~~— Continue to drive operating efficiencies, thereby freeing resources for strategic innovation and global diversification efforts.~~

The table below summarizes the revenues by our reporting segments (in millions):

Financial Solutions Group

The focus of FSG is to provide the most comprehensive software and services for the core processing, customer channel, treasury services, cash management, wealth management and capital market operations of our financial institution customers in North America. We service the core and related ancillary processing needs of North American banks, credit unions, automotive financial companies, commercial lenders, and independent community and savings ~~i nstitutions.~~institutions. FIS offers a broad selection of in-house and outsourced solutions to banking customers that span the range of asset sizes. FSG customers are typically committed under multi-year contracts that provide a stable, recurring revenue base and opportunities for cross-selling additional financial and payments offerings.

We employ several business models to provide our solutions to our customers. We typically deliver the highest value to our customers when we combine our software applications and deliver them in one of several types of outsourcing arrangements, such as an application service provider, facilities management processing or an application management arrangement. We are also able to deliver individual applications through a software licensing arrangement. Based upon ~~the~~our expertise gained through the foregoing arrangements, some clients also ~~use~~retain us to manage their IT operations without ~~providing~~using any of our proprietary software.

Our solutions in this segment include:

~~Core Processing and Ancillary Applications.~~ Our core processing software applications are designed to run critical banking processes for our financial institution clients, including deposit and lending systems, customer management, and other central management systems. Our diverse selection of market-focused core systems enables FIS to effectively compete in a wide range of markets. We also offer a number of services that are ancillary to the primary applications listed above, including branch automation, back office support systems and compliance support. In addition, our wealth management services offer a set of Internet-enabled services to financial services providers that address the specific needs of the rapidly growing wealthy, affluent and emerging affluent markets, as well as commercial clients. These solutions address asset and liability aggregati on, trust and investment account management, client and regulatory reporting, and employee retirement benefit services. We also offer an application suite that assists automotive finance institutions in evaluating loan applications and credit risk, and allows automotive finance institutions to manage their loan and lease portfolios.

~~Channel Solutions.~~ Our comprehensive suite of retail delivery applications enables financial institutions to integrate and streamline customer-fac ing operations and back-office processes, thereby improving customer interaction across all channels (e.g., branch offices, Internet, ATM, call centers). The FIS focus on consumer access has driven significant market innovation in this area, with multi-channel and multi-host solutions and a strategy that provides tight integration of services and a seamless customer experience. Our Consumer Electronic Banking and Business Internet Banking both provide an extensive set of cash management capabilities, enabling customers to manage banking and payments through the Internet, mobile devices, accounting software and telephone. Corporate Electronic Banking solutions provide commercial treasury capabilities including cash management services and multi-bank and collection and disbursement services that address the specialized needs of corporate customers. FIS systems provide full accounting and reconciliation for such transactions, serving as the system of record and providing full regulatory compliance, risk assess ment and fraud management tools.

~~Decision and Risk Management Solutions.~~ Our decision solutions offer a full spectrum of options that cover the account lifecycle from helping to identify qualified account applicants to managing mature customer accounts and fraud. Our applications include know-your-customer, new account decisioning, new account opening, account and transaction management, fraud management and collections. Our risk management services utilize our proprietary ris k management models and data sources to assist in detecting fraud and assessing the risk of opening a new account or accepting a check at either the point-of-sale, a physical branch location, or through the Internet. Our systems utilize a combination of advanced authentication procedures, predictive analytics, artificial intelligence modeling and proprietary and shared databases to assess and detect fraud risk for deposit transactions for financial institutions.

~~Global Commercial Services.~~ Our global commercial services include solutions, both onshore and offshore, designed to meet the technology challenges facing principally U.S. based clients, large or small. Our technology solutions range in scope from consulting engagements to application development projects and from operations support for a single application to full management of information technology infrastructures. We also provide outsourcing teams to manage costs, improve operational efficiency, transform processes and deliver world-class customer service. There is an increased trend toward outsourcing in our customer base, thus expansion of these services represents one of FIS’ growth drivers.

Payment Solutions Group

PSG provides a comprehensive set of software and services for the EFT, card processing, item processing, bill payment, and government ~~and healthcare~~ payments processing needs of our customers in North America. PSG is focused on servicing the payment and ~~electronic funds transfer~~EFT needs of North American headquartered banks and credit unions, commercial lenders, ~~and~~ independent community and savings ~~institutions. With the Metavante acquisition, we also entered the healthcare~~institutions and government ~~payments m arkets.~~institutions. PSG customers typically commit to multi-year contracts that provide recurring revenues based on underlying payment transaction volumes.

Our solutions in this segment include:

consumer convenience and security of electronic real-time payments, real-time account-to-account transfers, and strategic alliances such as surcharge-free ATM network arrangements. We are also a leading provider of prepaid card services, which include gift cards and reloadable cards, with end-to-end solutions for development, processing and administration of stored-value programs.

~~Electronic Funds Transfer.~~ Our electronic funds transfer and debit card processing businesses offer settlement and card management solutions for financial institution card issuers. We provide traditional ATM- and PIN-based debit network access and emerging real-time payment alternatives through NYCE. NYCE connects millions of cards and point-of-sale locations nationwide, providing consumers with secure, real-time access to their money. Also through NYCE, clients such as financial institutions, retailers and independent ATM operators can capitalize on the efficiency, consumer convenience and security of electronic real-time payments, real-time account-to-account transfers, and strategic alliances such as surcharge-free ATM network arrangements. We are also a leading provider of prepaid card services, which is a fast growing channel in the industry. Services include gift cards and reloadable cards, with end-to-end soluti ons for development, processing and administration of stored-value programs.

~~customers, nor do we fund their receivables.~~ customers. In addition, our merchant card processing service provides everything a financial institution needs to manage its merchant card ~~processing service provides everything a financial institution needs to manage its merchant car d~~ activities, including point-of-sale equipment, transaction authorization, draft capture, settlement, charge-back processing and reporting.

~~Government and Healthcare Payments Solutions.~~ FIS healthcare payments solutions facilitate the exchange of information and funds among patients, payers, providers and financial institutions. With Web-enabled tools, a Health Savings Account (HSA) platform, “multi-purse” benefit debit cards that cover multiple spending accounts with a single card and combined eligibility/payment cards, FIS enables consumers and third party benefits administrators to have integrated benefit account management of HSAs, Flexible Spending Accounts (FSA), Health Reimbursement Agreements (HRA) and dependent care and transportation accounts. We also provide comprehensive, customized electronic service applications for government agencies, including Internal Revenue Service (IRS) payment services. We also facilitate the collection of state income taxes, real estate taxes, utility bills, vehicle registration fees, driver’s license renewal fees, parking tickets, traffic citations, tuition payments, court fees and fines, hunting and fishing license fees, as well as various business licenses.

~~ePayment Solutions.~~ We provide reliable and scalable bill publishing and bill consolidation technology for our customers, generating millions of monthly bills and servicing both billers and financial institution customers. Online bill payment functionality includes credit and debit card-based expedited payments. Our end-to-end presentment and payment solution provides an all-in-one solution to meet billers’ needs for the distribution and collection of bills and other customer documents. FIS also provides automated clearing house (ACH) processing.

~~Check Authorization.~~ Our check authorization business provides check risk management and related services to businesses accepting or cashing checks. Our services assess the likelihood (and often provide a guarantee) that a check will clear. Our check authorization system utilizes artificial intelligence modeling and other state-of-the-art technology to deliver accuracy, convenience and simplicity to retailers.

International Solutions Group

ISG provides local services to our customers in more than 100 countries around the world. The services delivered by FIS in these locations provide many of the same financial and payments solutions we offer in North America. We provide core banking applications, channel solutions, card and merchant services, item processing and check risk management solutions to financial institutions, card issuers and retailers.

Our international operations leverage existing applications and provide services for the specific business needs of our customers in targeted international markets. Services are delivered from 2728 operations centers around the world. Our payment solutions services include fully outsourced card-issuer services and customer support, payment processing and switching services, prepaid and debit card processing, item processing, software licensing and maintenance, outsourced ATM management and retail point-of-sale check warranty services. Our financial solutions services include fully outsourced core

bank processing arrangements, application management, software licensing and maintenance, facilities management and consulting services, including Capco's international operations.

ISG represented approximately ~~17%~~20% of total ~~2010~~2012 revenues, with potential for both growth in existing customer accounts and new account penetration. Management believes the greatest potential for growth is in the ~~EMEA,~~Western European, Latin American ~~Australian~~ and Asian markets.

Corporate and Other Segment

The Corporate and Other segment consists of the corporate overhead costs that are not allocated to operating segments. These include costs related to human resources, legal, risk, information security, finance ~~legal,~~and accounting and domestic sales and marketing, ~~merger and acquisition activity and~~ amortization of acquisition-related intangibles and other costs that are not considered when management evaluates operating segment performance.

We have an integrated team of experienced sales personnel with expertise in particular services and the needs of particular types of customers, e.g., financial institutions, other nonbanking customers, and international institutions. This organizational structure enables us to effectively bring relevant skills and knowledge to potential customers and to identify additional solutions for our existing customers, leveraging opportunities to cross-sell and up-sell. We target the majority of our potential customers via direct and/or indirect field sales, as well as inbound and outbound lead generation and telesales efforts.

Our global marketing strategy is to develop and lead the execution of the various business units’ strategic plans in support

of their revenue and profitability goals. Key components include thought leadership, consistent message development, internal and external communications, client conference content management, Web content creation and management, trade shows, demand generation campaign involvement and collateral development and management.

Beginning October 1, 2009, we entered into a comprehensive rebranding campaign to bring all of our software and services under one comprehensive set of trademarks, including FIS and NYCE, in support of our marketing strategy.

Patents, Copyrights, Trademarks and Other Intellectual Property

Our primary competitors include internal technology departments within financial institutions and retailers, data processing or software development departments of large companies or large computer manufacturers, third-party payment processors, independent computer services firms, companies that develop and deploy software applications, companies that provide customized development, implementation and support services and companies that market software for the financial services industry. Some of these competitors possess substantially greater financial, sales and marketing ~~resource s~~resources than we do. Competitive factors impacting the success of our services include the quality of the technology-based application or service, application features and functions, ease of delivery and integration, ability of the provider to maintain, enhance, and support the applications or services, and price. We believe that we compete favorably in each of these categories. In addition, we believe that our financial institution industry expertise, combined with our ability to offer multiple applications, services and integrated solutions to individual customers, enhances our competitiveness against companies with more limited offerings. Specific competitors for both financial and payment solutions include Fiserv, Inc. and Jack Henry and Associates, Inc. In the core processing market, we also compete with ~~Open Solutions, Inc.,~~ International Business Machines Corporation (IBM), Accenture Ltd., Alliance Data Systems Corporation, DST Systems, Harland Financial Solutions, Inc., SEI Investments Company, ~~S1Corporatio n,~~ACI Worldwide, SunGard Data Systems, Inc. and in certain non-U.S. markets, Alnova Technologies Corporation, Oracle Financial Services Software Limited (formerly known as I-Flex Solutions Limited), Misys plc, Infosys Technologies Limited and Temenos Group AG. Our competitors in the card services market include MasterCard Incorporated, Visa Inc., and third-party credit and debit card processors, such as First Data Corporation, Total System Services, Inc., HP Enterprise Services and Payment Systems for Credit Unions (PSCU). Competitors in the check risk management services market include First Data Corporation’s TeleCheck Services division, Heartland Payments Systems, Inc., Total Systems Services, Inc. and Global Payments, Inc.

Research and ~~De velopment~~Development

Our research and development activities have related primarily to the design and development of processing systems and related software applications and risk management platforms. We expect to continue our practice of investing 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 in response to the needs of our customers, and to enhance the capabilities surrounding our outsourcing infrastructure. In addition, we intend to offer services that are compatible with new and emerging delivery channels.

As part of our research and development process, we evaluate current and emerging technology for compatibility with our existing and future software platforms. To this end, we engage with various hardware and software vendors in evaluation of various infrastructure components. Where appropriate, we use third-party technology components in the development of our software applications and service offerings. Third-party software may be used for highly specialized business functions, which we may not be able to develop internally within time and budget constraints. Additionally, third-party software may be used for ~~commodity type~~commodity-type functions within a technology platform environment. In the case of nearly all of our third-party software, enterprise license agreements exist for the third-party component and either ~~alternativ e~~alternative suppliers exist or transfer rights exist to ensure the continuity of supply. As a result, we are not materially dependent upon any third-party technology components. We work with our customers to determine the appropriate timing and approach to introducing technology or infrastructure changes

to our applications and services. In the years ended December 31, ~~2010~~2012, ~~2009~~2011 and ~~2008~~2010, approximately 2% to 3% of revenues were invested in research and development efforts (excluding amounts capitalized).

Government Regulation

Our services are subject to a broad range of complex federal, state, and foreign regulation, including federal truth-in-lending and truth-in-savings rules, Regulation AA (Unfair or Deceptive Acts or Practices), privacy laws, usury laws, the Equal Credit Opportunity Act, the Electronic Funds Transfer Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Bank Secrecy Act, the USA Patriot Act, 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 compliance of our services with these and other applicable laws and regulations depends on a variety of factors, including the manner in which our clients use them. Our clients are contractually responsible for determining what is required of them under applicable laws and ~~r egulations~~regulations so that we can assist them in their compliance efforts. The failure of our services to comply with applicable laws and regulations could result in restrictions on our ability to provide them, as well as the imposition of civil fines and/or criminal penalties. The ~~four~~ principal areas of regulation impacting our business are:

~~Privacy.~~ ~~Our financial insti tution~~

Privacy. Our financial institution clients are required to comply with privacy regulations imposed under the Gramm-Leach-Bliley Act. These regulations place restrictions on the use of non-public personal information. All financial institutions must disclose detailed privacy policies to their customers and offer them the opportunity to direct the financial institution not to share information with third parties. The regulations, however, permit financial institutions to share information with non-affiliated parties who perform services for the financial institutions. As a provider of services to financial institutions, we are required to comply with the privacy regulations and are bound by the same limitations on disclosure of the information received from our customers as apply to the financial institutions themselves.

~~Consumer Reporting.~~ Our retail check authorization services (Certegy Check Services) and account opening services (ChexSystems) maintain databases of consumer information and, as a consequence, are subject to the Federal Fair Credit Reporting Act and similar state laws. Among other things, the Fair Credit Reporting Act imposes requirements on us concerning data accuracy, and provides that consumers have the right to know the contents of their files, to dispute their accuracy, and to require verification or removal of disputed information. In furtherance of our objectives of data accuracy, fair treatment of consumers, protection of consumers’ personal information, and compliance with the se laws, we maintain a high level of security for our computer systems in which consumer data resides, and we maintain consumer relations call centers to facilitate efficient handling of consumer requests for information and handling disputes.

The Dodd-Frank Act was enacted and signed into law on July 21, 2010. Among other provisions, this legislation created the Consumer Financial Protection Bureau (the "Bureau") whose sole focus is to develop, implement and, with respect to financial institutions, we are required to comply with ~~more than $10 billion in assets, enforce consumer protection rules promulgated~~the privacy regulations and are bound by the ~~Bureau; for~~same limitations on disclosure of the information received from our customers as apply to the financial institutions ~~with less than $10 billion in assets, enforcement~~themselves.

Money Transfer. Elements of our cash access and money transmission businesses are registered as a Money Services Business and are subject to the USA Patriot Act and reporting requirements of the ~~rules will be carried out by such institution's primary federal regulator. Since~~Bank Secrecy Act and U.S. Treasury Regulations. These businesses are also subject to various state, local and tribal licensing requirements. The Financial Crimes Enforcement Network, state attorneys general, and other agencies have enforcement responsibility over laws relating to money laundering, currency transmission, and licensing. In addition, most states have enacted statutes that require entities engaged in money transmission and the ~~regulations implementing~~sale of stored value cards to register as a money transmitter with that jurisdiction's banking department.

the collection laws, as well as the various credit reporting laws. In furtherance of our objectives of data accuracy, fair treatment of consumers, protection of consumers’ personal information, and compliance with these laws, we ~~are uncertain as t o what degree the legislation may affect~~strive to maintain a high level of security for our ~~business~~computer systems in ~~the future.~~which consumer data resides, and we maintain consumer relations call centers to facilitate efficient handling of consumer requests for information and handling disputes.

The Housing Assistance Tax Act of 2008 requires, among other provisions, information reporting obligations on payment settlement entities for calendar years beginning after December 31, 2010. This law requires every merchant acquiring entity and ~~third party~~third-party settlement organization to file information returns for the gross amount of reportable payment transactions for the calendar year and the reportable payment transactions for each month of the calendar year. The reportable payment transactions are any transactions in which a payment card is accepted as payment and any ~~third party~~third-party payment network. This law ~~will result~~resulted in significant additional Form 1099 reporting requirements ~~in January 2011~~for FIS.

~~Debt Collection.~~ ~~Our collection services are subject to the Federal Fair Debt Collection Practices Act and various state collection laws and licensing requirements.~~ The ~~Federal Trade Commission, as well as state attorneys general and other agencies, have enforcement responsibility over the collection laws, as well as the various credit reporting laws.~~

~~Money Transfer.~~ Elements of our cash access and money transmission businesses are registered as a Money Services Business and are subject to the USA Patriot Act and reporting requirements of the Bank Secrecy Act and U.S. Treasury Regulations. These businesses are also subject to various state, local and tribal licensing requirements. The Financial Crimes Enforcement Network, state attorneys general, and other agencies have enforcement responsib ility over laws relating to money laundering, currency transmission, and licensing. In addition, most states have enacted statutes that

~~require entities engaged in money transmission and the sale of stored value cards to register as a money transmitter with that jurisdiction’s banking department.~~

~~Also included in the~~ Dodd-Frank Act was enacted and signed into law on July 21, 2010. Among other provisions, this legislation created the Consumer Financial Protection Bureau (the "Bureau"), whose sole focus is to develop, implement and, with respect to financial institutions with more than $10 billion in assets, enforce consumer protection rules promulgated by the Bureau, including enhanced oversight of non-financial institutions providing financial services. For financial institutions with less than $10 billion in assets, enforcement of the rules will be carried out by such institution's primary federal regulator.

The Dodd-Frank Act also amended the Electronic Fund Transfer Act (''EFTA'') by adding a ~~requirement~~new section 920 regarding limitations on certain interchange transaction fees and modification of certain payment card network rules. This provision requires that the Federal Reserve Board enact regulations governing interchange fees and network fees arising from electronic debit card and reloadable general-use gift card transactions. ~~Under the legislation,~~Specifically, the amount of interchange fees that ~~issuers (with~~apply to such transactions on cards issued by financial institutions with more than $10 billion in ~~assets) may charge~~assets must be “reasonable and proportional” to the ~~cost~~costs incurred by a financial institution in connection with such transactions. Pursuant to this provision, the ~~issuer. Network fees are regulated to the extent~~Federal Reserve Board's final regulations (announced on June 29, 2011 and effective on October 1, 2011) establish a maximum permissible interchange fee that ~~they are used to circumvent restrictions on interchange fees or compensate issuers with respect to~~a covered issuer may receive for an electronic debit transaction, in the amount of $0.21 per transaction and five basis points multiplied by the value of the transaction, plus a possible $0.01 fraud prevention adjustment. Issuers that, together with their affiliates, have assets of less than $10 billion are exempt from these debit card ~~transactions.~~ interchange fee restrictions.

The ~~legislation also requires that the regulations to be enacted~~maximum interchange fee established by the Federal Reserve Board ~~prohibit issuers from restricting the processing of~~for covered transactions to networks they own or are affiliated with and from “inhibiting” retailers' abilities to ro ute transactions to issuers over any debit card network. These regulations are to be promulgated by the Federal Reserve Board and are expected to take effect in the third quarter of 2011. In December 2010, the Federal Reserve Board released the proposed regulations, which set a cap on interchange fees to $0.12 per transaction on electronic debit card and reloadable general-use gift card transactions. This is a significant reduction from the ~~current~~pre-October 1, 2011 per transaction average rate. For FIS, interchange fees are primarily pass-through fees to non-regulated issuers and this change ~~would~~did not have a direct impact toon our earnings. However, it is uncertain what the indirect financial impact will be on FIS, as our clients are faced with significant revenue reductions from the interchange rate changes. Moreover, since ~~the~~not all regulations implementing the ~~act~~Dodd-Frank Act have ~~not~~ been finalized, we are uncertain as to what ~~degree~~extent the legislation may affect our business in the future. The remaining proposed regulations do not appear to be intended to directly affect ~~interchang e~~interchange fees applicable to credit card transactions, but they do prohibit networks from “inhibiting” retailers from setting minimum purchase amounts for use of credit cards, as long as the minimum ~~does not discriminate among issuers or networks and the minimum~~purchase amount is not greater than ~~$10.~~$10, so long as the value does not differentiate between card issuers or payment card networks.

The Dodd-Frank Act also prohibits payment card issuers and payment networks from restricting the number of networks over which electronic debit transactions may be processed to less than two unaffiliated networks. The effective date for this network exclusivity prohibition was April 1, 2012 with respect to issuers and October 1, 2011 with respect to networks. Issuers of certain health-related and other benefit cards and general-use prepaid cards have a delayed effective date of April 1, 2013, or later in certain circumstances.

Issuers and networks are also prohibited from inhibiting a merchant's ability to direct the routing of the electronic debit transaction over any network that the issuer has enabled to process them. The merchant routing provisions became effective on October 1, 2011.

Oversight by Banking Regulators.As a provider of electronic data processing and back-office services to financial institutions, ~~we are also~~FIS is subject to regulatory oversight and examination by the Federal Financial Institutions Examination Council ("FFIEC"), an interagency body of the Federal Deposit Insurance Corporation, the Office of ~~Thrift Supervision, the Office of~~ the Comptroller

of the Currency, the Board of Governors of the Federal Reserve System, the National Credit Union Administration and various state ~~regu latory authorities.~~regulatory authorities as part of the Multi-Region Data Processing Servicer Program ("MDPS"). The MDPS program includes technology providers that provide mission critical applications for a large number of financial institutions that are regulated by multiple regulatory agencies. Periodic information technology examination assessments are performed using FFIEC Interagency guidelines to identify potential risks that could adversely affect serviced financial institutions, determine compliance with applicable laws and regulations that affect the services provided to financial institutions and to ensure the services we provide to financial institutions do not create systemic risk to the banking system or impact the safe and sound operation of the financial institutions we process. In addition, independent auditors annually review several of our operations to provide reports on internal controls for our customers’ auditors and regulators. We are also subject to review under state and foreign laws and rules that regulate many of the same activities that are described above, including electronic data processing and back-office services for financial institutions and the use of consumer information.

The foregoing list of laws and regulations to which our Company is subject is not exhaustive, and the regulatory framework governing our operations changes continuously. ~~Although we do not believe that compliance with future laws and regulations related to our businesses will have a material adverse eff ect on our company, enactment~~Enactment of new laws and regulations may increasingly affect the operations of our business, directly and indirectly, which could result in substantial regulatory compliance costs, litigation expense, adverse publicity, and/or loss of revenue.

Disclosure Pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act

Under the Iran Threat Reduction and Syrian Human Rights Act of 2012 (the “Act”), which added Section 13(r) of the Securities Exchange Act of 1934, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” (as defined in Rule 12b-2 under the Exchange Act) knowingly engage in certain specified activities during the period covered by the report. Neither we nor any of our controlled affiliates or subsidiaries engaged in any of the specified activities during 2012. However, because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controlled us or is under common control with us (“control” is also construed broadly by the SEC). During 2012, Warburg Pincus LLC (“Warburg”) was potentially an upstream affiliate of ours as so defined, as a result of the share ownership of WPM, LP (which owned 14.2% of our outstanding stock as of February 27, 2012, but only owns 6.5% as of the date of this report) and its right to designate a single director to our eight person board of directors. Warburg has informed us that Bausch & Lomb Incorporated (“Bausch & Lomb”), a company controlled by Warburg, has provided it with the following information relevant to Section 13(r). We have no involvement in or connection with the activities of Bausch & Lomb or any of its subsidiaries and receive no revenue from them, and have not independently verified or participated in the disclosure provided by Warburg pursuant to the Act. To comply with the Act, Warburg provided us with the following disclosure:

“Bausch & Lomb, an eye health company, makes sales of human healthcare products to benefit patients in Iran under licenses issued by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”). In 2012, Bausch & Lomb was granted licenses by OFAC, extending to its foreign affiliates doing business in Iran. Before the U.S. Government extended OFAC sanctions to entities controlled by U.S. persons in October 2012, it was permissible under U.S. law for non-U.S. affiliates to engage in sales to Iranian customers under limited circumstances. In accordance with these requirements, during the first three quarters of 2012, certain of Bausch & Lomb's non‑U.S. affiliates engaged in sales to Iran from its Surgical - Consumables business, which includes certain intraocular lenses and other products used to help people retain or regain sight. Its non-U.S. affiliate, Technolas Perfect Vision GmbH (“TPV”), which sells ophthalmic surgery systems and related products used in connection with refractive and cataract surgery, also engaged in sales to Iran. These sales were all conducted through a distributor, which also engaged in certain registration and licensing activities with the Iranian government involving Bausch & Lomb's products. The Iranian distributor is not listed on any U.S. sanctions lists and is not a government-owned entity. However, the downstream customers of this distributor included public hospitals, which may be owned or controlled directly or indirectly by the Iranian government. The entire gross revenues attributable to Bausch & Lomb's Surgical - Consumables business not conducted pursuant to an OFAC license in Iran during 2012 were US$5,058,000 and the gross profits were US$2,690,000. The entire gross revenues attributable to TPV's sales to Iran during 2012 not under OFAC license were € 1,738,900 and the gross profits were € 958,624. Bausch & Lomb does not have sufficient information to specify what proportion of these sales may relate to Iranian government end customers of its distributor. The purpose of Bausch & Lomb's Iran-related activities is to provide access to important and sight-saving products to surgeons and patients in Iran, and to improve the eye healthcare of the Iranian people. For this reason, Bausch & Lomb and its affiliates plan to continue their existing activities and operations in Iran; however, as noted above, all of this business (including business conducted by non-U.S. companies) is conducted pursuant to licenses issued by OFAC.”

Information Security

Globally, attacks on information technology systems continue to grow in frequency, complexity and sophistication. Such attacks have become a point of focus for individuals, businesses and governmental entities. The objectives of these attacks include, among other things, gaining unauthorized access to systems to facilitate financial fraud, disrupt operations, cause denial of service events, corrupt data, and steal non-public, sensitive information. FIS is not immune to such attacks. As part of our business, we electronically receive, process, store and transmit a wide range of confidential information, including but not limited to sensitive information of our customers and personal consumer data. We also operate payment, cash access and prepaid card systems. For more information on Information Security, see Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.

As of December 31, ~~2010~~2012, we had ~~approximately 33,000~~more than 35,000 employees, including approximately ~~19,000~~21,000 employees principally employed outside of the U.S. None of our U.S. workforce currently is unionized. Approximately ~~11,500~~11,100 of our employees, primarily in Brazil and Germany, are represented by labor unions. We consider our relations with employees to be good.

Available Information

Our Internet website address is www.fisglobal.com. We make our Annual Reports on Form 10-K, Quarterly Reports on Form ~~1 0-Q,~~10-Q, and Current Reports on Form 8-K, and any amendments to those reports, available, free of charge, on that website as soon as reasonably practicable after we file or furnish them to the Securities and Exchange Commission. Our Corporate Governance Policy and Code of Business Conduct and Ethics are also available on our website and are available in print, free of charge, to any shareholder who mails a request to the Corporate Secretary, Fidelity National Information Services, Inc., 601 Riverside Avenue, Jacksonville, FL 32204 USA. Other corporate governance-related documents can be found at our website as well. However, the information found on our website is not a part of this or any other report.

~~Item 1A.~~ ~~Risk Factors.~~

In addition to the normal risks of business, we are subject to significant risks and uncertainties, including those listed below and others described elsewhere in this Annual Report on Form 10-K. Any of the risks described herein could result in a

significant adverse effect on our results of operations and financial condition.

Risks Related to Our ~~Markets~~Business and ~~Industry~~Operations

Consolidations and business failures in the banking and financial services industry could adversely affect our business by ~~elimi nating~~eliminating some of our existing and potential customers and making us more dependent on a more limited number of customers.

There has been and continues to be substantial consolidation activity in the banking and financial services industry. In addition, many financial institutions that experienced negative operating results, including some of our customers, have failed.

~~The~~ These consolidations and failures reduce ~~the~~our number of ~~our~~ potential customers and may reduce ~~the~~our number of ~~our~~existing customers, which could adversely affect our revenues, even if the events do not reduce the aggregate activities of the consolidated entities. Further, if our customers fail and/or merge with or are acquired by other entities that are not our customers, or that use fewer of our services, they may discontinue or reduce use of our services. It is also possible that larger financial institutions resulting from consolidations would have greater leverage in negotiating terms or could decide to perform in-house some or all of the services ~~which~~that we currently provide or could provide. Any of these developments could have an adverse effect on our business, results of operations and financial condition.

If we fail to adapt our services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade our technology are not successful, we could lose customers and have difficulty attracting new customers for our services.

The markets for our services are characterized by constant technological changes, frequent introductions of new services and evolving industry standards. Our future success will be significantly affected by our ability to enhance our current services, and develop and introduce new services that address the increasingly sophisticated needs of our customers and their clients. These initiatives carry the risks associated with any new service development effort, including cost overruns, delays in delivery, and performance issues. There can be no assurance that we will be successful in developing, marketing and selling new services that meet these changing demands, that we will not experience difficulties that could delay or prevent the successful development, introduction, and marketing of these services, or that our new services and their enhancements will adequately

We operate in a competitive business environment, and if we are unable to compete effectively our results of operations and financial condition may be adversely affected.

The market for our services is intensely competitive. Our competitors vary in size and in the scope and breadth of the services they offer. Some of our competitors have substantial resources. We face direct competition from third parties, and since many of our larger potential customers have historically developed their key applications in-house and therefore view their system requirements from a make-versus-buy perspective, we often compete against our potential customers’ in-house capacities. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. 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, and results of operations. See "Item I. Business. Competition."

Global economic, political and other conditions, including business cycles and consumer confidence, may adversely affect our customers or trends in consumer spending, which may adversely impact the demand for our services and our revenue and profitability.

A significant portion of our revenue is derived from transaction processing fees. The global transaction processing industries depend heavily upon the overall level of consumer, business and government spending. Any change in economic factors, including a sustained deterioration in general economic conditions or consumer confidence, particularly in the United States, or ~~inc reases~~increases in interest rates in key countries in which we operate may adversely affect consumer spending, including related consumer debt, reduce check writing and change credit and debit card usage, and ~~may~~as a result, adversely affect our financial performance by reducing the number or average purchase amount of transactions ~~which~~that we service.

Constraints within global financial markets or international regulatory requirements could constrain our financial institution customers' ability to purchase our services, impacting our future growth and profitability.

A significant number of our customers and potential customers may hold sovereign debt or be subject to emerging international requirements such as Basel III, which could require changes in their capitalization and hence the amount of their working capital available to purchase our services. These organizations could have their capital constrained if the value of sovereign debt of nations such as Greece, Spain, Italy, Ireland or Portugal continues to decline, if additional countries default on their debt, or if emerging regulatory requirements such as Basel III require institutions to alter their capital structures. These potential constraints could alter the ability of customers or potential customers to purchase our services and thus could have a significant impact on our future growth and profitability.

Potential customers may be reluctant to switch to a new vendor, which may adversely affect our growth.

For banks and other potential customers of our financial information software and services, switching from one vendor of bank core processing or related software and services (or from an ~~inte rnally-developed~~internally-developed system) to a new vendor is a significant

undertaking. Many potential customers perceive potential disadvantages such as loss of accustomed functionality, increased costs (including conversion costs) and business disruption. As a result, potential customers may resist change. We seek to overcome this resistance through value enhancing strategies such as a defined conversion process, system integration including bundling additional services and making ongoing ~~invest ments~~investments to enhance the functionality of our software. However, there can be no assurance that our strategies for overcoming potential customers’ reluctance to change vendors will be successful, and this resistance may adversely affect our growth.

The sales and implementation cycles for many of our software and ~~services~~service offerings can be lengthy and require significant investment from both our customers and FIS. If we fail to close sales or if a customer chooses not to complete an installation after expending significant time and resources to do so, our business, financial condition, and results of operations may be adversely affected.

The sales and associated deployment of many of our software or ~~services~~service offerings often involve significant capital commitments by our customers and/or FIS. Potential customers generally commit significant resources to an evaluation of available software and services and require us to expend substantial time, effort, and money educating them asprior to ~~the value.~~sales. Further, as part of the sale or deployment of our software and services, customers may also require FIS to perform significant related services to complete a proof of concept or custom development to meet their needs. All of the aforementioned activities may expend significant funds and management resources and, ultimately, the customer may determine not to close the sale or

complete the implementation. If we are unsuccessful in closing sales or if the customer decides not to complete an implementation after ~~expending~~we expend significant funds and management resources or we experience ~~d elays,~~delays, it could have an adverse effect on our business, financial condition, and results of operations.

Failure to obtain new clients or renew client contracts on favorable terms could result in a lower number ~~or loss~~ of clients and adversely affect results of operations and financial condition.

We may face pricing pressure in obtaining and retaining our larger clients. Larger clients may be able to seek price reductions from us when they renew a contract, when a contract is extended, or when the client's business has significant volume changes. Further, our smaller and mid-size clients may exert pricing pressure due to pricing competition or other economic needs or pressures being experienced by the customer. On some occasions, this pricing pressure results in lower revenue from a client than we had anticipated based on ~~o ur~~our previous agreement with that client. This reduction in revenue could result in an adverse effect on our business, operating results and financial condition.

Further, failure to renew client contracts on favorable terms could have an adverse effect on our business. Our contracts with customers generally run for several years and provide for early termination fees. Terms are generally renegotiated prior to the end of a contract's term. If we are not successful in achieving a high rate of contract renewals on favorable terms, our results of operations and financial condition could be adversely affected.

~~Risks Related to Our Business and Operations~~

Losses, consolidations and failures in the financial services industry may impact our ability to borrow funds or the ability of our lenders to fulfill their obligations under our interest rate swap agreements.

Many financial institutions are currently experiencing negative operating results. In some cases, these negative operating results have led to financial institution failures and/or consolidations, including, in one instance, a lender that is party to our Credit Agreement and interest rate swap agreements. As a result, lenders may become insolvent or further tighten lending standards, which could in turn make it more difficult or impossible for lenders to perform their obligations under our interest rate swap agreements or for us to borrow under our Credit Agreement, obtain financing on favorable terms, or obtain financing or interest rate swap agreements at all. Our financial condition and results of operations could be adversely affected if a financial institution fails to fulfill its obligations under our interest rate swap agreements or we are unable to draw funds under our Credit Agreement or obtain other cost-effective financing.

~~Our existing levels of leverage and debt service requirements may adversely affect our financial and operational flexibility.~~

~~As of~~ ~~December 31, 2010, we had total debt of approximately~~ ~~$5.2~~ billion. This level of debt could have adverse consequences for our business, financial condition, operating results and operational flexibility, including the following: (i) the debt level may cause us to have difficulty borrowing money in the future for working capital, capital expenditures, acquisitions or other purposes; (ii) our debt level may limit operational flexibility and our ability to p ursue business opportunities and implement certain business strategies; (iii) we use a large portion of our operating cash flow to pay principal and interest on our senior credit facilities, which reduces the amount of money available to finance operations, acquisitions and other business

activities, repay other indebtedness, purchase our outstanding stock and pay shareholder dividends; (iv) some of our debt has a variable rate of i nterest, which exposes us to the risk of increased interest rates; and (v) we have a higher level of debt than some of our competitors or potential competitors, which may cause a competitive disadvantage and may reduce flexibility in responding to changing business and economic conditions, including increased competition.

We may experience defects, development delays, installation difficulties, system failure, or other service disruptions with respect to our technology solutions, which would harm our business and reputation and expose us to potential liability.

Many of our services are based on sophisticated software and computing systems, and we may encounter delays when developing new technology solutions and services. Further, the technology solutions underlying our services have occasionally contained and may in the future contain undetected errors or defects when first introduced or when new versions are released. In addition, we may experience difficulties in installing or integrating our technologies on platforms used by our customers or our customers may cancel a project after we have expended significant effort and resources to complete an installation. Finally, our systems and operations could be exposed to damage or interruption from fire, natural disaster, power loss, telecommunications failure, unauthorized entry and computer viruses. Defects in our technology solutions, errors or delays in the processing of electronic transactions, or other difficulties could result in: (i) ~~int erruption~~interruption of business operations; (ii) delay in market acceptance; (iii) additional development and remediation costs; (iv) diversion of technical and other resources; (v) loss of customers; (vi) negative publicity; or (vii) exposure to liability claims. Any one or more of the foregoing could have an adverse effect on our business, financial condition and results of operations. Although we attempt to limit our potential liability through controls, including system redundancies, security controls, application development and testing controls and disclaimers and limitation-of-liability provisions in our license and customer agreements, we cannot be certain that these measures will always be successful in preventing disruption or limiting our liability.

The Dodd-Frank Act may result in business changes ~~fo r~~for our customers that could have an adverse effect on our financial condition, revenues, results of operations, or prospects for future growth and overall business.

Our customers, and as a result our associated software and services, are required to comply with numerous regulations. The Dodd-Frank Act and associated Durbin ~~amendment~~Amendment were passed and signed into law in 2010. The Dodd-Frank Act represents a comprehensive overhaul of the regulations governing the financial services industry within the United States, ~~establishes~~established the ~~new federal Bureau of~~ Consumer Financial Protection Bureau and will require this and other federal agencies to implement many new ~~regulations.~~regulations, which have the potential to increase the amount and types of regulation on areas of our business that were not previously regulated. The Durbin ~~amendment~~Amendment established interchange fee ceilings and allowed merchants to direct routing of transactions, both effective October 1, 2011, and established provisions that require all issuers to utilize at least two unaffiliated networks for processing, effective April 1, 2012. These changes may alter the nature or type of card programs offered by our customers, which could have an ongoing impact on our future growth or revenue for debit cards or other card programs. Further, these changes could impact the volume or dollar amount of transactions that are routed through our network, which could alter the ~~fees charged by card associations~~number of transactions that we process and ~~debit networks.~~impact our future processing fee revenue.

Several new regulations and rules will be written and implemented as directed by the aforementioned legislation ~~throughout 2011 and beyond~~ and these new rules and regulations will require our customers or potential customers to comply with new ~~requirements.~~requirements and could require FIS to directly comply with new regulations. See "Item I. Business. Government Regulation" for more information regarding certain of these new requirements. These new requirements could result in the need for FIS to make capital investments to modify our products and services to facilitate our customers and potential customers' ~~compliance.~~compliance, as well as to deploy additional processes or reporting to comply with new regulations. Further, requirements of the new regulations could result in changes in our customers' business practices and those of other marketplace participants that may alter ~~their~~the delivery of services to consumers, which could impact the demand for our software and services as well as alter the type or volume of transactions

that we process on behalf of our customers. As a result, the new legislation ~~co uld~~could have an adverse impact on our financial condition, revenues, results of operations, prospects for future growth and overall business.

Many of our customers are subject to a regulatory environment and to industry standards that may change in a manner that reduces the number of transactions in which our customers engage and, therefore, reduces our revenues.

Our customers are subject to a number of government regulations and industry standards with which our services must comply. Our customers must ensure that our services and related products work within the extensive and evolving regulatory and industry requirements applicable to them. Federal, state, ~~fore ign~~foreign or industry authorities could adopt laws, rules or regulations affecting our customers' businesses that could lead to increased operating costs and could reduce the convenience and functionality of our products and services, possibly resulting in reduced market acceptance. In addition, action by regulatory authorities relating to credit availability, data usage, privacy, or other related regulatory developments could have an adverse effect on our customers and, therefore, could have a material adverse effect on our business, financial condition, and results of operations.

Regulations enacted by the Consumer Financial Protection Bureau may require FIS to enact new business practices which may require capital investment which could impact our future operating results.

The ~~Dodd-Frank Act~~Consumer Financial Protection Bureau regulates financial and ~~associated Durbin amendment passed in 2010~~non-financial institutions and providers to those organizations. The Bureau is establishing its regulatory agenda and will likely pass additional rules for regulating non-financial institution providers to ensure adequate protection of consumer privacy and to ensure consumers are not impacted by deceptive business practices. The impact of these rules may ~~compound this risk~~require FIS or its subsidiaries to be subject to additional regulation and ~~have an adverse effect on our customers and/~~adopt additional business practices that could require additional capital expenditures or impact ~~the type and volume of transactions we process on their behalf and therefore could have an adverse effect on~~ our ~~business, financial condition and results of operations.~~operating results.

Our revenues from the sale of services to members of VISA, MasterCard, American Express, Discover and other similar organizations are dependent upon our continued certification and sponsorship, and the loss or suspension of certification or sponsorship could adversely affect our business.

~~Table of Contents~~

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 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 the rules and regulations governing VISA, MasterCard, American Express, Discover, or other similar organizations could prevent our registration or otherwise limit our ability to provide services, which ~~c ould~~could result in a reduction in revenue or increased costs of operation, which in turn could have a material adverse effect on our business.

Changes in card association and debit network fees or products could increase costs or otherwise limit our operations.

From time to time, card associations and debit networks increase the interchange fees that they charge. It is possible that competitive pressures will result in our absorption of a portion of such increases in the future, which would increase our operating costs, reduce our profit margin and adversely affect our business, financial condition, and results of operation. Furthermore, the rules and regulations of ~~th e~~the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit our use of capital for other purposes.

Interchange fees and related practices have been receiving significant legal and regulatory scrutiny worldwide. The resulting regulatory changes that could occur from proposed regulations ~~such as the Durbin amendment~~ could alter the fees charged by card associations and debit ~~networks.~~networks worldwide. The impact from the ~~proposed~~ regulations ~~will not be known until~~could change from time to time and the ~~rules are finalized, however~~ resulting changes in fees could impact the card issuance or services offered by our customers, which could have an adverse impact toon our business or financial condition due to reductions or changes in types of transactions processed on behalf of our customers. See "Item I. Business. Government ~~R egulation"~~Regulation" for more information.

If we fail to comply with applicable regulations or to meet regulatory expectations, our business, results of operations or financial condition could be adversely impacted.

The majority of our data processing services for financial institutions are not directly subject to federal or state regulations specifically applicable to financial institutions such as banks, thrifts and credit unions. However, as a provider of services to these financial institutions, our data processing operations are ~~examine d~~examined on a regular basis by various federal and state regulatory authorities. If we fail to comply with any applicable regulations or guidelines for operations of a data services

Table of Contents

provider, we could be subject to regulatory actions or regulatory rating changes, may not meet contractual obligations, or suffer harm to our client relationships or reputation. Failure to meet the aforementioned requirements or to adapt to new requirements at the Federal, state or international level could inhibit our ability to retain existing customers or obtain new customers, which could have an adverse impact on our business, results of operations and financial condition.

In addition to our data processing services described above, we also have business operations that ~~st ore,~~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 Federal Fair Credit Reporting Act, the Federal Fair Debt Collection Practices Act and applicable ~~Privacy~~privacy requirements. Further, our international businesses must comply with applicable ~~U.S.~~ laws such as the U.S. Foreign Corrupt Practices Act. Failure to maintain compliance with or adapt to changes in any of the aforementioned requirements could result in fines, penalties or regulatory actions that could have an adverse impact on our business, results of operations and financial condition.

Security breaches, or our own failure to comply with ~~privacy~~laws and regulations ~~and~~or industry security requirements imposed on providers of services to financial institutions and card processing ~~ser vices~~services could harm our business by disrupting our delivery of services and damaging our ~~reputation.~~reputation and could result in a breach of one or more client contracts.

As part of our business, we electronically receive, process, store and transmit sensitive business information of our customers. In addition, we collect personal consumer data, such as names and addresses, social security numbers, driver's license numbers, cardholder data and payment history records to support our ~~customers~~customers' transaction processing, as well as part of our check authorization and collection businesses. The uninterrupted operation of our information systems and the confidentiality of the customer/consumer information that resides on such systems are critical to our successful operation. If we fail to maintain an adequate security infrastructure, adapt to emerging security threats, or implement sufficient security standards and technology to protect against security breaches, the confidentiality of the information we secure could be compromised. Unauthorized access to our ~~compute r~~computer systems or databases could result in the theft or publication of confidential information, the deletion or modification of records or could otherwise cause interruptions in our operations. These risks are increased when we transmit information over the ~~Internet.~~Internet and due to increasing security risks posed by organized crime and politically motivated hackers.

As previously disclosed, in the first quarter of 2011 we experienced a cyber-incident during which intruders gained unauthorized access to FIS' network. During the incident, the intruders moved across a number of information technology environments, viewed and downloaded information, and ultimately executed approximately $13.0 million in unauthorized ATM transactions through our Sunrise prepaid card platform, resulting in a loss to FIS. We are aware of no evidence that any of our clients or their customers suffered any direct financial loss as a result of the 2011 cyber-incident.

During the 2011 cyber-incident, the attackers also engaged in tactics and techniques designed to obscure their movements and to prevent a full re-creation of their activities. Nonetheless, it was the opinion of the cyber-security consultant we retained in March 2011 and representatives of law enforcement that the attackers were focused on the theft of money from the Sunrise prepaid platform. If additional information regarding the incident is discovered, our current understanding of the attackers' activities during the incident could change, and the result could potentially have a material adverse effect on us. New cyber-incidents or additional cyber-incidents as a result of the previous unauthorized access incident could have a material adverse impact on us. In addition, while there is no pending litigation against us related to this cyber-incident, litigation may result.

In late February 2012, the federal agencies that regulate financial institutions and provide regulatory oversight for FIS issued a confidential exam report related to our information security, risk management and internal audit functions. We responded to this report and described the actions that we have taken and will take to improve these functions. The regulatory agencies distributed a letter to our clients in March 2012 describing the enhancements they had requested in our information security, risk management and internal audit functions. This letter acknowledged our commitment to address these requests expeditiously. In the fourth quarter of 2012, the regulatory agencies completed the fieldwork for their regularly scheduled examination of FIS. A final report is pending at the time of this filing.

After hiring our new Chief Information Security Officer, we commissioned an additional third-party factual investigation to analyze the 2011 cyber-incident comprehensively and objectively. This investigation is not yet complete; however, additional information has been provided to us by the investigators indicating that limited data, affecting a small number of our customers, may have been accessed or was accessed during the 2011 cyber-incident. We are in the process of communicating this information with the affected customers. We do not expect that this additional information and the communication thereof to our customers will have a material adverse effect on the Company, although we cannot predict this with certainty. It is possible that additional information regarding the 2011 cyber-incident could be discovered and our current understanding of the

Table of Contents

attackers' focus and activities during the incident could change, either of which could potentially have a material adverse effect on the Company.

Further, although we have implemented significant enhancements in our security systems and environments since the attack, and are continuing to make improvements, we are unable to predict with certainty what, if any, further communications our regulators will have with our regulated financial institution clients or will require us to have with our clients. We are also unable to predict the effect that any future FIS communications to our clients may have on our business. Any future actions from our regulators or clients could have a material adverse impact on our business.

Further, as a provider of services to financial institutions and card processing services, we are bound by the same limitations on disclosure of the information we receive from our customers as apply to the customers themselves. If we fail to comply with these regulations and industry security requirements, we could be exposed to suits for breach of contract, governmental

~~Table of Contents~~

proceedings or the imposition of fines, or prohibitions on card processing services. In addition, if more restrictive privacy laws, rules or industry security requirements are adopted in the future on the federal or state level or by a specific industry body, they could have an adverse impact on us through increased costs or restrictions on business processes. Any inability to prevent security or privacy breaches, or the perception that such breaches may occur, could cause our existing customers to lose confidence in our systems and terminate their agreements with us, ~~and could~~ inhibit our ability to attract new customers and/or ~~adversely impact~~result in increasing regulation or other adverse consequences from the government agencies that regulate our ~~relationship with administr ative agencies.~~business.

Misappropriation of our intellectual property and proprietary rights could impair our competitive position.

Our ability to compete depends upon proprietary systems and technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we regard as proprietary. Policing unauthorized use of our proprietary rights is difficult. We cannot make any assurances that the steps we have taken will prevent misappropriation of technology or that the agreements entered into for that purpose will be enforceable. Effective trademark, service mark, copyright, and trade secret protection may not be available in every country in which our applications and services are made available online. Misappropriation of our intellectual property or potential litigation concerning such matters could have an adverse effect on our results of operations or financial condition.

If our applications or services are found to infringe the proprietary rights of others, we may be required to change our business practices and may also become subject to significant costs and monetary penalties.

As our information technology applications and services develop, we are increasingly subject to infringement claims. Any claims, whether with or without merit, could: (i) be expensive and time-consuming to defend; (ii) result in an injunction or other equitable relief which could cause us to cease making, licensing or using applications that incorporate the challenged intellectual property; (iii) require us to redesign our applications, if feasible; (iv) divert management’s attention and resources; and (v) require us to enter into royalty or licensing agreements in order to obtain the right to use necessary ~~technologies.~~technologies or pay damages resulting from any infringing use.

We face liability to our merchant customers if checks that we have guaranteed are dishonored by the check writer’s bank.

If a check that we have guaranteed is dishonored by the check writer’s bank, we must reimburse our merchant customer for the check’s face value and pursue collection of the amount from the check writer. In some cases, we recognize a liability to our merchant customers for estimated check returns and a receivable for amounts we estimate we will recover from the check writers, based on historical experience and other relevant factors. The estimated check returns and recovery amounts are subject to the risk that actual amounts returned may exceed our estimates and actual amounts recovered by us may be less ~~tha n~~than our estimates.

Lack of system integrity, fraudulent payments, credit quality related to funds settlement or the availability of clearing services could result in a financial loss.

We settle funds on behalf of financial institutions, other businesses and consumers and receive funds from clients, card issuers, payment networks and consumers on a daily basis for a variety of transaction types. Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, ~~Automated Clearing House (“ACH”)~~ACH payments and check clearing that supports consumers, financial institutions and other businesses. These payment ~~activ ities~~activities rely upon the technology infrastructure that facilitates the verification of activity with counterparties, the facilitation of the payment as well as the detection or prevention of fraudulent payments. If the continuity of operations, integrity of processing, or ability to detect or prevent fraudulent payments were compromised, this could result in a financial loss to us. In addition, we rely on various financial institutions to provide ACH services in support of funds settlement for certain of our products. If we are unable to obtain such ACH services

Table of Contents

in the future, that could have a material adverse effect on our business, financial position and results of operations. In addition, we may issue credit to consumers, financial institutions or other businesses as part of the funds settlement. A default on this credit by a counterparty could result in a financial loss to us. Furthermore, if one of our customers for which we facilitate settlement suffers a fraudulent event due to an error of their controls, we may suffer a financial loss if the customer does not have sufficient capital to cover the loss.

Our business is subject to the risks of international operations, including movements in foreign currency exchange rates.

Our international operations represent approximately ~~17%~~20% of total ~~2010~~2012 revenues, ~~with approximately 16% or our total revenues~~which are largely conducted in currencies other than the U.S. Dollar, including the Brazilian Real, British Pound and Euro. As a result, our financial condition and operating results could be significantly affected by risks associated with international activities, including economic and labor conditions, political instability, tax laws (including U.S. taxes on foreign subsidiaries), differences in business practices and changes in the value of the U.S. Dollar versus local currencies. In addition, we are less well-known internationally than in the United States, have less experience with local business conditions and may face challenges in successfully managing small operations located far from our headquarters, because of the greater difficulty in overseeing and guiding operations from a distance.

~~Table of Contents~~

As we expand our international operations, more of our customers may pay us in foreign currencies. Conducting business in currencies other than U.S. Dollars subjects us to fluctuations in currency exchange rates. Our primary exposure to movements in foreign currency exchange rates ~~relate~~relates to foreign currencies in Brazil, Europe, Australia and parts of Asia. The U.S. Dollar value of our net investments in foreign operations, the periodic conversion of foreign-denominated earnings to the U.S. Dollar (our reporting currency), our results of operations and, in some cases, cash flows, could be adversely affected in a material manner by movements in foreign currency exchange rates. These risks could cause an adverse effect on our business, financial position and results of operations.

Failure to attract and retain skilled technical employees or senior management personnel could harm our ability to grow.

Our future success depends upon our ability to attract and retain highly-skilled technical personnel. Because the development of our products and services requires knowledge of computer hardware, operating system software, system management software and application software, our technical personnel must be proficient in a number of disciplines. Competition for such technical personnel is intense, and our failure to hire and retain talented personnel could have a material adverse effect on our business, operating results and financial condition.

Our future growth will also require sales and marketing, financial and administrative personnel to develop and support new products and services, to enhance and support current products and services and to expand operational and financial systems. There can be no assurance that we will be able to attract and retain the necessary personnel to accomplish our growth strategies and we may experience constraints that could adversely affect our ability to satisfy client demand in a timely fashion.

Our ability to maintain compliance with applicable laws, rules and regulations and to manage and monitor the risks facing our business relies upon the ability to maintain skilled compliance, security, risk and audit professionals. Competition for such skillsets is intense, and our failure to hire and retain talented personnel could have an adverse effect on our internal control environment and impact our operating results.

Our senior management team has significant experience in the financial services industry, either at FIS or with clients or competitors, and the loss of this leadership could have an adverse effect on our business, operating results and financial condition. Further, the loss of this leadership may have an adverse impact on senior management's ability to provide effective oversight and strategic direction for all key functions within the Company, which could impact our future business, operating results and financial condition.

We are the subject of various legal proceedings that could have a material adverse effect on our revenue and profitability.

We are ~~routinely~~ involved in various litigation matters, including in some cases class-action and patent infringement litigation, and also are involved in or the subject of governmental or regulatory agency inquiries or investigations from time to time. If we are unsuccessful in our defense in the litigation matters, or compliance with any ~~other legal proceeding,~~governmental or regulatory rules, we may be forced to pay damages or fines and/or change our business practices, any of which could have a material adverse effect on our business and results of operations.

Table of Contents

Unfavorable resolution of tax contingencies could adversely affect our tax ~~ex pense.~~expense.

Our tax returns and positions are subject to review and audit by ~~federal,~~Federal, state, local and international taxing authorities. An unfavorable outcome to a tax audit could result in higher tax expense, and could negatively impact our effective tax rate, financial position, results of operations and cash flows in the current and/or future periods.

~~The chairman of our board of directors~~Risks Related to Business Combinations and ~~other officers and directors have interests and positions that could present potential conflicts.~~Ventures

We have a substantial investment in our Brazilian Venture and ~~certain of~~drive significant revenue through that venture that would be lost and result in significant termination costs if our ~~subsidiaries are parties~~venture partner were to ~~a variety of related party agreements and relationships~~terminate the agreement.

Revenue attributable to our Brazilian Venture partner, Banco Bradesco, accounted for $287.6 million in 2012. The contract that we have with ~~FNF and LPS. William P. Foley, II, who is~~ our ~~Chairman, is currently~~Brazilian Venture partner allows for the ~~Chairman~~termination of the ~~board~~contract at any point during the 10-year term, which ends September 30, 2020. This risk of ~~directors~~contract termination is mitigated by guaranteed performance targets and minimum payments that would be triggered upon the event of ~~FNF. Brent B. Bickett~~an early termination. These payments have been established based on FIS' expected rate of return for the contract over a 10-year period. The required payments and ~~Michael L. Gravelle, who~~buyouts decline each year and are executive officers of FIS, are also executive officers of FNF. William P. Foley, II, Brent B. Bickett and Michael L. Gravelle also own or hold substantial amounts of FNF stock and stock options. Thomas M. Hagerty and Richard N. Massey, who are both directors of FIS, are also directors of FNF. David K. Hunt, a director of FIS, is also a director of LPS. As a resultfurther reduced by returns in excess of the ~~foregoing, there may be circumstances where certain of~~expected returns for the contract and reduce the overall barrier to exiting the venture. If our ~~executive officers~~partner were to exit the agreement, this could have a significant impact on our future revenue and ~~directors~~growth. For further detail on our Brazilian Venture see Note 6 to the Consolidated Financial Statements.

Additionally, we employ approximately 10,200 employees in Brazil who would have the ability to file labor claims if their employment is terminated. If our Brazilian Venture partner were to terminate the agreement, we may be subject to ~~conflicts~~labor claims filed by employees of ~~interest with respect~~the Brazilian Venture. These claims, if realized, could result in a significant cost and impact to ~~among other things: (i)~~ our ongoing relationships with FNF and LPS, including related party agreements and other arrangements with respect to the administrati on of tax matters, employee benefits and indemnification; (ii) the quality, pricing and other terms associated with services that we provide to FNF and LPS, or that they provide to us, under related party agreements; (iii) business opportunities arising for either us, FNF or LPS, that could be pursued by either us, or by FNF or LPS; and (iv) conflicts of time with respect to matters potentially or actually involving or affecting FIS.earnings.

We seek to manage these potential conflicts through abstention, oversight by independent members of our board of directors and provisions in our agreements with FNF and LPS. However, there can be no assurance that such measures will be

~~Table of Contents~~

effective or that we will be able to resolve all potential conflicts with FNF and LPS, or that the resolution of any such conflicts will be no less favorable to us than if we were dealing with an unaffiliated third party.

~~Our agreements with related parties may be more or less favorable than agreements negotiated at arm's-length with indepen dent parties.~~

We have entered into various agreements with certain related parties, including, without limitation, FNF and Ceridian Corporation, pursuant to which we will provide services to each such related party as a client. We believe the amounts earned from or charged by us under each such arrangement is fair and reasonable, and that our service arrangements are priced within the range of prices we offer to third parties; however, the amounts we earned or that were charged under these arrangements were not negotiated at arm's-length, and may not represent the terms that we might have obtained from an unrelated third party for similar services. Any inferior terms that such agreements may contain as compared to agreements negotiated with unrelated third parties may have an adverse impact on our results of operations.

~~Risks Related to Business Combinations~~

~~If we are unable to successfully consummate and integrate acquisitions, our results of operations may be adversely affected.~~

We have made numerous acquisitions in recent years as a part of our growth strategy. We anticipate that w e will continue to seek to acquire complementary businesses and services. This strategy will depend on the ability to find suitable acquisitions and finance them on acceptable terms. We may require additional debt or equity financing for future acquisitions, and doing so may be made more difficult by our existing debt. If we are unable to acquire suitable acquisition candidates, we may experience slower growth. Further, after successfully completing acquisitions, we face challenges in integrating acquired businesses. These challenges include eliminating redundant operations, facilities and systems, coordinating management and personnel, retaining key employees, managing different corporate cultures, and achieving cost reductions and cross-selling opportunities. There can be no assurance that we will be able to fully integrate all aspects of acquired businesses successfully or fully realize the potential benefits of bringing them together, and the process of integrating these acquisitions may disrupt our busi ness and divert our resources.

We have substantial investments in recorded goodwill and other intangible assets as a result of prior acquisitions, and a severe or extended economic downturn could cause these investments to become impaired, requiring write-downs that would reduce our operating income.

As of December 31, ~~2010~~2012, goodwill aggregated to $~~8,550.0~~8,381.5 million ~~million,~~, or ~~60.4%~~61.9% of total assets, and other indefinite lived intangible assets aggregated to ~~$90.5~~$81.3 million, or 0.6% of total assets. Current accounting rules require goodwill and other indefinite lived intangible assets to be assessed for impairment at least annually or whenever changes in circumstances indicate potential impairment. Factors that may be considered a change in circumstance include significant underperformance relative to historical or projected future operating results, a significant decline in our stock price and market capitalization, and negative industry or economic trends. The results of our ~~fiscal year~~ ~~2010~~2012 annual assessment of the recoverability of goodwill indicated that the fair values of the Company’s reporting units were in excess of the carrying values of those reporting units, and thus no goodwill impairment existed as of December 31, ~~2010~~2012. ~~Additionally,~~Likewise, the fair value of indefinite lived intangible assets was also in excess of the carrying value of those ~~assets.~~assets as of December 31, 2012. However, if worldwide or United States economic conditions decline significantly with negative impacts to bank spending and consumer behavior, or if other business or market changes impact our outlook, the carrying amount of our goodwill and other indefinite lived intangible assets may no longer be recoverable and we may be required to record an impairment charge, which would have a negative impact on our results of operations and financial condition.

As of December 31, 2012, intangible assets with definite useful lives aggregated to $1,494.9 million, or 11.0% of total assets. Current accounting rules require intangible assets with definite useful lives to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors that may be considered a change in circumstance include significant underperformance relative to historical or projected future operating results, a significant decline in our stock price and market capitalization, and negative industry or economic trends.

We will continue to monitor the fair value of our ~~other indefinite lived~~ intangible assets as well as our market capitalization and the impact of any economic downturn on our business to determine if there is an impairment in future periods.

Risks Related to our Indebtedness

Some financial institutions continue to be challenged by negative operating results. In certain cases, these negative operating results have led to financial institution failures and/or consolidations. As a result, lenders may become insolvent or

Table of Contents

further tighten lending standards, which could in turn make it more difficult or impossible for lenders to perform their obligations under our interest rate swap agreements or for us to borrow under our revolving loan, obtain financing on favorable terms, or obtain financing or interest rate swap agreements at all. Our financial condition and results of operations could be adversely affected if a financial institution fails to fulfill its obligations under our interest rate swap agreements or we are unable to draw funds under our revolving loan or obtain other cost-effective financing.

Our existing levels of debt and debt service requirements may adversely affect our financial condition or operational flexibility and prevent us from fulfilling our obligations under our outstanding indebtedness.

As of December 31, 2012, we had total debt of approximately $4,385.5 million. This level of debt could have adverse consequences for our business, financial condition, operating results and operational flexibility, including the following: (i) the debt level may cause us to have difficulty borrowing money in the future for working capital, capital expenditures, acquisitions or other purposes; (ii) our debt level may limit operational flexibility and our ability to pursue business opportunities and implement certain business strategies; (iii) some of our debt has a variable rate of interest, which exposes us to the risk of increased interest rates; (iv) we have a higher level of debt than some of our competitors or potential competitors, which may cause a competitive disadvantage and may reduce flexibility in responding to changing business and economic conditions, including increased competition and vulnerability to general adverse economic and industry conditions; (v) there are significant maturities on our debt that we may not be able to fulfill or that may be refinanced at higher rates; and (vi) if we fail to satisfy our obligations under our outstanding debt or fail to comply with the financial or other restrictive covenants contained in the indenture governing our senior notes, or our credit facility, an event of default could result that could cause all of our debt to become due and payable.

The covenants relating to our notes and the FIS Credit Agreement are limited and do not prohibit us from incurring additional debt or taking other actions that could exacerbate the risks described in the preceding risk factor or otherwise negatively impact holders of our notes.

We may be able to incur substantially more debt in the future. Although the indenture governing our Notes and the agreements governing the FIS Credit Agreement (as both are defined in Note 13 to the Consolidated Financial Statements) and other indebtedness each contain restrictions on our incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and under certain circumstances, indebtedness incurred in compliance with these restrictions could be substantial. As of December 31, 2012, we had approximately $1,022.9 million of borrowing capacity available under our existing FIS Credit Agreement. To the extent new debt is added to our current levels, the risks described above could substantially increase.

Statement Regarding Forward-Looking Information

The statements contained in this Form 10-K or in our other documents or in oral presentations or other statements made by our management that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These statements relate to, among other things, future events and our future ~~financial~~results and ~~operating results.~~involve a number of risks and uncertainties. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Any statements that refer to beliefs, expectations, projections or other characterizations of future events or circumstances and other statements that are not historical facts are forward-looking statements. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms and other comparable terminology. Actual results, performance or achievement could differ materially from those ~~anticipated~~contained in these ~~sta tements~~forward-looking statements. The risks and uncertainties that forward-looking statements are subject to include without limitation:

changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in either or both the United States and international lending, capital and financial markets;

the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including privacy regulations;

the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;

1718

Table of Contents

changes in the growth rates of the markets for core processing, card issuer, and transaction processing services;

failures to adapt our services and products to changes in technology or in the marketplace; internal or external security breaches of our systems, including those relating to the theft of personal information and computer viruses affecting our software or platforms, and the reactions of customers, card associations and others to any such events;

the reaction of our current and potential customers to the regulatory letter we received about information security, risk management and internal audit following the security breach we experienced in early 2011 and to any other communications about such topics from our regulators or from us;

competitive pressures on product pricing and services including the ability to attract new, or retain existing, customers;

an operational or natural disaster at one of our major operations centers; and

other risks detailed elsewhere in this Risk Factors section and in our other filings with the Securities and Exchange Commission.

Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except as ~~a result of a number of factors, including, but~~required by applicable law or regulation, we do not ~~limited to:~~


•	~~general political, economic, and business conditions, including the possibility of intensified international hostilities, acts of terrorism, and general volatility in the capital markets;~~


•	~~failures to adapt our services to changes in technology or in the marketplace;~~


•	~~consolidation or failures in the banking industry;~~


•	~~consolidation or failures in the retail industry;~~


•	~~security breaches of our systems and computer viruses affecting our software;~~


•	~~the impact of competitive services and pricing;~~


•	the failure to achieve some of the benefits that we expect from the acquisition of Metavante, including the possibility that our acquisition of Metavante may not be accretive to our earnings due to undisclosed liabilities, management or integration issues, loss of customers, the inability to achieve targeted cost savings, or other factors;


~~• & nbsp;~~	the ability to identify suitable acquisition candidates and the ability to finance such acquisitions, which depends upon the availability of adequate cash reserves from operations or of acceptable financing terms and the variability of our stock price;


•	~~our ability to integrate any acquired business’ operations, services, clients, and personnel;~~


•	~~the effect of our substantial leverage, which may limit the funds available to make acquisitions and invest in our business;~~


•	~~changes in, or the failure to comply with, government regulations, including pri vacy regulations; and~~


•	~~other risks detailed elsewhere in this Risk Factors section and in our other filings with the Securities and Exchange Commission.~~

~~We are not under~~undertake (and expressly disclaim) any obligation ~~(and expressly disclaim any such obligation)~~and do not intend to publicly update or ~~alter our~~review any of these forward-looking statements, ~~whe ther~~whether as a result of new information, future events or otherwise. You should carefully consider the possibility that actual results may differ materially from our forward-looking statements.


Item 1B.	Unresolved Staff Comments.

~~Item 1B.~~ ~~Unresolved Staff Comments.~~

None.


Item 2.	Properties.

~~Item 2.~~ ~~Properties.~~

FIS’ corporate headquarters is located at 601 Riverside Avenue, Jacksonville, ~~Florida in a facility leased from LPS.~~Florida. In addition, FIS owns or leases support centers, data processing facilities and other facilities at ~~over 210~~approximately 140 locations. We believe our facilities and equipment are generally well maintained and are in good operating condition. We believe that the computer equipment that we own and our various ~~f acilities~~facilities are adequate for our present and foreseeable business needs. ~~We maintain our own, and contract with multiple service providers to provide, processing back-up in the event of a disaster.~~

~~Item 3.~~ ~~Legal Proceedings.~~


Item 3.	Legal Proceedings.

In the ordinary course of business, the Company is involved in various pending ~~a nd~~and threatened litigation matters related to operations, some of which include claims for punitive or exemplary damages. The Company believes that no actions, other than the ~~matters~~matter listed below, depart from customary litigation incidental to its business.

~~Driver's Privacy Protection Act~~As background to the disclosure below, please note the following:

This matter raises difficult and complicated factual and legal issues and is subject to many uncertainties and complexities.

The Company reviews all of its litigation matters on an on-going basis and follows the authoritative provisions for accounting for contingencies when making accrual and disclosure decisions. A ~~putative class~~liability must be accrued if (a) it is probable that a liability has been incurred and (b) the amount of loss can be reasonably estimated. If one of these criteria has not been met, disclosure is required when there is at least a reasonable possibility that a loss may have been incurred. When assessing reasonably possible and probable outcomes, the Company bases decisions on the assessment of the ultimate outcome following all appeals. Legal fees associated with defending litigation matters are expensed as incurred.

CheckFree Corporation and CashEdge, Inc. v. Metavante Corporation and Fidelity National Information Services, Inc.

This is a patent infringement action ~~lawsuit styled~~ ~~Richard Fresco, et al. v. Automotive Directions, Inc. et al.~~,that was filed by CheckFree Corporation and CashEdge, Inc., wholly-owned subsidiaries of Fiserv, Inc., against ~~eFunds~~Fidelity National Information Services, Inc. and our subsidiary, Metavante Corporation ~~(“eFunds”~~(collectively the “Defendants”)~~, a wholly-owned subsidiary of FIS, and seven other non-related parties~~ in the U.S. District Court ~~f or~~for the ~~Southern~~Middle District of Florida, ~~during the second quarter of 2003.~~Jacksonville Division on January 5, 2012. The complaint seeks damages, injunctive relief and attorneys' fees for the alleged infringement of three patents. Plaintiffs allege that ~~eFunds purchased motor vehicle records~~the Defendants infringe the patents at issue by providing customers financial and payment solutions that were used for marketing and other purposes that are not permitted under the Federal Driver's Privacy Protection Act (“DPPA”). The plaintiffs sought statutory damages, plus costs, attorney's fees and injunctive relief. eFunds and five of the other seven defendants settled the case with the plaintiffs (the “Florida Settlement”). That settlement was approved by the courtprocess payment instructions, provide electronic biller notifications, and/or process account-to-account funds transfer

1819

Table of Contents

~~over~~transactions and have requested financial damages and injunctive relief. Defendants filed their Answer and Counterclaims to Plaintiffs' complaint for patent infringement denying the ~~objection~~claims of patent infringement and asserting defenses, including non-infringement and invalidity. Additionally, Defendants filed counterclaims asserting patent infringement of three patents and adding Fiserv, Inc. as a ~~group~~Counter Defendant. Defendants seek damages, injunctive relief and attorneys' fees. Plaintiffs and Counter Defendant Fiserv, Inc., filed their Answer to Defendants' counterclaims denying the claims of ~~Texas drivers~~patent infringement and ~~motor vehicle record holders. The Florida case was dismissed without prejudice during~~asserting defenses, including non-infringement and invalidity. In the ~~fourth~~second quarter of ~~2009.~~

~~Two class action complaints styled~~ ~~Sharon Taylor, et al. v. Biometric Access Company et al.~~ ~~and~~ ~~Sharon Taylor, et al. v. Acxiom et al.~~ ~~were~~2012, the Defendants filed ina Motion for Judgment on the ~~U.S. District~~Pleadings and a Motion to Stay Discovery. The Court subsequently denied the Motion to Stay Discovery but has not yet ruled on the Motion for Judgment on the ~~Eastern District of Texas during the first quarter of 2007 alleging similar violations of the DPPA. The~~ ~~Acxiom~~ ~~action was filed against the Company's subsidiary, Chex Systems, Inc., while the~~ ~~Biometric~~ ~~suit was filed against the Company's subsidiary, Certegy Check Services, Inc.~~

Pleadings. In ~~the~~ ~~Biometric~~ ~~case, the district court granted Certegy's motion to dismiss with prejudice in~~ the third quarter of ~~2008. On July 14, 2010,~~2012, the ~~Fifth Circuit~~ Court ~~of Appeals affirmed the district court's order of dismissal with prejudice. On January 10, 2011, the U.S. Supreme Court denied certiorari.~~

~~In the~~ ~~Acxiom~~ ~~case, Chex Systems filed~~entered a ~~motion to dismiss or in the alternative, stay the action against it based upon the earlier settlement,~~Case Management and the Texas district court granted the motion to stay pending resolution of the Florida case. The Texas court then dismissed the Chex Systems lawsuit with prejudice against the remaining defendants in the third quarter of 2008. The ~~Acxiom~~ ~~plaintiffs moved the court to amend the dismissal to exclude defendants that were parties to the Florida Settlement, and that m otion was granted.~~Scheduling Order. In the fourth quarter of ~~2008,~~2012, the ~~Texas district court in~~Court granted Plaintiffs' Motion to Amend its First Amended Complaint to add a fourth patent and Defendants' Motion to Amend its First Amended Answer and Counterclaims. The Motion for Judgment on the ~~Acxiom~~ ~~case dismissed with prejudice all claims~~Pleadings was denied as moot following entry of the plaintiffs, who were not also plaintiffs in the Florida case, against Chex Systems and the other defendants. The plaintiffs appealed the dismissal order, but excluded Chex Systems and the other settling defendants from the appeal. In 2010, after final resolution of the Florida case, the parties in the ~~Acxiom~~ ~~case stipulated to a dismissal of Chex Systems and the other defendants from this action, and the court issued its final order of dismissal without prejudice. The time for appeals in the~~ ~~Acxiom~~ ~~case has now expired.~~

~~Searcy, Gladys v. eFunds Corporation~~

This is a nationwide putative class action that was originally filed against eFunds and its affiliate Deposit Payment Protection Services, Inc. in the U.S. District Court for the Northern District of Illinois during the first quarter of 2008. Theamended complaint seeks damages for an alleged willful violation of the Fair Credit Reporting Act (“FCRA”) in connection with the operation of the Shared Check Authorization Network. Plaintiff's principal allegation is that consumers did not receive approp riate disclosures pursuant to §1681g of the FCRA because the disclosures did not include: (i) all information in the consumer's file at the time of the request; (ii) the source of the information in the consumer's file; and/or (iii) the names of any persons who requested information related to the consumer's check writing history during the prior year. Plaintiff filed a motion for class certification which was grantedadding claims with respect to ~~two subclasses during the first quarter of 2010. The motion was denied with respect to all other subclasses. The Company~~a fourth patent. On December 3, 2012, Defendants filed a ~~motion~~Motion for ~~reconsideration.~~Summary Judgment seeking an order invalidating all of the Plaintiffs' asserted patents. On January 15, 2013, Plaintiffs filed a Motion for Summary Judgment seeking to invalidate select patent claims from one of Defendants' asserted patents. The ~~motion was granted and~~Court has not yet ruled on either of the ~~two subclasses were decertified. The plaintiff also filed motions to amend her complaint to add two additional plaintiffs~~summary judgment motions. Trial is scheduled for January 2014. Discovery is ongoing. Due to the ~~lawsuit. The court granted the motions. During the second quarter~~early stage of ~~2010, the Company filed~~this matter, an estimate of a ~~motion~~possible loss or range of loss, if any, for summary judgment as to the original plaintiff and a motion for sanctions against the plaintiff and her counsel based on plaintiff's alleged fa lse statements that were filed in support of the motion for class certification. In the third quarter of 2010, the court denied the motion for summary judgment and granted in part and denied in part the motion for sanctions. The Company filed a motion requesting the court to allow it to file an interlocutory appeal on the order denying the motion for summary judgment. The court granted the motion, however, in the first quarter of 2011, the Seventh Circuit Court of Appeals denied the Company's petition for interlocutory appeal. Discovery regarding the new plaintiffs is ongoing.this action cannot be made at this time.

~~Other Litigation Matters~~

In September 2010, we received a $12.1 million court ruling related to an action between Metavante and a former customer. Of this total, approximately $10.1 million was for reimbursement of previously incurred legal fees and is recorded as a reduction of selling, general and administrative expenses. On November 29, 2010, the former customer filed a petition for certiorari in the United States Supreme Court. On January 24, 2011, the Supreme Court ordered us to respond on or prior to February 23, 2011, with which we complied.

Indemnifications and Warranties

The Company ~~often~~generally indemnifies its customers, subject to certain exceptions, against damages and costs resulting ~~fr om~~from claims of patent, copyright, or trademark infringement associated with its customers' use of ~~its software through software licensing agreements.~~the Company's products or services. Historically, the Company has not made any significant payments under such indemnifications, but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses when they are estimable. In addition, the Company warrants to customers that its software operates substantially in accordance with the software specifications. Historically, no significant costs have been incurred related to software warranties and no accruals for warranty costs have been made.


Item 4.	Mine Safety Disclosures.

19Not applicable.

~~Table of Contents~~

PART II


Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Item 5.~~ ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~

Our common stock trades on the New York Stock Exchange under the ticker symbol “FIS.” The table set forth below provides the high and low closing sales prices of the common stock and the cash dividends declared per share of common stock for each quarter of ~~2010~~2012 and ~~2009~~2011.

On October 1, 2009, FIS completed the acquisition of Metavante. As a result of the merger, each outstanding share of Metavante common stock was converted into 1.35 shares (the “Exchange Ratio”), or approximately 163.6 million shares of FIS common stock. In addition, outstanding Metavante stock options and other stock-based awards (other than performance shares) converted into stock options and other stock-based awards with respect to shares of FIS common stock, with adjustments in the number of shares and exercise price (in the case of stock options) to reflect the Exchange Ratio. Each outstanding Metavante performance share was assumed by FIS and converted into the right to receive restricted shares of FIS common stock (with adjustments to reflect the Exchange Ratio) and an amount in cash.

High Low Dividend
2010
First Quarter $ 24.84 $ 22.28 $ 0.05
Second Quarter $ 29.90 $ 23.69 $ 0.05
Third Quarter (a) $ 28.79

$ 25.66 $ 0.05
Fourth Quarter (a) $ 28.82 $ 26.57 $ 0.05
2009
First Quarter $ 18.55 $ 15.52 $ 0.05
Second Quarter $ 20.49

$~~16.88~~$~~0.05Third Quarter~~$~~25.70~~$~~19.43~~$~~0.05Fourth Quarter~~$~~24.85~~$~~21.76~~$~~0.05~~

~~_________________________~~



	High		Low		Dividend
2012
First Quarter	$	33.35	$	26.43	$	0.20
Second Quarter	$	34.08	$	31.24	$	0.20
Third Quarter	$	34.80	$	30.71	$	0.20
Fourth Quarter	$	36.97	$	30.89	$	0.20
2011
First Quarter	$	32.79	$	27.95	$	0.05
Second Quarter	$	33.54	$	30.07	$	0.05
Third Quarter	$	31.32	$	24.10	$	0.05
Fourth Quarter	$	27.31	$	22.58	$	0.05

~~(a)The sales prices of our common stock for the third and fourth quarter of~~ ~~2010~~ ~~reflect our leveraged recapitalization resulting in the purchase of 86.2 million shares, including 6.4 million shares underlying previously unexercised stock options.~~ As of January 31, ~~2011,~~2013, there were approximately ~~19 ,356~~14,000 shareholders of record of our common stock.

We ~~currently pay a $0.05 dividend on a quarterly basis, and~~ expect to continue to ~~do so~~pay quarterly dividends, which were increased from $0.05 to $0.20 per share per quarter in 2012. On February 12, 2013, the ~~future. The~~Board of Directors approved an additional increase to $0.22 per share per quarter beginning in the

Table of Contents

first quarter of 2013. However, the declaration and payment of future dividends is at the discretion of our Board of Directors and depends on, among other things, our investment policy and opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions. Additionally, the payment of cash dividends may be limited by covenants in our debt agreements. A regular quarterly dividend of ~~$0.05~~$0.22 per common share is payable March ~~31, 2011~~29, 2013 to shareholders of record as of the close of business on March~~&nbs p;17, 2011.~~ 15, 2013.

Item 12 of Part III contains information concerning securities authorized for issuance under our equity compensation plans.

On February 7, 2012, our Board of Directors approved a plan authorizing repurchases of our common stock in the open market at prevailing market prices or in privately negotiated transactions of up to $1,000.0 million through December 31, 2015. This share repurchase authorization replaced any existing share repurchase authorization. We repurchased 10.3 million shares of our common stock for $350.3 million at an average price of $33.84 during the year ended December 31, 2012, under this plan, including the repurchase of 5.7 million shares from WPM, L.P. for $200.0 million, or $35.03 per share, in December 2012. Approximately $649.7 million of plan capacity remained available for repurchases as of December 31, 2012.

On October 18, 2011, our Board of Directors approved a plan authorizing repurchases of up to $500.0 million of our outstanding common stock through December 31, 2013. We repurchased 1.4 million shares of our common stock for $38.0 million at an average price of $26.51 during the year ended December 31, 2011 under this plan. In January 2012, we repurchased an additional 3.7 million shares of our common stock for $101.1 million at an average price of $27.32. This plan was replaced by the February 7, 2012 authorization plan approved by our Board of Directors.

On February 4, 2010, our Board of Directors approved a plan authorizing repurchases of up to 15.0 million shares of our common stock in the open market at prevailing market prices or in privately negotiated transactions through January 31, 2013. We repurchased 1.4 million shares of our common stock for $32.2 million at an average price of $22.97 in 2010 under this plan. We repurchased an additional 13.6 million shares of our common stock for $361.2 million at an average price of $26.56 during the year ended December 31, 2011 under this plan. No additional shares of our common stock remain available to repurchase under this plan as of December 31, 2012.

On May 25, 2010, our Board of Directors authorized a leveraged recapitalization plan to repurchase up to ~~$2.5~~$2.5 billion of our common stock at a price range of ~~$29.00~~$29.00 - ~~$31.00~~$31.00 per share of common stock through a modified "Dutch auction" tender offer (the "Tender Offer"). The Tender Offer commenced on July 6, 2010 and expired on August 3, 2010. The Tender Offer was oversubscibed at ~~$29.00, r esulting~~$29.00, resulting in the purchase of 86.2 million shares, including 6.4 million shares underlying previously unexercised stock options. The repurchased shares were added to treasury stock.

On February 4, 2010 our Board of Directors approved a plan authorizing repurchases of up to 15.0 million shares of our common stock in the open market, at prevailing market prices or in privately negotiated transactions, through January 31, 2013. We repurchased 1.4 million shares of our common stock for $32.2 million, at an average price of $22.97 through March 31, 2010. No additional shares were repurchased under this plan during 2010. Approximately 13.6 million shares of our common stock remain available to repurchase under this plan as of ~~December 31, 2010~~.

~~Table of Contents~~

Stock Performance Graph

The performance graph below shows the cumulative total shareholder return on our common stock for the period starting on December 31, ~~2005,~~2007, and ending on December 31, ~~2010.~~2012. This is compared with the cumulative total returns over the same period of (1) the S&P 500 Index and (2) the S&P Supercap Data Processing & Outsourced Services Index (peer group). The graph assumes that on December 31, ~~2005,~~2007, $100 was invested in our common stock and $100 was invested in the other two indices, with dividends reinvested on the date of payment without payment of any commissions. The performance shown in the graph represents past performance and should not be considered an indication of future performance.

Table of Contents



	12/07	12/08	12/09	12/10	12/11	12/12

Fidelity National Information Services, Inc.	100.00	70.08	101.93	120.01	117.34	157.38
S&P 500	100.00	63.00	79.67	91.67	93.61	108.59
S&P Supercap Data Processing & Outsourced Services	100.00	68.26	99.41	97.33	118.68	151.90


Item 6.	Selected Financial Data.

~~Item 6.~~ ~~Selected Financial Data.~~

The selected financial data set forth below constitutes historical financial data of FIS and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and ~~Supple mentary~~Supplementary Data, included elsewhere in this report.

On October 1, 2009, we completed the acquisition of ~~Metavante.~~Metavante Technologies, Inc. ("Metavante"). The results of operations and financial position of Metavante are included in the Consolidated Financial Statements since the date of acquisition.

On July 2, 2008, we completed the ~~LPS spin-off.~~spin-off of Lender Processing Services, Inc., which was a former wholly-owned subsidiary ("LPS") . For accounting purposes, the results of LPS are presented as discontinued operations. Accordingly, all prior periods have been restated to present the results of FIS on a stand alone basis and include the results of LPS up to July 2, 2008, as discontinued operations.

~~Table of Contents~~

On September 12, 2007, we completed the acquisition of eFunds (the “eFunds Acquisition”). The results of operations and financial position of eFunds are included in the Consolidated Financial Statements since the date of acquisition.

On February 1, 2006, we completed the Certegy Merger. For accounting and financial reporting purposes, the merger was treated as a reverse acquisition of Certegy by FIS under the purchase method of accounting pursuant to generally accepted accounting principles. Accordingly, our historical financial information for periods prior to the Certegy Merger is the historical financial information of FIS.

Year Ended December 31,
2010(1)(2)(3) 2009(1)(2)(3) 2008(2)(3) 2007( 2)(3) 2006(3)
(In millions, except per share data)
Statement of Earnings Data:
Processing and services revenues
$ 5,269.5 $ 3,711.1 $ 3,359.5 $ 2,820.5 $ 2,363.9
Cost of revenues 3,637.7 2,741.5 2,616.1 2,237.5 1,906.6
Gross profit 1,631.8 969.6 743.4 583.0 457.3
Selling, general and administrative expenses 675.8 547.1 381.0 294.5 270.3
Impairment charges 154.9 136.9 & nbsp; 26.0 13.5

—~~Operating income801.1285.6336.4275.0187.0Other income (expense)(184.8~~)~~(121.9~~)~~(155.6~~)

~~102.4(188.4~~)~~Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated entities616.3~~

~~163.7180.8377.4(1.4~~)~~Provision for income taxes215.354.757.6133.0(5.8~~)~~Equity in earnings (loss) of unconsolidated entities~~——~~(0.2~~)~~2.85.8Earnings (loss) from continuing operations, net of tax401.0109.0123.0~~

~~247.210.2Earnings (loss) from discontinued operations, net of tax (4)(43.1~~)~~(0.5~~)~~96.5313.9247.9Net earnings357.9108.5219.5561.1258.1Net (earnings) loss attributable to noncontrolling interest46.6(2.6~~)~~(4.7~~)~~0.11.0Net earnings attributable to FIS~~$~~404.5~~

~~105.9~~$~~214.8~~$~~561.2~~$~~259.1Net earnings per share — basic from continuing operations attributable to FIS common stockholders~~$~~1.30~~$~~0.45~~$

~~0.62~~

$~~1.28~~$~~0.06Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders (4)(0.12~~)~~(0.00~~)~~0.501.631.33Net earnings per share — basic attributable to FIS common stockholders~~$~~1.17~~

$~~0.45~~$~~1.12~~$~~2.91~~$~~1.39Weighted average shares — basic345.1236.4191.6193.1185.9Net earnings per share — diluted from continuing operations~~$~~1.27~~$~~0.44~~$~~0.61~~$~~1.25~~$~~0.06Net earnings (loss) per share — diluted from discontinued operations (4)(0.12~~)~~(0.00~~)~~0.501.601.31Net earnings per share — diluted~~$~~1.15~~$~~0.44~~$~~1.11~~$~~2.86~~$~~1.37Weighted average shares — diluted352.0239.4193.5196.5189.2Amounts attributable to FIS common stockholders:Earnings from continuing operations, net of tax~~$~~447.6~~$~~106.4~~$~~118.9~~$~~246.3~~

$~~11.2Earnings (loss) from discontinued operations, net of tax (4)(43.1~~)~~(0.5~~

)

~~95.9314.9247.9Net earnings~~$~~404.5~~$~~105.9~~$~~214.8~~$~~561.2~~$~~259.1~~

~~_________________________~~


~~(1)~~	~~Metavante results of operations are included in earnings from October 1, 2009, the Metavante merger date.~~


~~(2)~~	~~eFunds’ results of operations are included in earnings from September 12, 2007, the eFunds acquisition date.~~


~~(3)~~	~~Certegy’s results of operations are included in earnings from February 1, 2006, the Certegy Merger date.~~


~~(4)~~	~~Discontinued operations include the results of operations of Fidelity National Participacoes Ltda. ("Participacoes"),~~

Table of Contents

~~ClearPar, LPS, Certegy Australia, Ltd., Certegy Gaming Services, Inc., FIS Credit Services, Inc., Homebuilders Financial Network and Property Insight through the day of their respective dispositions.~~

As of December 31,
2010 (1) 2009 (1) 2008 (1)
2007
2006
(In millions, except per share data)
Balance Sheet Data:

Cash and cash equivalents $ 338.0 $ 430.9 $ 220.9 $ 355.3 $ 211.8
Goodwill 8,550.0 8,232.9 4,194.0 5,326.8

3,737.5
Other intangible assets, net 2,202.9 2,396.8 924.3 1,030.6 1,010.0
Total assets 14,161.8 13,997.6 7,500.4 9,794.6 7,630.6
Total long-term debt 5,192.1 3,253.3 2,514.5 4,275.4 3,009.5
Total FIS stockholders’ equity 6,403.2 8,308.9 3,532.8 3,781.2 3,142.7
Noncontrolling interest 158.4 209.7 164.2 14.2 13.0
Total equity 6,561.6 8 ,518.6 3,697.0 3,795.4 3,155.7
Cash dividends declared per share $ 0.20 $ 0.20 $ 0.20 $ 0.20

$ 0.20



	Year Ended December 31,
	2012			2011			2010			2009			2008
				(In millions, except per share data)
Statement of Earnings Data:
Processing and services revenues	$	5,807.6		$	5,625.6		$	5,145.6		$	3,680.1		$	3,359.5
Cost of revenues	3,946.9			3,919.1			3,553.7			2,720.5			2,616.1
Gross profit	1,860.7			1,706.5			1,591.9			959.6			743.4
Selling, general and administrative expenses	781.5			647.9			654.0			541.6			381.0
Impairment charges	—			9.1			154.9			136.9			26.0
Operating income	1,079.2			1,049.5			783.0			281.1			336.4
Total other income (expense)	(248.0		)	(322.5		)	(184.9		)	(121.9		)	(155.6		)
Earnings from continuing operations before income taxes and equity in loss of unconsolidated entities	831.2			727.0			598.1			159.2			180.8
Provision for income taxes	270.9			232.4			208.4			53.0			57.6
Equity in loss of unconsolidated entities	—			—			—			—			(0.2		)
Earnings from continuing operations, net of tax	560.3			494.6			389.7			106.2			123.0
Earnings (loss) from discontinued operations, net of tax	(79.2		)	(13.5		)	(31.8		)	2.3			96.5
Net earnings	481.1			481.1			357.9			108.5			219.5
Net (earnings) loss attributable to noncontrolling interest	(19.9		)	(11.5		)	46.6			(2.6		)	(4.7		)
Net earnings attributable to FIS	$	461.2		$	469.6		$	404.5		$	105.9		$	214.8
Net earnings per share — basic from continuing operations attributable to FIS common stockholders	$	1.85		$	1.61		$	1.26		$	0.44		$	0.62
Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders	(0.27		)	(0.04		)	(0.09		)	0.01			0.50
Net earnings per share — basic attributable to FIS common stockholders	$	1.58		$	1.56		$	1.17		$	0.45		$	1.12
Weighted average shares — basic	291.8			300.6			345.1			236.4			191.6
Net earnings per share — diluted from continuing operations attributable to FIS common stockholders	$	1.82		$	1.57		$	1.24		$	0.43		$	0.61
Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders	(0.27		)	(0.04		)	(0.09		)	0.01			0.50
Net earnings per share — diluted attributable to FIS common stockholders	$	1.55		$	1.53		$	1.15		$	0.44		$	1.11
Weighted average shares — diluted	297.5			307.0			352.0			239.4			193.5
Amounts attributable to FIS common stockholders:
Earnings from continuing operations, net of tax	$	540.4		$	483.1		$	436.3		$	103.6		$	118.9
Earnings (loss) from discontinued operations, net of tax	(79.2		)	(13.5		)	(31.8		)	2.3			95.9
Net earnings attributable to FIS common stockholders	$	461.2		$	469.6		$	404.5		$	105.9		$	214.8

~~_________________________~~


~~(1)~~	~~Our LPS business was spun-off as of July 2, 2008.~~

~~Selected Quarterly Financial Data~~

~~Selected unaudited quarterly financial data is as follows:~~

Quarter Ended (1)
March 31, June 30, September 30, December 31,
(In millions, except per share data)
December 31, 2010 &n bsp;
Processing and services revenues $ 1,235.0 $ 1,271.0 $ 1,367.2 $ 1,396.3
Gross profit 344.6 377.8 469.9 439.5
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated entities 153.9 152.2 133.1 177.1
Net earnings (loss) attributable to FIS common stockholders 93.6 &nbs p; 89.9 110. 4 110.6
Net earnings per share — basic attributable to FIS common stockh olders $ 0.25 $ 0.24 $ 0.33 $ 0.37
Net earnings per share — diluted attribut able to FIS common stockholders $ 0.25 $ 0.23 $ 0.33 $ 0.36
December 3 1, 2009
Processing and services revenues $ 783.1

$ 816.3 $ 828.7 $ 1,283.0
Gross profit 176.2 206.4 223.3 363.7
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated entities 51.4 89.0 103.6 (80.3 )
Net earnings (loss) attributable to FIS common stockholders 33.0 59.2 67.6 (53.9 )
Net earnings (loss) per share — basic attributable to FIS common stockholders $ 0.17 $ 0.31 $ 0.35 $ (0.14 )
Net earnings (loss) per share — diluted attributable to FIS common stockholders $ 0.17 $ 0.31 $ 0.35 $ (0.14 )

~~_________________________~~


~~(1)~~	The fourth quarter of 2009 includes a full quarter of results of operations relating to the Metavante acquisition, as well as the impairment charges and restructuring, integration and merger related charges addressed in Item 7.

Table of Contents



	As of December 31,
	2012		2011		2010		2009		2008
	(In millions, except per share data)
Balance Sheet Data:
Cash and cash equivalents	$	517.6	$	415.5	$	338.0	$	430.9	$	220.9
Goodwill	8,381.5		8,542.8		8,550.0		8,232.9		4,194.0
Other intangible assets, net	1,576.2		1,903.3		2,202.9		2,396.8		924.3
Total assets	13,549.7		13,873.2		14,176.3		13,997.6		7,500.4
Total long-term debt	4,385.5		4,809.8		5,192.1		3,253.3		2,514.5
Total FIS stockholders’ equity	6,640.9		6,503.0		6,403.2		8,308.9		3,532.8
Noncontrolling interest	152.7		148.2		158.4		209.7		164.2
Total equity	6,793.6		6,651.2		6,561.6		8,518.6		3,697.0
Cash dividends declared per share	$	0.80	$	0.20	$	0.20	$	0.20	$	0.20

Selected Quarterly Financial Data

Selected unaudited quarterly financial data is as follows:



	Quarter Ended
	March 31,		June 30,		September 30,		December 31,
	(In millions, except per share data)
2012
Processing and services revenues	$	1,413.4	$	1,457.2	$	1,436.9	$	1,500.1
Gross profit	423.9		476.1		468.1		492.6
Earnings from continuing operations before income taxes	142.2		224.3		232.4		232.3
Net earnings attributable to FIS common stockholders	87.1		150.6		86.8		136.7
Net earnings per share — basic attributable to FIS common stockholders	$	0.30	$	0.51	$	0.30	$	0.47
Net earnings per share — diluted attributable to FIS common stockholders	$	0.29	$	0.50	$	0.29	$	0.46
2011
Processing and services revenues	$	1,352.8	$	1,413.3	$	1,398.2	$	1,461.3
Gross profit	376.5		423.9		432.9		473.2
Earnings from continuing operations before income taxes	145.0		188.6		211.9		181.5
Net earnings attributable to FIS common stockholders	92.8		123.5		136.3		117.0
Net earnings per share — basic attributable to FIS common stockholders	$	0.31	$	0.41	$	0.45	$	0.39
Net earnings per share — diluted attributable to FIS common stockholders	$	0.30	$	0.40	$	0.44	$	0.39

;

Table of Contents


Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Item 7.~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

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, ~~2010~~2012 and ~~2009~~2011 and for the years ended December 31, ~~2010~~2012, ~~2009~~2011 and ~~2008~~2010.

This section should be read in conjunction with the audited Consolidated Financial Statements and related Notes of FIS included elsewhere in this Annual Report. This ~~Management’ s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.

Overview

FIS is ~~one of the world's largest~~a leading global ~~providers~~provider dedicated to banking and payments technologies. ~~We offer~~With a long history deeply rooted in the financial ~~institution core proce ssing, card issuer~~services sector, FIS serves more than 14,000 institutions in over 100 countries. Headquartered in Jacksonville, Florida, FIS employs more than 35,000 people worldwide and ~~transaction~~holds leadership positions in payment processing and banking solutions, providing software, services ~~including~~and outsourcing of the ~~NYCE Network.~~technology that drives financial institutions. FIS topped the 2012 and 2011 annual FinTech 100 list, is a member of the Fortune 500 U.S. and of Standard and Poor’s (S&P) 500^® ~~Index and consistently holds a leading ranking in the annual FinTech 100 rankings. As of~~ ~~December 31, 2010, FIS has more than 300 solutions serving over 14,000 financial institutions and business customers in over 100 countries spanning all segments of the financial services industry.~~Index. We have four reporting segments: FSG, PSG, ISG and Corporate and Other. A description of these segments is included above in Item 1. ~~Revenues by segment~~Business and the results of operations of our segments are discussed below in Segment Results of Operations.

Business Trends and Conditions

~~Approximately 85%~~Our revenue is derived from a combination of recurring services, professional services and software license fees. Recurring services, which have historically represented approximately 80% of our revenue, ~~historically is considered recurring, which provides~~are provided under multi-year contracts that contribute relative stability to our revenue stream. However, ~~the condition of the overall economy can affect our revenue growth in~~ a ~~number of areas. A~~ significant portion of ~~our revenue is~~these recurring revenues are derived from transaction processing ~~fees. As a result, lower~~fees that fluctuate with the level of deposit and card transactions associated with ~~reduced~~ consumer and commercial ~~activity will adversely impact revenue. In addition, sales~~activity. Sales of ~~soft ware~~software licenses and professional services ~~which have represented approximately 15% of our revenue,~~are less predictable and a portion can be regarded as discretionary spending by our ~~customers~~customers. We continually seek opportunities to enhance revenues and ~~may contract when their capital budgets tighten. In light of the challenging revenue environment, we have been seeking~~ to manage our costs and capital expenditures ~~prudently.~~

~~We completed the Metavante Technologies, Inc. acquisition (the "Metavante Acquisition") on October 1, 2009. The combined Company is positioned~~prudently in light of any shifting revenue trends and in response to provide a comprehensive range of integrated solutions to its customers, and has greater geographic reach than any other provider in the industry, which will enhance service to the combined Company’s customers. Management expects to continue to realize incremental cost and revenue syner gies through 2011 as a result of the Metavante Acquisition. However, the impact of these synergies on year-over-year trends for 2011 vs. 2010 will be less.broader economic conditions.

We acquired Capco in December 2010 to broaden our capabilities to provide strategic and business transformation consulting. While ~~this will generate~~Capco has generated increased revenues, the lower profit ~~margins~~margin realized for professional services as compared to our other solutions ~~will result~~has resulted in ~~some level of~~ profit margin compression. The addition of Capco ~~will~~has also ~~reduce~~reduced the relative proportion of our recurring revenue ~~stream in 2011.~~stream.

As the payment market continues to evolve from paper-based to electronic, we continue to add new services responsive to this trend. Card transactions continue to increase as a percentage of total point-of-sale payments, which fuels continuing demand for card-related services. In recent years, we have added a variety of stored-value card types, ~~Internet~~internet banking, mobile solutions, and electronic bill presentment/payment services, as well as a number of card enhancement and loyalty/reward programs. The common goal of these offerings continues to be convenience and security for the consumer, coupled with value to the financial institution. The evolution to electronic transactions also intensifies the vulnerability to fraud, increasing the demand for our risk management ~~so lutions.~~solutions. At the same time, the use of checks continues to decline as a percentage of total ~~point-of-sale~~ payments, which negatively impacts our check warranty and item-processing businesses.

We compete for both licensing and outsourcing business, and thus are affected by the decisions of financial institutions to utilize our services under an outsourced arrangement or to process in-house under a software license and maintenance agreement. As a provider of outsourcing solutions, we benefit from multi-year recurring revenue streams, which help moderate the effects of year-to-year economic changes on our results of operations. One of the current trends ~~we expect to benefit from~~ in the financial services industry from which we are benefiting is the migration by our clients to an outsourced model to improve ~~profitabili ty.~~

~~Table of Contents~~

their profitability.

~~Consolidation~~

While we are cautious regarding broader economic improvement, we expect banks to continue investing in new technology and believe we are well positioned to capitalize as the overall market continues to recover. We anticipate consolidation within the banking industry will continue, including additional bank failures and continuing merger and acquisition activity. As a whole, consolidation activity is detrimental to our business. However, consolidation resulting from specific merger and acquisition transactions may be beneficial or detrimental to our ~~businesses.~~business. When consolidations occur, merger partners often operate disparate systems licensed from competing service providers. The newly formed entity generally

Table of Contents

makes a determination to migrate its core and payments systems to a single platform. When a financial institution processing client is involved in a consolidation, we may benefit by expanding the use of our services if such services are chosen to survive the consolidation and support the newly combined entity. Conversely, we may lose market share if we are providing services to both entities, or we are not the merging parties' provider of core or payment processing, or if a customer of ours is involved in a consolidation and our services are not chosen to survive the consolidation and support the newly combined entity. It is also possible that larger financial institutions resulting from consolidation would have greater leverage in negotiating terms or could decide to perform in-house some or all of the services that we currently provide or could provide. We seek to mitigate the risks of consolidations by offering other competitive services to take advantage of specific opportunities at the surviving company.

~~While~~The acquisition of M&I Bank by BMO Harris Bank, both of whom are customers of FIS, is a consolidation that will have a financial impact on the Company. We disclosed in our June 30, 2012 Form 10-Q that we ~~are cautious regarding broader economic improvement,~~estimated a decline in annual EBITDA run rate of approximately $60.0 million, and that we expected the 2013 impact to be approximately half that amount. We now expect ~~banks~~that the 2013 impact will be substantially offset by termination and settlement fees, additional professional services from BMO Harris Bank and other activities expected to occur with BMO Harris Bank. We will continue ~~investing~~to work towards reducing the impact in 2014 and beyond by expanding services to BMO Harris Bank, adding new ~~technology~~customers and selling additional products and services to existing clients.

The Dodd-Frank Act and associated Durbin Amendment were passed and signed into law in 2010. The Dodd-Frank Act represents a comprehensive overhaul of the regulations governing the financial services industry within the United States, established the new Federal Consumer Financial Protection Bureau and will require this and other federal agencies to implement many new regulations. Regulations under the Durbin Amendment, released by the Federal Reserve in June 2011, mandate a cap on debit transaction interchange fees on cards issued by financial institutions with assets greater than $10.0 billion. This legislated interchange fee cap has the potential to alter the type and/or volume of card-based transactions that we process on behalf of our customers, but has had an insignificant impact thus far. As we continue to monitor the market participants' actions, we believe we are ~~well~~competitively positioned to ~~capitalize~~offset or take advantage of any potential shifts in payment transaction volume as we offer multiple payment solutions and options to our clients. The network exclusivity provisions of the Durbin Amendment, which require all debit card issuers to have at least two unaffiliated networks for purposes of processing signature debit and PIN debit transactions, favorably impacted transaction volumes in our NYCE PIN debit network in 2012; however, market participants' actions may positively or negatively impact transaction volumes in the future. In order for our products and services to comply with these new regulations and enable our customers to effectively compete in the marketplace, we may need to make additional capital investments to modify our solutions. Further, the requirements of the new regulations and the timing of their effective dates could result in changes in our customers' business practices that may alter their delivery of services to consumers and the timing of their investment decisions, which could change the demand for our software and services as well as alter the type or volume of transactions that we process on behalf of our customers.

Notwithstanding challenging global economic conditions, our international business continued to experience growth across most major regions during the year ended December 31, 2012, including Europe and Brazil. The majority of our European revenue is generated by clients in Germany, France and the United Kingdom. Those countries encountering the most significant economic challenges, including Spain, Italy, Greece, Ireland and Portugal, account for less than 2% of our international revenue base and less than 0.5% of our consolidated revenue.

Information Security

Table of Contents

information gained by the intruders from our information technology systems environments. This lack of evidence is consistent with the opinion of the cyber-security consultant we retained in March 2011 and representatives of law enforcement that the attackers were focused on the theft of money from the Sunrise prepaid platform.

Since the incident, we have been taking significant steps to improve our information security, including but not limited to:

Increasing the monitoring of the servers within our environment to identify potential unauthorized activity and implementing enhanced fraud monitoring and network controls;

Completing the necessary re-certifying of Payment Card Industry (PCI) Data Security Standard compliance of the Sunrise prepaid platform;

Implementing enhanced information security processes, including creating a cross-functional team to implement enhanced transaction monitoring to detect or prevent fraudulent activity;

Expanding risk assessment coverage of internet-facing products and services;

Enhancing our Information Security Strategic Plan with short-term and long-term measures to improve FIS' information security;

The hiring of a new Chief Information Security Officer (“CISO”), a Chief Risk Officer (“CRO”) and other senior information security and risk management personnel;

Improving our inventory of technology, data and information security assets worldwide;

Enhancing layers of network security, including intrusion prevention, firewall restrictions, and employee access restrictions;

Enhancing network segmentation to separate production environments; and

Significantly increasing cyber security, incident response and risk management staff.

In late February 2012, the federal agencies that regulate financial institutions and provide regulatory oversight for FIS issued a confidential exam report related to our information security, risk management and internal audit functions. We responded to this report and described the actions that we have taken and will take to improve these functions. The regulatory agencies distributed a letter to our clients in March 2012 describing the enhancements they had requested in our information security, risk management and internal audit functions. FIS believes that it has made substantial progress in implementing all of these requested enhancements, several of which have been completed. Throughout 2013, FIS will continue to focus on completing these and other enhancements identified since March 2012.

In addition, in 2012 we engaged a third-party expert on behalf of our clients to perform an independent review of our progress in improving our information security, risk management and internal audit initiatives. The expert's report, dated November 30, 2012, was posted on our client communications portal. As part of its review engagement, the expert confirmed the status of our progress, as stated to our clients and the regulatory agencies, up to that date in enhancing our Information Security, Risk Management and Internal Audit programs.

After hiring our new Chief Information Security Officer, we commissioned an additional third party factual investigation to analyze the 2011 cyber-incident, which is nearing completion. As part of this investigation, the investigators provided us with additional information indicating that limited data, affecting a small number of our customers, may have been accessed or, in some cases, was accessed during the 2011 cyber-incident. We are in the process of communicating this information with the affected customers and showing the steps that we have taken to improve our information security systems. We do not expect that this additional information and the communication thereof to our customers will have a material adverse effect on the Company.

It is possible that additional information regarding the 2011 cyber-incident could be discovered and our current understanding of the attackers' focus and activities during the incident could change, either of which could potentially have a material adverse effect on the Company.

We are continuing to work closely with and communicate to our clients about the 2011 cyber-incident, including with respect to the additional information resulting from the ongoing investigation. We are also continuing to focus on improving our internal information security and risk management functions across the Company, and assisting our customers in doing the same. We increased the amounts spent on information security in 2012. Due to the increased frequency and the evolving nature of cyber-incidents, we expect to continue to implement enhancements to protect the security of our information technology systems and data, as well as the over all market continues to recover. We expect bank failures to continue in the next few years, and have recently seen increased bank consolidation activity and expect this to continue in 2011. To date, bank failures and forced government actionsinformation technology data of our clients that have occurred have not been significant to our revenues; however, continuing or escalating bank failures and forced government actions could negatively impact our business. This exposure may be mitigated by incremental revenues we ~~may generate from license fees or services associated with assisting surviving institutions with integrating acquired assets resulting from financial failures.~~possess.

~~For an update on our Brazilian outsourced card-processing venture (the "Brazilian Venture"), see Note 6 to the Consolidated Financial Statements.~~

Table of Contents

Critical Accounting Policies

The accounting policies described below are those we consider critical in preparing our Consolidated Financial Statements. These policies require management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual ~~a mounts~~amounts could differ from those estimates. See Note 2 to the Consolidated Financial Statements for a more detailed description of the significant accounting policies that have been followed in preparing our Consolidated Financial Statements.

Revenue Recognition

The Company generates revenues from the delivery of bank processing, credit and debit card processing services, other payment processing services, professional services, software licensing and software related services and products. ~~Reven ues~~Revenues are recognized when evidence of an arrangement exists, delivery has occurred, fees are fixed or determinable and collection is considered probable. We are frequently a party to multiple concurrent contracts with the same customer. These situations require judgment to determine whether the individual contracts should be aggregated or evaluated separately for purposes of revenue recognition. In making this determination, we consider the timing of negotiating and executing the contracts, whether the different elements of the contracts are interdependent and whether any of the payment terms of the contracts are interrelated. Due to the large number, broad nature and average size of individual contracts we are party to, the impact of judgments and assumptions that we apply in recognizing revenue for any single contract is not likely to have a material effect on our consolidated operations or financial position. However, the broader accounting policy assumptions that we apply across similar arrangements or ~~cla sses~~classes of customers could significantly influence the timing and amount of revenue recognized in our historical and future results of operations or financial position. Additional information about our revenue recognition policies is included in Note 2 to the Consolidated Financial Statements.

Allowance for Doubtful Accounts

The Company analyzes trade accounts receivable by considering historical bad debts, customer creditworthiness, current economic trends, changes in customer payment terms and ~~c ollection~~collection trends when evaluating the adequacy of the allowance for doubtful accounts. Any change in the assumptions used may result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. The allowance for doubtful accounts was $~~33.1~~19.9 million ~~and~~ ~~$41.8~~ ~~million at~~ ~~December 31, 2010~~ and ~~2009~~$33.1 million as of December 31, 2012 and 2011, respectively. The decrease in 2012 is attributable to resolution of a number of specifically reserved accounts, as well as enhanced collection management.

~~Reserves~~Provision for Check Guarantee Losses

In our check guarantee business, if a guaranteed check presented to a merchant customer is dishonored by the check writer’s bank, we reimburse our merchant customer for the check’s face value and pursue collection of the amount from the delinquent check writer. Loss ~~reserves~~provisions and anticipated recoveries are primarily determined by performing a historical analysis

~~Table of Contents~~

of our check loss and recovery experience and considering other factors that could affect that experience in the future. Such factors include the general economy, the overall industry mix of our customer volumes, statistical analysis of check fraud trends within our customer volumes, and the quality of returned checks. Once these factors are considered, we establish a rate for check losses that is calculated by dividing the expected check losses by dollar volume processed and a rate for anticipated recoveries that is calculated by dividing the anticipated recoveries by the total amount of related check losses. These rates are then applied against the dollar volume processed and check losses, respectively, each month and charged to ~~costs~~cost of revenues. The estimated check returns and recovery amounts are subject to the risk that actual amounts returned and recovered may be different than our estimates.

Historically, such estimation processes have proved to be materially accurate; however, our projections of probable check guarantee losses and anticipated recoveries are inherently uncertain and as a result, we cannot predict with certainty the amount of such items. Changes in economic conditions, the risk characteristics and composition of our customers, and other factors could impact our actual and projected amounts. We recorded check guarantee losses, net of anticipated recoveries excluding service fees, of ~~$69.4~~$54.7 million, $68.0 million and ~~$83.3~~$69.4 million, respectively, for the years ended December 31, ~~2010~~2012, 2011 and ~~2009~~2010. The year-over-year reduction is consistent with the ongoing decline in retail check activity. A ten percent difference in our estimated check guarantee loss ~~reserve~~provisions net of estimated recoveries as of December 31, ~~2010~~2012 would have impacted ~~2010~~2012 net earnings by less than $2.0 million, after-tax.

Table of Contents

Computer Software

Computer software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs. As of December 31, ~~2010~~2012 and ~~2009~~2011, computer software, net of accumulated amortization, , was $~~909.0~~847.0 million ~~million~~ and $~~932.7~~881.5 million ~~million,~~, respectively. Purchased software is recorded at cost and amortized using the ~~straight line~~straight-line method over its estimated useful life and software acquired in business combinations is recorded at its fair value and amortized using ~~straight line~~straight-line and accelerated methods over its estimated useful life.

The capitalization of software development costs is governed by FASB ASC Subtopic 985-20 if the software is to be sold, leased or otherwise marketed, or by FASB ASC Subtopic 350-40 if the software is for internal use. After the technological feasibility of the software has been established (for software to be marketed), or at the beginning of application development (for internal-use software), software development costs, which include salaries and related payroll costs and costs of independent contractors incurred during development, are capitalized. Research and development costs incurred prior to the establishment of technological feasibility (for software to be marketed), or prior to application development (for internal-use software), are expensed as incurred. Software development costs are amortized on a product-by-product basis commencing on the date of general release of the products (for software to be marketed) or the date placed in service (for internal-use software). Software development costs for software to be marketed are amortized using the greater of (1) the straight-line method over its estimated useful life, which ranges from three to 10 years, or (2) the ratio of current revenues to total anticipated revenue over its useful life.

In determining useful lives, management considers historical results and technological trends ~~which~~that may influence the estimate. Useful lives for all computer software range from 3three to 10 years. Amortization expense for computer software was ~~$195.1~~$195.5 million ~~$149.8 million and $149.9 million in~~ ~~2010~~, ~~2009~~$209.4 million and ~~2008~~$195.1 million in 2012, 2011 and 2010, respectively. Included in discontinued operations in the Consolidated Statement of Earnings was amortization expense on computer software of ~~$3.3~~$3.1 million ~~$0.7 million and $15.3 million for~~ ~~2010~~, ~~2009~~$4.5 million and ~~2008~~$7.7 million for 2012, 2011 and 2010, respectively. We also assess the recorded value of computer software for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software ~~asset.~~asset (for software to be marketed). There are inherent uncertainties in determining the expected useful life or cash flows to be generated from computer software. While we have not historically experienced significant changes in these estimates, we could be subject to such changes in the future.

Goodwill and Other Intangible Assets

We are required to allocate the purchase price of acquired businesses to the assets acquired and liabilities assumed in the transaction at their estimated fair values. The estimates used to determine the fair value of long-lived assets, such as intangible assets, are complex and require a significant amount of management judgment. We generally engage independent valuation specialists to assist us in making fair value determinations. We are also required to estimate the useful lives of intangible assets to determine the amount of acquisition-related intangible asset amortization expense to record in future periods. We periodically review the estimated useful lives assigned to our definite-lived intangible assets to determine whether such estimated useful lives continue to be appropriate. Additionally, we review our indefinite-lived intangible assets to determine if there is any change in circumstances that may indicate the asset’s useful life is ~~n o~~no longer indefinite.

~~We review~~Goodwill represents the ~~carrying value~~excess of goodwill and indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate the carrying value may not be recoverable. The authoritative guidance requires us to perform a two-step impairment test on goodwill. First, we comparecost over the fair value of ~~each~~identifiable net assets acquired and liabilities assumed in business combinations. Goodwill and other intangible assets with indefinite useful lives should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment. In 2011, the FASB issued Accounting Standards Update No. 2011-08 ("ASU 2011-08"), Testing Goodwill for Impairment. The revised standard allows an entity first to assess qualitatively whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value, referred to in the guidance as "step zero." If an entity concludes that it is more likely than not that a reporting unit's fair value is less than its carrying amount (that is, a likelihood of more than 50 percent), the "step one" quantitative assessment must be performed for that reporting unit. ASU 2011-08 provided examples of events and circumstances that should be considered in performing the "step zero" qualitative assessment, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events affecting a reporting unit or the entity as a whole and a sustained decrease in share price.

We assess goodwill for impairment on an annual basis during the fourth quarter using a September 30th measurement date unless circumstances require a more frequent measurement. For 2012, primarily for the purpose of refreshing our valuation assumptions, we elected to ~~its carrying value. We~~proceed directly to the step one quantitative analysis rather than perform the step zero qualitative assessment. In applying the quantitative analysis, we determine the fair value of our reporting units based on a weighted average of multiple valuation techniques, principally a combination of an income approach and a market approach. The income approach calculates a value based upon the present value of estimated future cash flows, while the market

Table of Contents

approach utilizes earnings multiples of similarly situated guideline public ~~companies .~~companies. If the fair value of a reporting unit exceeds the carrying value of the reporting ~~unit’s~~unit's net assets, goodwill is not impaired and further testing is not required. IfBased upon the current year results of this test, there are no indications of impairment for any of our reporting units.

For 2011, we early adopted the provisions of ASU 2011-08, and began our assessment with the step zero qualitative analysis because there was a substantial excess of fair value over carrying value for each of our reporting units in the ~~reporting unit’s net assets exceeds~~2010 step one analysis. In performing the 2011 step zero qualitative analysis, examining those factors most likely to affect our valuations, we concluded that it remained more likely than not that the fair value of ~~the~~each of our reporting ~~unit, then~~units continued to exceed their carrying amounts. Consequently, we did not perform ~~the second~~a step ~~of the impairment test to determine the implied fair value of the reporting unit’s goodwill and any impairment charge. Additionally, we~~one analysis in 2011.

We also estimate the fair value of acquired intangible assets with indefinite lives and compare this amount to the underlying carrying ~~value.~~

~~Determining~~value annually. For the ~~fair value of a reporting unit or~~year ended December 31, 2012, we did not record any impairment charges for acquired intangible ~~assets with indefinite lives involves judgment and~~assets. During the ~~use~~year ended December 31, 2011, we recorded an impairment charge of ~~significant estimates and assumptions, which include assumpti ons regarding~~$9.1 million related to the ~~revenue growth rates and operating margins used to calculate estimated future cash flows, risk-adjusted discount rates and future economic and market conditions~~

~~Table of Contents~~

~~and other assumptions.~~

~~Du ring~~Capco trademark in North America. During the year ended December 31, 2010, the portion of the unamortized contract intangible asset recorded at the initiation of the Brazilian Venture that was attributable to Banco Santander was deemed impaired due to the exit of Banco Santander. Accordingly, we recorded a pre-tax impairment charge of ~~$140.3~~$140.3 million in the third quarter of 2010. ~~In addition,~~Additionally, in 2010 we recorded a ~~$5.2~~$5.2 million impairment of intangible assets related to the discontinued operations of Participacoes, as discussed in Notes 36 and 9 to the Consolidated Financial Statements. ~~For~~

Determining the ~~year ended~~ ~~December 31, 2009~~, our analysis of indefinite-lived intangible assets indicated an impairment of certain trademarks which were discontinued as a result of the Company’s rebranding campaign initiated on October 1, 2009, following the acquisition of Metavante. Accordingly, we recorded a pre-tax impairment charge of $124.0 million in the fourth quarter of ~~2009. During the year ended~~ ~~December 31, 2008, we recorded a pre-tax impairment charge of $52.0 million to reduce the carrying~~fair value of a ~~trademark related~~reporting unit or acquired intangible assets with indefinite lives involves judgment and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to ~~our retail check business to its~~calculate estimated ~~fair value~~future cash flows, risk-adjusted discount rates and ~~included approximately $26.0 million of this charge in discontinued operations. Given the significance of our goodwil l~~future economic and ~~intangible asset balances, an adverse change in fair value could result in an impairment charge, which could be material to our financial statements.~~market conditions and other assumptions.

Accounting for Income Taxes

As part of the process of preparing the Consolidated Financial Statements, we are required to determine income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax expense together with assessing temporary differences resulting from differing recognition of items ~~f or~~for income tax and accounting purposes. These differences result in deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we must reflect this increase or decrease as an expense or benefit within income tax expense in the Consolidated Statements of Earnings. Determination of the income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, changes in the geographic mix of revenues or in the estimated level of annual pre-tax income can cause the overall effective income tax rate to vary from period to period. We believe that our tax positions comply with applicable tax law and that we adequately provide for any known tax ~~contingencies .~~contingencies. We believe the estimates and assumptions used to support our evaluation of tax benefit realization are reasonable. However, final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax provisions. The outcome of these final determinations could have a material effect on our income tax provision, net income or cash flows in the period that determination is made.

Related Party Transactions

We are a party to certain historical related party agreements ~~with FNF, LPS and other related parties (see~~as discussed in Note 4 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual ~~Report).~~Report.

Factors Affecting Comparability

Our Consolidated Financial Statements included in this report that present our financial condition and operating results reflect the following significant transactions:

•

In August 2010, we completed a leveraged recapitalization. Through a modified "Dutch Auction" tender offer, we repurchased 86.2 million shares of our common stock, including 6.4 million shares underlying previously unexercised stock options. The repurchased shares were added to treasury stock. The recapitalization was funded by incremental debt, as outlined under "~~Liquidity and Capital Resources - Financing~~

In December 2010, we acquired Capco and have included the results of operations and financial position of Capco in the Consolidated Financial Statements from the date of acquisition.

Table of Contents

stock options. The repurchased shares were added to treasury stock. The recapitalization was funded by incremental debt, as outlined under "Liquidity and Capital Resources - Financing."

We have engaged in share repurchase programs throughout all periods presented. In 2012, we repurchased a total of 14.0 million shares for $451.4 million; in 2011, we repurchased 15.0 million shares for $399.2 million; and in 2010, in addition to the Dutch Auction, we repurchased 1.4 million shares for $32.2 million.

•

On October 1, 2009, we acquired Metavante in a tax-free reorganization. Each outstanding share of Metavante common stock was converted into 1.35 shares, or approximately 163.6 million total shares, of FIS common stock. Outstanding Metavante stock options and other stock-based awards were converted into FIS stock options and stock-based awards using the same exchange ratio. The result s of operations and financial position of Metavante are included in the Consolidated Financial Statements from the date of acquisition.


•	On July 2, 2008, we completed the LPS spin-off. The results of operations of the Lender Processing Services segment through the July 2, 2008, spin-off date are reflected as discontinued operations in the Consolidated Statements of Earnings for all periods presented.

As a result of the above transactions, the results of operations and earnings per share in the periods covered by the Consolidated Financial Statements may not be directly comparable.

~~Table of Contents~~

2831

Table of Contents

Consolidated Results of Operations

(in millions, except per share amounts)


	2010			2009			2008			2012			2011			2010
Processing and services revenues	$	5,269.5		$	3,711.1		$	3,359.5		$	5,807.6		$	5,625.6		$	5,145.6
Cost of revenues	3,637.7			2,741.5			2,616.1			3,946.9			3,919.1			3,553.7
Gross profit	1,631.8			969.6			743.4			1,860.7			1,706.5			1,591.9
Selling, general, an d administrative expenses	675.8			547.1			381.0
Selling, general, and administrative expenses										781.5			647.9			654.0
Impairment charges	154.9			136.9			26.0			—			9.1			154.9
Operating income	801.1			285.6			336.4			1,079.2			1,049.5			783.0
Other income (expense):
Interest income	6.4			3.4			6.3			8.6			6.0			6.4
Interest expense	(179.7		)	(134.0		)	(163.4		)	(231.3		)	(264.8		)	(179.8		)
Other income (expense), net	(11.5		)	8.7			1.5			(25.3		)	(63.7		)	(11.5		)
Total other income (expense)	(184.8		)	(121.9		)	(155.6		)	(248.0		)	(322.5		)	(184.9		)
Earnings from continuing operations before income taxes and equity in earnings (loss) of unconsolidated entities	616.3			163.7			180.8
Earnings from continuing operations before income taxes										831.2			727.0			598.1
Provision for income taxes	215.3			54.7			57.6			270.9			232.4			208.4
Equity in earnings (loss) of unconsolidated entities	—			—			(0.2		)
Earnings from continuing operations, net of tax	401.0			109.0			123.0			560.3			494.6			389.7
Earnings (loss) from discontinued operations, net of tax	(43.1		)	(0.5		)	96.5			(79.2		)	(13.5		)	(31.8		)
Net earnings	357.9			108.5			219.5			481.1			481.1			357.9
Net (earnings) loss attributable to noncontrolling interest	46.6			(2.6		)	(4.7		)	(19.9		)	(11.5		)	46.6
Net earnings attributable to FIS	$	404.5		$	105.9		$	214.8		$	461.2		$	469.6		$	404.5
Net earnings per share — basic from continuing operations attributable to FIS common stockholders	$	1.30		$	0.45		$	0.62		$	1.85		$	1.61		$	1.26
Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders	(0.12		)	(0.00		)	0.50			(0.27		)	(0.04		)	(0.09		)
Net earnings per share — basic attributable to FIS common stockholders	$	1.17		$	0.45		$	1.12		$	1.58		$	1.56		$	1.17
Weighted average shares outstanding — basic	345.1			236.4			191.6			291.8			300.6			345.1
Net earnings per share — diluted from continuing operations attributable to FIS common stockholders	$	1.27		$	0.44		$	0.61		$	1.82		$	1.57		$	1.24
Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders	(0.12		)	(0.00		)	0.50			(0.27		)	(0.04		)	(0.09		)
Net earnings per share — diluted attributable to FIS common stockholders	$	1.15		$	0.44		$	1.11		$	1.55		$	1.53		$	1.15
Weighted average shares outstanding — diluted	352.0			239.4			193.5			297.5			307.0			352.0
Amounts attributable to FIS common stockholders:
Earnings from continuing operations, net of tax	$	447.6		$	106.4		$	118.9		$	540.4		$	483.1		$	436.3
Earnings (loss) from discontinued operations, net of tax	(43.1		)	(0.5		)	95.9			(79.2		)	(13.5		)	(31.8		)
Net earnings attributable to FIS	$	404.5		$	105.9		$	214.8		$	461.2		$	469.6		$	404.5

Processing and Services Revenues

Processing and services revenues totaled $~~5,269.5~~5,807.6 million~~$3,711.1~~ ~~million and~~ ~~$3,359.5~~ ~~million in~~ ~~2010~~, ~~2009~~$5,625.6 million and ~~2008~~$5,145.6 million in 2012, 2011 and 2010, respectively. The increase in revenue during ~~2010~~2012 of $~~1,558.4~~182.0 million ~~million,~~, or ~~42.0%~~3.2%, as compared to ~~2009~~2011, is primarily attributable to increased processing volumes, transaction growth and demand for professional and consulting services, plus incremental revenues from ~~the Metavante Acquisition and to a lesser extent the recognition~~2012 acquisitions of ~~an $83.3 million termination fee~~$26.2 million. Total revenue growth in connection with Banco Santander's exit from the Brazilian Venture, revenue derived from 2010 acquisit ions of $23.4 million, and a favorable foreign currency impact of $26.4 million resulting from a weaker U.S. Dollar. These increases werethese areas was partially offset by ~~declines in our paper-based~~lower item processing and retail check ~~businesses.~~activity. The ~~increase in revenue during~~ ~~2009~~2012 of ~~$351.6~~period included $100.8 million or ~~10.5%, as compared to~~ ~~2008~~ ~~is primarily attributable to the impact~~ of ~~the Metavante Acquisition, which contributed fourth quarter revenues of $404.1&nb sp;million, partially offset by $53.7 million in~~ unfavorable foreign currency impact resulting from a stronger U.S. Dollar as compared to 2011. The increase in revenue during 2011 of $480.0 million, or 9.3%, as compared to 2010 was primarily attributable to incremental revenues of $304.7 million from 2010 acquisitions, increased demand for professional services and increased processing revenues. Total revenue growth in these areas in 2011 was tempered by lower item processing and retail check activity and the change in reporting certain merchant interchange fees from gross to net revenue recognition, as discussed in greater detail under Segment Results of Operations. The 2011 period also

2932

Table of Contents

~~strengthening~~included $47.4 million of ~~the~~favorable foreign currency impact resulting from a weaker U.S. Dollar ~~and other items referred to~~as compared with 2010. The 2010 period was favorably impacted by the recognition of an $83.3 million termination fee in connection with Banco Santander’s exit from the ~~segment discussion below.~~Brazilian Venture.

Cost of Revenues and Gross Profit

Cost of revenues totaled $~~3,637.7~~3,946.9 million~~$2,741.5~~ ~~million and~~ ~~$2,616.1~~ ~~million in~~ ~~2010~~, ~~2009~~$3,919.1 million and ~~2008~~$3,553.7 million in 2012, 2011 and 2010, respectively, resulting in gross profit of $~~1,631.8~~1,860.7 million ~~million,~~, $~~969.6~~1,706.5 million ~~and~~ ~~$743.4~~ ~~million in~~ ~~2010~~,~~2009~~ and ~~2008~~$1,591.9 million in 2012, 2011 and 2010, respectively. Gross profit as a percentage of revenues (“gross margin”) was ~~31.0%~~32.0%, ~~26.1%~~30.3% and ~~22.1%~~30.9% in ~~2010~~2012, ~~2009~~2011 and ~~2008~~2010, respectively. Cost of revenues were comparable during 2012 and 2011. The increase in gross margin during 2012 as compared to 2011 is due to increased operating leverage and cost management initiatives. The increase in cost of revenues of $~~896.2~~365.4 million ~~million~~ in the ~~2010~~2011 period as compared to the ~~2009~~2010 period iswas directly attributable to the revenue variances addressed above. The ~~increase in gross margin of 490 basis points for~~ ~~2010~~ ~~over~~ ~~2009~~ ~~was driven by the~~ termination fee received in connection with Banco Santander's exit from the Brazilian Venture ~~as well as the continuing results from the cost synergy initiatives associated with the Metavante Acquisition. The increase in cost of revenues of~~favorably augmented gross margins for ~~$125.4~~2010 ~~million in the~~ ~~2009~~ ~~period as compared~~, contributing to ~~the~~ ~~2008period is directly attributable to the revenue variances addressed above. The increase~~a decrease in gross margin of ~~400~~170 basis points ~~for~~ during ~~2009~~2011 ~~over~~ ~~2008~~ ~~was driven~~ by comparison. Further, while Capco provided revenue growth in 2011, the ~~Company’s continued effort~~lower margin contribution unfavorably impacted gross margin as compared to ~~reduce costs and improve operating efficiency, coupled with the initial results from the cost synergy initiatives associated with the Metavante Acquisition.~~2010.

Selling, General and Administrative ~~Exp enses~~Expenses

Selling, general and administrative expenses totaled $~~675.8~~781.5 million ~~million,~~, $~~547.1~~647.9 million ~~million~~ and $~~381.0~~654.0 million ~~million~~ for2012, 2011 and 2010, ~~2009~~ ~~and~~ ~~2008~~, respectively. The2012 increase of $~~128.7~~133.6 million in ~~2010~~ as compared to ~~2009~~2011 was primarily due to ~~incremental~~increased compensation costs ~~associated~~and costs to enhance administrative support of operational functions, including information security and risk and compliance. The compensation costs included $43.2 million in payments and accelerated vesting of certain stock option and restricted stock grants triggered by changes in responsibility or separation from the Company of certain executives. In addition, the 2011 period benefited from a $22.3 million reduction in a contingent consideration liability related to the Capco acquisition as addressed in Note 5 to the Consolidated Financial Statements. The decrease of $6.1 million in 2011 as compared to 2010 results primarily from higher expenses included in the 2010 period in connection with our leveraged recapitalization, coupled with the ~~Metavante operations,~~2011 reduction in the Capco contingent consideration liability. These impacts were partially offset by incremental operating costs in 2011 resulting from 2010 acquisitions. Other factors impacting the comparison include a $10.1 million recovery in ~~the~~ September 2010 ~~third quarter~~ of legal costs previously incurred ~~legal costs~~ as the result of a favorable court ruling ~~a nd by lower integration~~ and ~~merger-related charges and stock-based compensation. The increase of~~the $~~166.1~~13.0 million ~~million~~loss related to unauthorized activities on the Sunrise prepaid card platform recorded in ~~2009~~2011 ~~as compared to~~ ~~2008~~ was primarily due to: (a) restructuring, integration and merger-related charges, including professional and advisory fees, severance, incentive bonuses and lease adjustments contributing $108.5 million of the year-over-year increase and (b) incremental costs associated with the Metavante Acquisition. Stock-based compensation increased from $51.6 million in ~~2008~~ ~~to $71.0 million in~~ ~~2009. Stock-based compensation in the~~ ~~2009~~ period included vesting acceleration charges of $29.2 million due to change-in-control provisions triggered by the Metavante Acquisition and $4.5 million for new merger related grants. By comparison, the ~~2008~~ ~~period included charges of $14.1 million for the accelerated vesting of all stock awards held by eFunds employees assumed in the eFunds Acquisition and $2.6 million relating~~(see Note 19 to the ~~acceleration, upon termination, of certain unvested executive stock awards.~~Consolidated Financial Statements).

Impairment Charges

Impairment charges totaled $~~154.9~~9.1 million ~~million,~~ ~~$136.9~~ ~~million~~ and $~~26.0~~154.9 million ~~million~~ for2011 and 2010, respectively. No impairment charges were taken in ~~2009~~2012. The 2011 ~~and~~ charges relate to a reduction in the carrying value of the Capco trademark in North America.~~2008, respectively.~~ The 2010 charges relate to impairments resulting from the exit of Banco Santander from the Brazilian Venture, including ~~$140.3~~$140.3 million representing the portion of the unamortized contract intangible asset recorded at the initiation of the Brazilian Venture that was attributable to Banco Santander, and the net unamortized balance of ~~$14.6~~$14.6 million for certain capitalized software development costs incurred exclusively for use in processing Banco Santander card ~~activity. The~~ ~~2009~~ ~~charges relate primarily~~activity (see Note 6 to the ~~introduction of a new brand identity in conjunction with the Metavante merger, giving rise to the impairment of a number of previously acquired trademarks. The~~ ~~2009~~ period also included charges related to impairment of certain capitalized software assets totaling approximately $12.9 million. The 2008 period included charges of $26.0 million to reduce the carrying value of a trademark related to our retail check business to its estimated f air value.Consolidated Financial Statements).

Operating Income

Operating income totaled $~~801.1~~1,079.2 million~~$285.6~~ ~~million and~~ ~~$336.4~~ ~~million for~~ ~~2010~~, ~~2009~~$1,049.5 million and ~~2008~~$783.0 million for 2012, 2011 and 2010, respectively. Operating income as a percentage of revenue (“operating margin”) was ~~15.2%~~18.6%, ~~7.7%~~18.7% and ~~10.0%~~15.2% for ~~2010~~2012, ~~2009~~2011 and ~~2008~~2010, respectively. The ~~increase~~annual increases in operating income and changes in operating margin were driven by the revenue and cost variances addressed above.

Total Other Income (Expense)

Total other income (expense) was $(248.0) million, $(322.5) million and $(184.9) millionfor2012, 2011 and 2010 ~~as compared to the~~ ~~2009~~ period was driven by termination fees received in connection with Banco Santander's exit from the Brazilian Venture, synergies, cost containment initiatives, gross margin improvements and lower stock compensation charges, partially offset by higher integration and merger related charges incurred during the 2010 period., respectively. The primary component of total other income (expense) is interest expense. The decrease of $33.5 millionin ~~operating margin for~~interest expense in ~~2009~~2012 as compared to ~~2008~~2011 ~~was driven by the impairment charges noted above and increased restructuring, integration and merger-related charges associated~~resulted from lower borrowing rates combined with ~~the Metavante Acquisition.~~

~~To tal Other Income (Expense)~~

~~Total other income (expense) totaled~~ ~~$(184.8)~~ ~~million,~~ ~~$(121.9)~~ ~~million and~~ ~~$(155.6)~~ ~~million for~~ ~~2010~~, ~~2009~~ ~~and~~ ~~2008, respectively. The two primary components of~~a reduction in total ~~other income (expense) are interest expense and, for the 2010 period, costs relating to the leveraged recapitalization.~~debt outstanding. The increase of $~~45.7~~85.0 million ~~million~~ in interest expense in ~~2010~~2011 as compared to ~~2009~~2010 ~~results~~resulted from higher overall debt levels as a result of our recapitalization ~~during~~ in mid-2010 and higher interest ~~rates on our debt. The 2010~~rates.

3033

Table of Contents

Apart from interest expense, 2012 includes $18.4 million in costs related to the write-off of certain previously capitalized debt issuance costs resulting from the early pay down of certain debt and related refinancing activities. In comparison, 2011 included $38.8 million of debt refinancing expenses, including $24.7 million of previously capitalized debt issuance costs, and a $34.0 million other-than-temporary impairment of available-for-sale securities acquired in conjunction with the acquisition of Metavante. The 2010period ~~includes~~included $13.7 million of debt extinguishment expenses, the write-off of certain previously capitalized debt issuance costs and fees and other expenses relating to our leveraged recapitalization. The 2010 period also ~~includes~~included the forgiveness of $19.4 million of notes payable representing additional consideration which was to be paid to the ~~ba nks~~banks in the Brazilian Venture upon migration of their card portfolios and an extinguishment gain of $5.7 million from the restructuring of the remaining Banco Bradesco notes in conjunction with other revisions to the Brazilian Venture agreements (see Note 6 to the Consolidated Financial Statements). ~~The decrease of~~ ~~$29.4~~ ~~million in interest expense in~~ ~~2009~~ ~~as compared to~~ ~~2008~~ ~~resulted from: (a) lower interest rates on our debt; (b) a $9.3 million make-whole premium in~~ ~~2008~~ ~~on the redemption of certain eFunds Notes; and (c) the $12.4 million write-off of debt issuance costs in~~ ~~2008~~ ~~associated with the term loans retired in conjunction with the LPS spin-off.~~

Provision for Income Taxes

Income tax expense from continuing operations totaled~~$215.3~~ ~~million,~~ $~~54.7~~270.9 million ~~and~~ ~~$57.6~~ ~~million for~~ ~~2010~~, ~~2009~~$232.4 million and ~~2008~~$208.4 million for 2012, 2011 and 2010, respectively. This resulted in an effective ~~ta x~~tax rate on continuing operations of ~~34.9%~~32.6%, ~~33.4%~~32.0% and ~~31.9%~~34.8% for ~~2010~~2012, ~~2009~~2011 and ~~2008~~2010, respectively. The tax rates were comparable during the 2012 and 2011 periods. The net ~~change~~decrease in the~~2010~~ ~~period~~ overall effective tax rate isfor the 2011 period was primarily related to a larger proportion of ~~domestic~~foreign-source pre-tax income versus ~~foreign-source~~domestic income ~~due primarily to the Metavante Acquisition, partially offset by the utilization of foreign tax credits. The increase in~~during the ~~2009~~2011 period ~~overall effective~~and state income tax ~~rate as compared to~~planning. Additionally, the ~~2008~~2011 period ~~is primarily~~included a one-time benefit for the favorable resolution of tax contingencies in international jurisdictions, implementation of federal tax planning strategies and a non-recurring benefit related to ~~the impact of the LPS spin-off in the~~ our United Kingdom operations.~~2008~~ ~~period.~~

Earnings (Loss) from Discontinued Operations

During ~~the~~2012, 2011 and 2010,~~2009~~ ~~and~~ ~~2008~~ ~~periods,~~ certain operations are classified as discontinued. Reporting for discontinued operations classifies revenues and expenses as one line item, net of tax, in the Consolidated Statements of Earnings. ~~During~~On June 25, 2012, we entered into a definitive agreement to sell our Healthcare Benefit Solutions Business ("Healthcare Business") because its operations did not align with our strategic plans. The all-cash transaction closed on August 15, 2012 and we received cash proceeds of $332.2 million. We recorded a pre-tax gain of $22.0 million and tax expense on the sale of $78.3 million, which resulted from the allocation of goodwill with minimal tax basis. In addition, during the third quarter of 2010, we determined that we ~~will~~would pursue strategic alternatives for ~~Participacoes.~~Fidelity National Participacoes Ltda. ("Participacoes"). In January 2010, we closed on the sale of ClearPar. ~~In October 2008, we sold Certegy Australia, Ltd. In July 2008, we spun off LPS.~~ The table below outlines the components of discontinued operations for ~~the~~2012, 2011 and 2010, ~~2009~~ ~~and~~ ~~2008~~ ~~periods,~~ net of ~~tax.~~tax (in millions). See also Note 3 to the Consolidated Financial Statements.


	2010			2009				2008
											2012			2011			2010
Healthcare Benefit Solutions Business											$	(47.8	)	$	10.7		$	11.3
Impairment charges- Participacoes	$	(16.6	)	$	—			$	—		—			—			(16.6		)
Impairment charges - Certegy Australia	—			(18.2		)		—
Participacoes operations	(25.2		)	(5.1		)	&nbs p;	(8.4		)	(31.4		)	(24.2		)	(25.2		)
LPS operations	—			—				112.4
Certegy Australia operations	—			23.9				(12.3		)
Other	(1.3		)	(1.1		)		4.8			—			—			(1.3		)
Total discontinued operations	$	(43.1	)	$	(0.5	)		$	96.5		$	(79.2	)	$	(13.5	)	$	(31.8	)

The Healthcare Business had revenues of $80.5 million, $120.1 million and $123.9 million for 2012, 2011 and 2010, respectively. In connection with our 2012 sale of the Healthcare Benefit Solutions Business, the Company entered into an agreement to provide certain commercial and transitional services to the buyer and expects to continue to generate insignificant cash flows for the provision of these services. The following table illustrates the results of operations for the years ended December 31, 2012, 2011 and 2010 for the Healthcare Benefit Solutions Business (in millions).



	Years ended December 31,
	2012			2011		2010
Pre-tax income from operations	$	13.8		$	17.3	$	18.2
Pre-tax gain on sale	22.0			—		—
Earnings before tax	35.8			17.3		18.2
Tax expense	83.6			6.6		6.9
Healthcare Benefit Solutions Business included in discontinued operations	$	(47.8	)	$	10.7	$	11.3

Table of Contents

Participacoes had no revenue in 2012 and revenues of $11.7 million and $61.5 million for 2011 and 2010, respectively. Participacoes had operating expenses of $47.5 million, $48.3 million and $125.0 million for 2012, 2011 and 2010, respectively. Participacoes' processing volume was transitioned to other vendors or back to its customers during the second quarter of 2011. As a result of the dismissal of employees related to the shut-down activities completed in 2011, the 2012 and 2011 periods included charges of $39.1 million and $34.6 million, respectively, to increase our accrual for potential labor claims and related administrative costs. The shut-down activities involved the transfer and termination of approximately 2,600 employees. As of December 31, 2012, there are approximately 1,550 active labor claims. Former employees have up to two years from the date of termination to file labor claims, or April 2013. Consequently, we have continued exposure to such claims and adverse claim development, which were not transferred with other assets and liabilities in the disposal. Any changes in the estimated liability related to these labor claims will also be recorded as discontinued operations.

Net (Earnings) Loss Attributable to Noncontrolling Interest

Net (earnings) loss attributable to noncontrolling interest totaled $~~46.6~~(19.9) million~~$(2.6)~~ ~~million and~~ ~~$(4.7)~~ ~~million for~~ ~~2010~~, ~~2009~~$(11.5) million and ~~2008~~$46.6 million for 2012, 2011 and 2010, respectively. The 2010 year included after tax charges totaling $50.1 million relating to the minority partner's proportionate share of the write-off of capitalized software development costs and of the impairment to the unamortized contract intangible asset resulting from the exit of Banco Santander from the Brazilian Venture. See Note 6 to the Consolidated Financial ~~Stateme nts.~~Statements.

Earnings from Continuing Operations, Net of Tax, Attributable to FIS Common Stockholders

Earnings from continuing operations, net of tax, attributable to FIS common stockholders totaled $~~447.6~~540.4 million~~$106.4~~ ~~million and~~ ~~$118.9~~ ~~million for~~ ~~2010~~, ~~2009~~$483.1 million and ~~2008~~$436.3 million for 2012, 2011 and 2010, respectively, or $~~1.27~~1.82, $~~0.44~~1.57 and $~~0.61~~1.24 per diluted share, respectively, due to the factors described ~~above.~~above coupled with the impact of our share repurchase initiatives.

Segment Results of Operations

Financial Solutions Group

~~Table of Contents~~


	2010			2009			2008			2012			2011			2010
	(In millions)									(In millions)
Processing and services revenues	$	2,246.4		$	2,076.8		$	1,890.8
Operating income	$	670.1		$	417.7		$	355.7		$	716.2		$	680.3		$	673.4
Operating margin	35.4		%	33.2		%	31.3		%	31.9		%	32.8		%	35.6		%

Revenues for FSG totaled $~~1,890.8~~2,246.4 million~~$1,260.0~~ ~~million and~~ ~~$1,135.8~~ ~~million for~~ ~~2010~~, ~~2009~~$2,076.8 million and ~~2008, respectively. The overall segment increase of~~ $1,890.8 million~~$630.8~~ ~~million in~~ ~~2010~~ ~~as compared to~~ ~~2009~~ ~~resulted primarily from incremental Metavante revenues and to a lesser extent increased demand for professional services and software licenses. The overall segment increase of~~ ~~$124.2~~ ~~million in~~ ~~2009~~ ~~as compared to~~ ~~2008~~ ~~resulted primarily from incremental fourth quarter Metavante revenues of $154.2 million, partially offset by lower software license and professional services revenue.~~

~~Operating income for FSG totaled~~ ~~$670.1~~ ~~million,~~ ~~$417.7&nbs p;million and~~ ~~$355.7~~ ~~million~~ for ~~2010~~2012, ~~2009~~2011 and ~~2008, respectively. Operating margin was approximately~~ ~~35.4%~~, ~~33.2%~~ ~~and31.3%~~ ~~for~~ 2010, ~~2009~~ ~~and~~ ~~2008, respectively. The increase in operating income in~~ ~~2010~~ ~~as compared to~~ ~~2009~~ ~~primarily resulted from inc remental Metavante~~ ~~2010~~ ~~operating income and the increase in operating margin is due to continuing results from the synergy initiatives associated with the Metavante Acquisition. The increase in~~ ~~2009~~ ~~as compared to~~ ~~2008~~ ~~primarily resulted from the fourth quarter impact of the Metavante Acquisition and improved operating margins due to targeted cost reductions.~~

~~Payment Solutions Group~~

2010 2009 2008
(In millions)
Processing and services revenues $ 2,478.1 $ 1,741.9 $ 1,526.3
Operating income $ 835.0

$ 475.6 $ 353.8
Operating margin 33.7 % 27.3 % 23.2 %

~~Revenues for PSG totaled~~ ~~$2,478.1~~ ~~million,~~ ~~$1,741.9~~ ~~million and~~ ~~$1,526.3~~ ~~million for~~ ~~2010~~, ~~2009~~ ~~and~~ ~~2008~~, respectively. The overall segment increase of $~~736.2~~169.6 million ~~million in~~, or ~~2010~~8.2%, for 2012 as compared to ~~2009~~2011 was driven by growth in professional services, back office processing and outsourced IT revenues, increased processing revenues and incremental revenues from 2012 acquisitions of $26.2 million. Increased processing revenue is driven by core processing account volume growth, growth and adoption of eBanking and mobile banking products, as well as risk, fraud and compliance transactions. This processing revenue growth was generated from existing customer growth and newly converted competitive wins. Services revenue continues to grow in core banking systems, eBanking, mobile banking and outsourced services. The overall segment increase of $186.0 million or 9.8% for 2011 as compared to 2010 was driven by incremental Capco revenues, as well as increased processing revenues and growth in professional services.

Operating income for FSG totaled $716.2 million, $680.3 million and $673.4 million for 2012, 2011 and 2010, respectively. Operating margin was approximately 31.9%, 32.8% and 35.6% for 2012, 2011 and 2010, respectively. The increase in operating income during 2012 as compared to 2011 primarily resulted from the revenue variances discussed above. The decrease in operating margin during 2012 as compared to 2011 reflects a decrease in higher margin license revenues in the current year and increased spending related to information security and infrastructure initiatives. The increase in operating income during 2011 as compared to 2010primarily resulted from ~~incremental Metavante~~ increased processing revenues and growth in professional services, partially offset by $12.4 million in merger, integration and severance costs. The decrease in operating margin during 2011 as compared to 2010 ~~revenues. Additionally,~~ was due to a higher proportion of professional services revenue during 2011, including Capco consulting services revenue, which has a lower margin than other revenue sources, particularly in relation to the higher license revenues in 2010.

Payment Solutions Group

Revenues for PSG totaled $2,380.6 million, $2,372.1 million and $2,354.2 million for 2012, 2011 and 2010, respectively. The 2012 period included growth in electronic payment ~~solutions~~services, offset by lower item processing, retail check activity and loyalty program revenue. Revenue growth during 2012 was also negatively impacted by the June 2012 deconversion of a large debit card processing client. The 2011 period included growth in print and mail and card personalization and electronic payment services, offset by lower item processing and retail check activity. ~~The overall segment increase~~Additionally, consolidation of our merchant processing platforms resulted in the utilization of the net method to account for certain merchant interchange fees, causing a $34.4 million unfavorable revenue variance during ~~$215.6~~ ~~million in~~ ~~2009~~2011 as compared to ~~2008~~ resulted primarily from incremental fourth quarter Metavante revenues of $258.1 million, partially offset by reduced termination fees and lower item processing, prepaid card and retail check activity.2010.

Operating income for PSG totaled $~~835.0~~881.2 million~~$475.6~~ ~~million and~~ ~~$353.8~~ ~~million for~~ ~~2010~~, ~~2009~~$822.7 million and ~~2008~~$803.5 million for 2012, 2011 and 2010, respectively. Operating margin was approximately ~~33.7%~~37.0%, ~~27.3%~~34.7% and ~~23.2%~~34.1% for ~~2010~~2012, ~~2009~~2011 and ~~2008~~2010, respectively. The ~~increase~~increases in operating income and operating margin during 2012 primarily reflect operating leverage related to the revenue growth in electronic payment services and the impact of disciplined cost management. The 2011 period included $13.6 million of integration and severance costs. Integration costs for 2010 ~~period as compared to the~~ ~~2009~~ ~~period primarily resulted from incremental Metavante 2010 operating income and realized cost savings. T he increase~~were included in the ~~2009~~ ~~period as compared to the~~ ~~2008~~ ~~period primarily resulted from increased operating efficiencies~~Corporate and ~~targeted cost reductions.~~Other Segment.

International Solutions Group

Revenues for ISG totaled $~~917.0~~1,180.5 million ~~million,~~, $~~724.3~~1,177.6 million ~~million~~ and $~~699.9~~917.0 million ~~million~~ for2012, 2011 and 2010, respectively. The 2012 period included $99.7 million of unfavorable foreign currency impact resulting from a stronger U.S. Dollar during the ~~2009~~2012 period. Excluding the unfavorable foreign currency impact, revenues for 2012 increased primarily from higher card transaction volumes in Brazil, growth within our European consulting businesses and ~~2008, respectively.~~our expanded presence across Asia including growth in the India ATM management business. Brazilian card volume growth translates into additional processing revenues and incremental call center and back-office revenues. The overall segment increase of $~~192.7~~260.6 million ~~million in~~for ~~2010~~2011 as compared to ~~200 9~~2010 resulted primarily from ~~growth driven by~~incremental revenues from Capco's European business and increased ~~payment~~credit card volumes in Brazil, growth in ~~professional services, higher~~the India ATM management business, growth in Australian core banking revenues and license ~~revenue and incremental~~ revenues from ~~the Metavante Acquisition.~~strategic customer relationships in EMEA. The ~~2010~~2011 period also included ~~an $83.3~~$47.4 million ~~termination fee received as a result~~ of ~~Banco Santander's exit from the Brazilian Venture and a $26.4 million~~ favorable foreign currency impact resulting from a weaker U.S. Dollar during the ~~2010. The overall segment increase of~~ ~~$24.4~~2011 ~~million in~~ ~~2009~~ ~~as compared to~~ ~~2008~~ primarily resulted from an increase in core processing revenue driven by strong services revenue and volumes in the Asia Pacific and EMEA regions and payments revenue driven by organic growth across all regions, partially offset by unfavorable currency effects of $53.7 million.period.

~~Table of Contents~~

Operating income for ISG totaled $~~71.1~~202.2 million~~$121.9~~ ~~million and~~ ~~$79.3~~ ~~million for~~ ~~2010~~, ~~2009~~$187.6 million and ~~2008~~$71.1 million for 2012, 2011 and 2010, respectively. Operating margin was ~~7.8%~~17.1%, ~~16.8%~~15.9% and ~~11.3%~~7.8% for ~~2010~~2012, ~~2009~~2011and ~~2008~~2010, respectively. The ~~decrease~~increase in operating income ~~and margin~~ in ~~2010~~2012, as compared to ~~2009~~2011, primarily resulted from the revenue growth noted above, combined with increased scale and improved operating efficiencies across a number of geographies but primarily in Brazil. Increased operating leverage and other operating efficiencies generated improved margins in 2012. The 2010 period included pre-tax impairment charges of $~~154.9~~$154.9 million attributable to Banco Santander's exit from the Brazilian ~~Venture previously addressed above under total Company~~ ~~Impairment Charges,~~ ~~partially offset by~~Venture. Excluding the ~~$83.3 million termination fee received as a result~~impact of Banco Santander's exit, ~~from the Brazilian Venture. The increase in~~ operating income and margin would have been $142.7 million or 17.1% for 2010. The increases in operating income in ~~2009~~2011 as compared to ~~2008~~2010 primarily ~~results~~resulted from ~~improved scale and efficiencies within operations.~~the revenue growth noted above. While Capco has provided revenue growth, the lower margin contribution from Capco has unfavorably impacted ISG's overall margin.

Corporate and Other

The Corporate and Other segment results consist of selling, general and administrative expenses and depreciation and intangible asset amortization not otherwise allocated to the reportable segments. Corporate and Other expenses were $~~775.1~~720.4 million~~$729.6~~ ~~million and~~ ~~$452.4~~ ~~million in~~ ~~2010~~, ~~2009~~$641.1 million and ~~2008~~$765.0 million in 2012, 2011 and 2010, respectively. The overall Corporate and Other increase of $~~45.5~~79.3 million ~~million~~ for ~~2010~~2012 as compared to ~~2009~~2011 iswas primarily due to increased compensation costs, including stock compensation,

Table of Contents

and benefits, and costs to enhance administrative support of operational functions, including information security and risk and compliance. The compensation charges include $43.2 million related to payments and the ~~incremental~~accelerated vesting of certain stock option and restricted stock grants triggered by changes in responsibility or separation from the Company of certain executives. The overall Corporate and Other decrease of $123.9 million for 2011 as compared to 2010 was primarily due to restructuring and integration costsincluded in the 2010 period associated with merger and acquisition activity and expenses in connection with the ~~Metavante operations and merger related charges,~~leveraged recapitalization, partially offset by the recovery ~~o f~~in 2010 of legal costs previously incurred ~~legal costs~~ as the result of a favorable court ~~ruling, as addressed above under total Company~~ruling.The 2011 ~~Selling, General and Administrative Expense.~~ ~~The overall Corporate and Other increase of~~ ~~$277.2~~period included the $13.0 million ~~for~~ ~~2009~~ ~~as compared~~loss related to ~~2008~~ ~~is primarily due to~~unauthorized activities on the restructuring, integration and merger related charges, impairment charges to trademarks and certain capitalized software assets and incremental costs associated wit h the Metavante Acquisition as addressed aboveSunrise prepaid card platform noted under ~~total Company~~ Selling, General and Administrative Expenses in the Consolidated Results of Operations section above, $9.5 million in merger, integration and service costs, and a $13.2 million net benefit from adjustments from the Capco acquisition. The latter was comprised of a reduction in the contingent consideration liability of ~~Impairment Charges~~$22.3 million., partially offset by a $9.1 million impairment of the North American trademark.

Liquidity and Capital Resources

Cash Requirements

Our ongoing cash requirements include ~~cost of revenues, selling, general and administrative~~operating expenses, income taxes, mandatory debt service payments, capital expenditures, ~~systems development expenditures,~~ stockholder dividends, working capital and timing differences in settlement-related assets and liabilities, and may include discretionary debt service, share repurchases, and business acquisitions. Also, our cash requirements include payments for labor claims related to FIS' former item processing and remittance operations in Brazil (see Note 3 in the Notes to Consolidated Financial Statements). Our principal sources of funds are cash generated by operations and borrowings.

AtAs of December 31, ~~2010~~2012, we had cash and cash equivalents of $~~338.0~~517.6 million ~~million~~ and debt of $~~5,192.1~~4,385.5 million ~~million,~~, including the current portion. Of the $~~338.0~~517.6 million ~~million~~ cash and cash equivalents, approximately ~~$176.1~~$282.1 million is held by our foreign entities. The majority of our domestic cash and cash equivalents are not available for general corporate purposes due to the timing of settlement activity. We expect that cash and cash equivalents plus cash flows from operations over the next twelve months will be sufficient to fund our operating cash requirements and pay principal and interest on our outstanding debt.

We ~~currently pay a $0.05 per common share dividend on a quarterly basis, and~~ expect to continue to ~~do so~~pay quarterly dividends, which were increased from $0.05 to $0.20 per share per quarter in 2012. On February 12, 2013, the ~~future. The~~Board of Directors approved an additional increase to $0.22 per share per quarter beginning with the first quarter of 2013. 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 ~~policy and~~ opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions. Additionally, the payment of cash dividends may be limited by covenants in certain debt agreements. A regular quarterly dividend of ~~$0.05~~$0.22 per common share is payable on March ~~31, 2011~~29, 2013 to shareholders of record as of the close of business on March ~~17, 2011.~~15, 2013.

Cash Flows from Operations

Cash flows from operations were $~~1,071.3~~1,046.7 million~~$714.1~~ ~~million and~~ ~~$596.4~~ ~~million in~~ ~~2010~~, ~~2009~~$1,171.5 million and ~~2008~~$1,071.3 million in 2012, 2011 and 2010 respectively. Cash flows from operations decreased $124.8 million in 2012 and increased $~~357.2~~100.2 million ~~million~~ in ~~2010~~2011. The 2012 decrease in cash flows from operations is primarily due to the payment of $105.4 million of income taxes related to the sale of our Healthcare Business and fluctuations in the timing of merchant and card transaction settlement activity offset by other changes in working capital. The increase in 2011 was primarily due to higher earnings from ~~operations. Cash flows from~~ operations, the timing of merchant and card transaction settlement activity and other changes in ~~2008~~ ~~include cash flows from LPS of $136.7 million. Excluding the~~ ~~2008~~ ~~impact of LPS, cash flows from operations increased in~~ ~~2009~~ ~~by $254.4 million due to higher earnings before consideration of the impairment charges, better~~ working ~~capital management during the~~ ~~2009~~ ~~period and the collection of $73.5 million of receivables retained after the sale of Certegy Australia Ltd.~~capital.

Capital Expenditures

Our principal capital expenditures are for computer software (purchased and internally developed) and additions to property and equipment. We ~~spent~~invested approximately $~~314.0~~296.1 million~~$212.5~~ ~~million and~~ ~~$255.4~~ ~~million on capital expenditures during the years ended~~ ~~December 31, 2010~~, ~~2009~~$300.3 million and ~~2008~~$314.0 million in capital expenditures during 2012, ~~respectively, including approximately $25.4 million during~~ ~~2008~~2011 ~~related to discontinued operations including LPS prior to the spin-off.~~and 2010, respectively. We expect to ~~spend~~invest approximately 6%5-6% of ~~2011~~2013 revenue onin capital ~~expenditures, including integration capital for acquisitions.~~expenditures.

~~Table of Contents~~

Financing

On January 18, 2007, FIS entered into a syndicated credit agreement, which was amended on July 30, 2007, and amended and restated on June 29, 2010 (the “FIS Credit Agreement”). The FIS Credit Agreement, as of ~~December 31, 2010~~, provides total committed capital of $4,781.9 million comprised of: (1) revolving credit facilities in an aggregate maximum principal amount of $1,033.7 million (together, the “Revolving Loan”), consisting of $112.3 million in revolving credit capacity maturing on January 18, 2012, and $921.4 million in revolving credit capacity maturing on July 18, 2014; (2) an aggregate of $3,748.2 million of term notes consisting of ~~$350.0~~ ~~million maturing on January 18, 2012 (“Term Loan A-1”),$1,900.0~~ ~~million maturing on July 18, 2014 (“Term Loan A-2”), (3)~~ ~~$1,496.3~~ ~~million maturing on July 18, 2016 ("Term Loan B") and (4) an aggregate of $1.9 million of term notes (the “LCPI Loans”) maturing on July 18, 2014. As of~~ ~~December 31, 2010, the outstanding principal balance of the Revolving Loan was~~ ~~$305.0~~ ~~million, with $713.7 million of borrowing capacity remaining thereunder (net of $15.0 million in outstanding letters of credit issued under the Revolving Loan). See Item 7A for~~For information regarding the ~~interest rates of the loans.~~

On November 1, 2007, Metavante entered into a credit agreement, which was amended on October 1, 2009 (as amended, the “MV Credit Agreement”). On July 16, 2010, FIS repaid in full the outstanding term loans under the MV Credit Agreement and terminated that credit facility.

~~On October 1, 2009, contemporaneous with the closing of the Metavante merger, FIS obtained $500.0 m illion of term loans (the “Term Loan C”), which have subsequently been paid in full.~~

~~Also on October 1, 2009, FIS entered into an agreement to sell certain of its accounts receivable (the “AR Facility”) to a wholly-owned special purpose accounts receivable~~Company's long-term debt and financing entity (the “SPV”), which was exclusively engaged in purchasing receivables from FIS. FIS maintained effective control over the receivables sold to the SPV. Thus, the SPV is included in our consolidated financial statements. FIS terminated the AR Facility, effective on December 17, 2010, with no further receivables being sold to the SPV as of that date.

On July 16, 2010, FIS entered into a Joinder Agreement (the "Joinder Agreement") under which FIS issued a new tranche of term loans under the FIS Credit Agreement in an aggregate principal amount of $1.5 billion (the "Term Loan B"). The Term Loan B is subject in all material respects to the provisions applicable to other term loans under the FIS Credit Agreement. Interest on the Term Loan B will be generally payable at LIBOR plus 3.75% per annum (with LIBOR subject to a floor of 1.50%).

~~FIS may borrow, repay and re-borrow amounts under the Revolving Loan from time to time until the applicable maturity of the tranches included~~activity, see Note 13 in the Revolv ing Loan. FIS must make quarterly principal payments under the Term Loan A-1 of $11.3 million per quarter from March 31, 2011 through September 30, 2011, with the remaining balance payable on January 18, 2012. As of ~~December 31, 2010~~, FIS had made principal prepayments under the Term Loan A-1 of $12.7 million which fully satisfied the required payment obligation of $11.3 million scheduled for March 31, 2011 and reduced the obligation payable on June 30, 2011 by $1.4 million. FIS must make quarterly principal payments under the Term Loan A-2 of $50.1 million per quarter from March 31, 2011 through December 31, 2012, and $75.1 million per quarter from March 31, 2013 through March 31, 2014, with the remaining principal balance payable on July 18, 2014. As of ~~December 31, 2010~~, FIS had made principal prepayments under the Term Loan A-2 of $3.4 million, reducing the payment obligation scheduled for March 31, 2011 by the same amount. FIS must make quarterly principal payments under the Term Loan B of $3.8 million per quarter from March 31, 2011 through June 30, 2016, with the remaining principal balance payable on July 18, 2016.Notes to Consolidated Financial Statements.

The FIS Credit Agreement is subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments and dispositions, limitations on dividends and other restricted payments, a minimum interest coverage ratio and a maximum leverage ratio. We were in compliance with all covenants related to the FIS Credit Agreement at ~~December 31, 2010~~.

On July 16, 2010, FIS completed offerings of $600.0 million aggregate principal amount of 7.625% Senior Notes due 2017 (the "2017 Notes") and $500.0 million aggregate principal amount of 7.875% Senior Notes due 2020 (the "2020 Notes" and together with the 2017 Notes, the "Notes"). FIS issued the Notes in two separate series under an indenture dated as of July 16, 2010 among FIS, FIS' domestic subsidiaries that guaranteed the FIS Credit Agreement (the "Guarantors") and The Bank of New Yor k Mellon Trust Company, N.A., as trustee. The Notes were offered and sold in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. We have since completed an exchange offer under which we exchanged identical notes that were SEC registered for the Notes.

3437

Table of Contents

~~The following table summarizes the mandatory annual principal payments pursuant to the FIS Credit Agreement and the Notes as of~~ ~~December 31, 2010~~ (in millions). There are no mandatory principal payments on the Revolving Loan; any balance outstanding on the Revolving Loan will be due and payable at the applicable scheduled maturity date of the respective tranches thereof:

~~Term~~

~~Loan A-1~~

~~Term~~

~~Loan A-2~~

~~Term~~

~~Loan B~~

~~2017~~

~~Notes~~

~~2020~~

~~Notes~~

~~Total~~

~~2011~~

~~21.3~~

~~197.0~~

~~15.0~~

—

~~233.3~~

~~2012~~

~~328.7~~

~~200.4~~

~~15.0~~

—

~~544.1~~

~~2013~~

—

~~300.4~~

~~15.0~~

—

~~315.4~~

~~2014~~

—

~~1,202.2~~

~~15.0~~

——~~1,217.22015~~——~~15.0~~——~~15.0Thereafter~~——~~1,421.3600.0500.02,521.3Total~~$~~350.0~~$~~1,900.0~~$~~1,496.3~~$~~600.0~~$~~500.0~~$~~4,846.3~~

We monitor the financial stability of our counterparties on an ongoing basis. The lender commitments under the undrawn portions of the Revolving Loan are comprised of a diversified set of financial institutions, both domestic and international. The combined commitments of our top 10 lenders comprise about 69% of our Revolving Loan. The failure of any single lender to perform its obligations under the Revolving Loan would not adversely impact our ability to fund operations. If the single largest lender were to default under the terms of the FIS Credit Agre ement (impacting the capacity of the Revolving Loan), the maximum loss of available capacity on the undrawn portion of the Revolving Loan, as of ~~December 31, 2010, would be about $105.6 million.~~

~~As of~~ ~~December 31, 2010, we have entered into interest rate swap transactions converting a portion of the interest rate exposure on our term loans from variable to fixed (see Item 7A).~~

~~Private Placement Investment~~

On October 1, 2009, pursuant to an investment agreement with Thomas H. Lee Partners, L.P. (“THL”) and FNF dated as of March 31, 2009, FIS issued and sold (a) to THL in a private placement 12.9 million shares of FIS common stock for an aggregate purchase price of approximately $200.0 million and (b) to FNF in a private placement 3.2 million shares of FIS common stock for an aggregate purchase price of approximately $50.0 million. FIS paid each of THL and FNF a transaction fee equal to 3% of their respecti ve investments.

Contractual Obligations

FIS’ long-term contractual obligations generally include its long-term debt, ~~and operating~~interest on long-term debt, lease payments on certain of its property and ~~equipment.~~equipment and payments for data processing and maintenance. For more descriptive information regarding the Company's long-term debt, see Note 13 in the Notes to Consolidated Financial Statements. The following table summarizes FIS’ significant contractual obligations and commitments as of December 31, ~~2010~~2012 (in millions):


																	Less than		1-3		3-5		More than
	2011		2012		2013		2014		2015		Thereafter		Total		Total		1 Year		Years		Years		5 Years
Long-term debt	$	256.9	$	578.7	$	315.4	$	1,504.8	$	15.0	$	2,521.3	$	5,192.1	$	4,385.5	$	153.9	$	757.1	$	2,274.5	$	1,200.0
Interest(1)															1,137.6		200.4		372.9		288.8		275.5
Operating leases	65.1		47.6		35.7		27.8		24.3		78.1		278.6		226.6		55.0		96.2		46.4		29.0
Data processing and maintenance and purchase commitments	145.5		126.7		117.0		62.9		36.0		66.2		554.3
Data processing and maintenance															246.7		131.7		78.9		28.4		7.7
Other contractual obligations (2)															100.7		18.8		52.0		10.6		19.3
Total	$	467.5	$	753.0	$	468.1	$	1,595.5	$	75.3	$	2,665.6	$	6,025.0	$	6,097.1	$	559.8	$	1,357.1	$	2,648.7	$	1,531.5


(1)	These calculations assume that: (a) applicable margins remain constant; (b) all variable rate debt is priced at the one-month LIBOR rate in effect as of December 31, 2012; (c) no new hedging transactions are effected; (d) only mandatory debt repayments are made; and (e) no refinancing occurs at debt maturity.


(2)	Amount includes the payment for labor claims related to FIS' former item processing and remittance operations in Brazil (see Note 3 to the Consolidated Financial Statements) and amounts due to the Brazilian venture partner.

FIS believes that its existing cash balances, cash flows from operations and borrowing programs will provide adequate sources of liquidity and capital resources to meet FIS’ expected short-term liquidity needs and its long-term needs for the operations of its business, expected capital spending for the next 12 months and the foreseeable future and the satisfaction of these obligations and commitments.

Off-Balance Sheet Arrangements

~~Table of Contents~~

FIS does not have any off-balance sheet arrangements.

~~Recent Accounting Pronouncements~~

~~In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2009-13,~~ ~~Multiple-Deliverable Revenue Arrangements~~ (“ASU 2009-13”). This new standard revised the guidance for determining whether multiple deliverables in an arrangement can be separated for revenue recognition and how the consideration should be allocated. It eliminated the use of the residual method of revenue recognition and requires the allocation of consideration to each deliverable using the relative selling price method. The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE or TPE is available . FIS early adopted the provisions of ASU 2009-13 prospectively for all new and materially modified arrangements entered into on or after January 1, 2010. See also Note 2 to the Consolidated Financial Statements.


Item 7A.	Quantitative and Qualitative Disclosure About Market Risks

~~Item 7A.~~ ~~Quantitative and Qualitative Disclosure About Market Risks~~

Market Risk

We are exposed to market risks primarily from changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments, including interest rate swaps and foreign currency forward exchange contracts, to manage interest rate and foreign currency risk. We do not use derivatives for trading purposes, to generate income or to engage in speculative activity.

Interest Rate Risk

In addition to existing cash balances and cash provided by operating activities, we use fixed rate and variable rate debt to finance our operations. We are exposed to interest rate risk on these debt obligations and related interest rate swaps.

The Notes (as defined in Note 13 to the Consolidated Financial Statements) represent substantially all of our fixed-rate long-term debt obligations. The carrying value of the Notes was ~~$1,100.0~~$1,950.0 million at as of December 31, ~~2010.~~2012. The fair value of the Notes was approximately ~~$1,172.3~~$2,138.2 million at as of December 31, ~~2010.~~2012. The potential reduction in fair value of the Notes from a hypothetical 10 percent increase in market interest rates would not be material to the overall fair value of the debt. We currently have no plans to repurchase the Notes before their maturity and, therefore, fluctuations in market interest rates would not have an effect on our results of operations or financial condition.

Our floating rate long-term debt obligations principally relate to borrowings under the FIS Credit ~~Agreement. As of~~ ~~December 31, 2010, we are paying interest on our Term Loan A-1 of LIBOR plus 1.00%, on our Term Loan A-2 of LIBOR plus an applicable margin of up to 2.50% based upon the Company's leverage ratio as~~Agreement (as also defined in ~~the FIS Credit Agreement, and on our Term Loan B at generally LIBOR plus 3.75% (with LIBOR subject to a 1.50% floor). Prior~~Note 13 to the June 29, 2010 amendment and extension, interest on the Revolving Loan was payable at LIBOR plus up to 1.00% (Eurocurrency Borrowings), Fed-funds plus up to 1.00% (Swingline Bor rowings) or Prime plus 0.00% (Base Rate Borrowings) plus a facility fee of up to 0.25%. The pre-amendment pricing continues to apply for the portion of the Revolving Loan that matures in January 2012, consisting of approximately $112.3 million of commitments. Interest on the portion of the Revolving Loan that matures in July 2014 is generally payable at LIBOR plus an applicable margin of up to 2.50%, based upon the Company's leverage ratio, and is subject to an unused commitment fee of 0.50%Consolidated Financial Statements). An increase of 100 basis points in the LIBOR rate would increase our annual debt service under ~~these credit agreements,~~the FIS Credit Agreement, after we include the impact of our interest rate swaps, by ~~$3.4~~$9.3 million (based on principal amounts outstanding atas of December 31, ~~2010~~2012). We performed the foregoing sensitivity analysis based on the principal amount of our ~~float ing~~floating rate debt as of December 31, ~~2010~~2012, less the principal amount of such debt that was then subject to an interest rate swap converting such debt into fixed rate debt. This sensitivity analysis is based solely on

Table of Contents

the principal amount of such debt as of December 31, ~~2010~~2012, and does not take into account any changes that occurred in the prior 12 months or that may take place in the next 12 months in the amount of our outstanding debt or in the notional amount of outstanding interest rate swaps in respect of our debt. Further, in this sensitivity analysis, the change in interest rates is assumed to be applicable for an entire year. For comparison purposes, based on principal amounts on ~~the Revolving Loan and Term Loan A~~floating rate debt outstanding as of December 31, ~~2009~~2011, and calculated in the same manner as set forth above, an increase of 100 basis points in the LIBOR rate would have increased our annual interest expense, after we calculate the impact of our interest rate swaps, by ~~$7.0 million.~~$12.9 million.

We use interest rate swaps for the purpose of managing our interest expense through the mix of fixed rate and floating rate debt. During the year ended December 31, 2012, the notional amount of our outstanding interest rate swaps increased by $550.0 million. As of December 31, ~~2010~~2012, we have entered into the following interest rate swap transactions converting a portion of the interest rate exposure on our Term and Revolving Loans from variable to fixed (in millions):

~~Table of Contents~~

Effective Date Termination Date Notional Amount
Bank Pays
Variable Rate of

FIS pays
Fixed Rate of
April 12, 2010 April 11, 2011 $ 200.0 1 Month Libor (2) 0.76% (4)
October 20, 2009 April 20, 2011 700.0 1 Month Libor (2) 0.99% (4)
February 1, 2010 May 1, 2011
250.0
1 Month Libor (2) 0.75% (4)
February 1, 2010 May 1, 2011 150.0
1 Month Libor (2)
0.74% (4)
December 11, 2009 June 13, 2011 200.0 1 Month Libor (2) 0.91% (4)
February 1, 2008 February 1, 2012 400.0 (1 ) 3 Month Libor (3) 3.87% (4)
February 1, 2008 February 1, 2012 200.0 3 Month Libor (3) 3.44% (4)
November 1, 2010 November 1, 2012 150.0 1 Month Libor (2) 0.50% (4)
February 1, 2011 February 1, 2013 200.0 1 Month Libor (2) 0.62% (4)
May 3, 2011 May 1, 2013 400.0 1 Month Libor (2) 0.73% (4)
$ 2,850.0



Effective date	Termination date	Notional amount		Bank pays variable rate of	FIS pays fixed rate of
February 1, 2011	February 1, 2013	$	200.0	One Month LIBOR (1)	0.62	%	(2)
May 3, 2011	May 1, 2013	400.0		One Month LIBOR (1)	0.73	%	(2)
September 1, 2011	September 1, 2014	150.0		One Month LIBOR (1)	0.74	%	(2)
September 1, 2011	September 1, 2014	150.0		One Month LIBOR (1)	0.74	%	(2)
September 1, 2011	September 1, 2014	300.0		One Month LIBOR (1)	0.72	%	(2)
July 1, 2012	July 1, 2015	300.0		One Month LIBOR (1)	0.58	%	(2)
February 1, 2013	February 3, 2014	200.0		One Month LIBOR (1)	0.28	%	(2)
February 1, 2013	February 3, 2014	200.0		One Month LIBOR (1)	0.28	%	(2)
February 3, 2014	February 1, 2017	400.0		One Month LIBOR (1)	0.89	%	(2)
		$	2,300.0

~~_________________________~~________________________


(1)	~~Notional value amortizes from $400.0 million to $200.0 million on February 1, 2011.~~


~~(2)~~	~~0.26%~~0.21% in effect atas of December 31, ~~2010~~2012.


~~(3)~~	~~0.30% in effect at~~ ~~December 31, 2010~~.


~~(4)~~ (2)	Does not include the applicable margin and facility fees paid to ~~bank~~ lenders on ~~Term Loan A~~term loans and ~~Revolving Loan~~revolving loans as described above.

We have designated these interest rate swaps as cash flow hedges for accounting purposes. A portion of the amount included in accumulated other comprehensive earnings is reclassified into interest expense as a yield adjustment as interest payments are made on the Term and Revolving Loans. In accordance with the authoritative guidance for fair value measurements, the inputs used to determine the estimated fair value of our interest rate swaps are Level 2-type measurements. We considered our own credit risk and the credit risk of the counterparties when determining the fair value of our interest rate swaps.

Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans ~~wi th~~with foreign subsidiaries and transactions denominated in currencies other than a location's functional currency. Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the use of foreign currency forward exchange contracts. Contracts are denominated in currencies of major industrial countries.

Our exposure to foreign currency exchange risks generally arises from our non-U.S. operations, to the extent they are conducted in local currency. Changes in foreign currency exchange rates affect translations of revenues denominated in currencies other than the U.S. Dollar. Our international operations generated approximately $~~833.7~~1,180.5 million ~~million~~ in ~~reven ues, excluding the termination fee of $83.3 million paid by Banco Santander to exit the Brazilian Venture,~~revenues during the year ended December 31, ~~2010~~2012, of which approximately ~~$709.2~~$1,009.2 million ~~were~~ was denominated in currencies other than the U.S. Dollar. The major currencies to which weour revenues are exposed are the Brazilian Real, the Euro, ~~and~~ the British Pound ~~Sterling.~~Sterling and the Indian Rupee. A 10% move in average exchange rates for these currencies (assuming a simultaneous and immediate 10% change in all of such rates for the relevant period) would have resulted in the following increase or ~~decrease~~(decrease) in our reported revenues for the years ended December 31, ~~2010~~2012, 2011 and ~~2009~~2010 (in millions):

Table of Contents


Currency	2010		2009		2012		2011		2010
Real	$	32.5	$	28.2	$	40.4	$	42.4	$	32.5
Euro	18.6		19.1		27.1		26.4		18.6
Pound Sterling	9.0		6.4		18.5		17.6		9.0
Indian Rupee					4.3		3.6		2.6
Total impact	$	60.1	$	53.7	$	90.3	$	90.0	$	62.7

The impact on earnings of the foregoing assumed 10% change in each of the periods presented would not have been significant.

Revenue included $100.8 million and operating income included $9.0 million of unfavorable foreign currency impact during 2012 resulting from a stronger U.S. Dollar during 2012 compared to 2011.

Our foreign exchange risk management policy permits the use of derivative instruments, such as forward contracts and

options, to reduce volatility in our results of operations and/or cash flows resulting from foreign exchange rate fluctuations. Our international operations' revenues and expenses are generally denominated in local currency, which limits the economic exposure to foreign exchange risk in those jurisdictions. We do not enter into foreign currency derivative instruments for trading purposes. ~~During 2010, we~~We have entered into foreign currency forward exchange contracts to hedge foreign currency exposure to intercompany loans. At As of December 31, ~~2010,~~2012, the notional amount of these derivatives was approximately ~~$56.5~~$115.6 million and the fair value was nominal. ~~Th ese~~These derivatives are intended to hedge the foreign exchange risks related to intercompany loans, but have not been designated as hedges for accounting purposes.

Item 8. Financial Statements and Supplementary Data

FIDELITY NATIONAL INFORMATION SERVICES, INC.

INDEX TO FINANCIAL INFORMATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited Fidelity National Information Services, Inc.’s and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, ~~2010~~2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal ~~contr ol~~control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, Fidelity National Information Services, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2010~~2012, based on criteria established in Internal Control — Integrated Framework 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), the consolidated balance sheets of Fidelity National Information Services, Inc. and subsidiaries as of December 31, ~~2010~~2012 and ~~2009~~2011, and the related consolidated statements of earnings, ~~equity and~~ comprehensive earnings, equity, and cash flows for each ~~o f~~of the years in the three-year period ended December 31, ~~2010~~2012, and our report dated February ~~25, 2011~~26, 2013 expressed an unqualified opinion on those consolidated financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of Fidelity National Information Services, Inc. and subsidiaries (the “Company”) as of December 31, ~~2010~~2012 and ~~2009~~2011, and the related consolidated statements of earnings, ~~equity and~~ comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, ~~2010~~2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fidelity National Information Services, Inc. and subsidiaries as of December 31, ~~2010~~2012 and ~~2009~~2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, ~~2010~~2012, 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), Fidelity National Information Services, Inc.’s and subsidiaries’ internal control over financial reporting as of December 31, ~~2010~~2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February ~~25, 2011~~,26, 2013, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

FIDELITY NATIONAL INFORMATION SERVICES, INC.



x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, ~~2010~~2012
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to



Georgia (State or other jurisdiction of ~~incorpo ration~~incorporation or organization)		37-1490331 (I.R.S. Employer Identification No.)
601 Riverside Avenue Jacksonville, Florida (Address of principal executive offices)		32204 (Zip Code)



Title of Each Class:		Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share		New York Stock Exchange



		Page
PART I
Item 1.	Business	32
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	1819
Item 2.	Properties	1819
Item 3.	Legal Proceedings	1819
Item 4.	Mine Safety Disclosures	20
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	2122
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 7A.	Quantitative and Qualitative Disclosure About Market Risks	3638
Item 8.	Financial Statements and Supplementary Data	3941
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8483
Item 9A.	Controls and Procedures	8483
Item 9B.	Other Information	8483

PART III
Item 10.	Directors and Executive Officers of the Registrant	8483
Item 11.	~~Executive Compensation~~	84Executive Compensation	83
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8483
Item 13.	Certain Relationships and Related Transactions	8483
Item ~~14.~~14.	Principal Accounting Fees and Services	8483

PART IV
Item 15.	Exhibits, Financial Statement Schedules	8483
Signatures		90
~~EX-10.43~~EX-3.2
~~EX-10.54~~
~~EX-10.61~~EX-3.3
~~EX-10.62~~EX-10.79
~~EX-10.63~~EX-10.80
~~EX-10.64~~EX-10.81
~~EX-10.65~~
~~EX-10.66~~EX-10.82
~~EX-10.67~~
~~EX-10.68~~
~~EX-10.69~~
~~EX-10.70~~EX-10.83
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 ~~Instance Document~~INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
~~EX-101 DEFINITION LINKBASE DOCUMENT~~



	Page Number
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	4042
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements	4143
Consolidated Balance Sheets as of December 31, ~~2010~~2012 and ~~2009~~2011	4244
Consolidated Statements of Earnings for the years ended December 31, ~~2010, 2009~~2012, 2011 and ~~2008~~2010	4345
Consolidated Statements of Comprehensive Earnings for the years ended December 31, 2012, 2011 and 2010	46
Consolidated Statements of Equity ~~and Comprehensive Earnings~~ for the years ended December 31, ~~2010, 2009~~2012, 2011 and ~~2008~~2010	4447
Consolidated Statements of Cash Flows for the years ended December 31, ~~2010, 2009~~2012, 2011 and ~~2008~~2010	4548
Notes to Consolidated Financial Statements	4649


	Year Ended December 31,
	2010(1)(2)(3)		2009(1)(2)(3)			2008(2)(3)		2007( 2)(3)		2006(3)
			(In millions, except per share data)
Statement of Earnings Data:
Processing and services revenues	$	5,269.5	$	3,711.1		$	3,359.5	$	2,820.5	$	2,363.9
Cost of revenues	3,637.7		2,741.5			2,616.1		2,237.5		1,906.6
Gross profit	1,631.8		969.6			743.4		583.0		457.3
Selling, general and administrative expenses	675.8		547.1			381.0		294.5		270.3
Impairment charges	154.9		136.9		& nbsp;	26.0		13.5


	As of December 31,
	2010 (1)		2009 (1)		2008 (1)		2007		2006
	(In millions, except per share data)
Balance Sheet Data:
Cash and cash equivalents	$	338.0	$	430.9	$	220.9	$	355.3	$	211.8
Goodwill	8,550.0		8,232.9		4,194.0		5,326.8		3,737.5
Other intangible assets, net	2,202.9		2,396.8		924.3		1,030.6		1,010.0
Total assets	14,161.8		13,997.6		7,500.4		9,794.6		7,630.6
Total long-term debt	5,192.1		3,253.3		2,514.5		4,275.4		3,009.5
Total FIS stockholders’ equity	6,403.2		8,308.9		3,532.8		3,781.2		3,142.7
Noncontrolling interest	158.4		209.7		164.2		14.2		13.0
Total equity	6,561.6		8 ,518.6		3,697.0		3,795.4		3,155.7
Cash dividends declared per share	$	0.20	$	0.20	$	0.20	$	0.20	$	0.20


	Quarter Ended (1)
	March 31,			June 30,		September 30,		December 31,
	(In millions, except per share data)
December 31, 2010			&n bsp;
Processing and services revenues	$	1,235.0		$	1,271.0	$	1,367.2	$	1,396.3
Gross profit	344.6			377.8		469.9		439.5
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated entities	153.9			152.2		133.1		177.1
Net earnings (loss) attributable to FIS common stockholders	93.6		&nbs p;	89.9		110. 4		110.6
Net earnings per share — basic attributable to FIS common stockh olders	$	0.25		$	0.24	$	0.33	$	0.37
Net earnings per share — diluted attribut able to FIS common stockholders	$	0.25		$	0.23	$	0.33	$	0.36
December 3 1, 2009
Processing and services revenues	$	783.1		$	816.3	$	828.7	$	1,283.0
Gross profit	176.2			206.4		223.3		363.7
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated entities	51.4			89.0		103.6		(80.3		)
Net earnings (loss) attributable to FIS common stockholders	33.0			59.2		67.6		(53.9		)
Net earnings (loss) per share — basic attributable to FIS common stockholders	$	0.17		$	0.31	$	0.35	$	(0.14	)
Net earnings (loss) per share — diluted attributable to FIS common stockholders	$	0.17		$	0.31	$	0.35	$	(0.14	)



	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	517.6		$	415.5
Settlement deposits	32.6			43.9
Trade receivables, net	925.7			858.5
Settlement receivables	128.3			78.1
Other receivables	30.2			30.0
Due from related parties	42.0			56.9
Prepaid expenses and other current assets	111.9			117.1
Deferred income taxes	55.9			74.0
Total current assets	1,844.2			1,674.0
Property and equipment, net	419.5			414.5
Goodwill	8,381.5			8,542.8
Intangible assets, net	1,576.2			1,903.3
Computer software, net	847.0			881.5
Deferred contract costs	211.2			232.7
Other noncurrent assets	270.1			224.4
Total assets	$	13,549.7		$	13,873.2
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	624.6		$	642.9
Due to Brazilian venture partner	18.8			36.5
Settlement payables	172.2			141.2
Current portion of long-term debt	153.9			259.2
Deferred revenues	287.3			276.5
Total current liabilities	1,256.8			1,356.3
Deferred revenues	42.2			55.9
Deferred income taxes	821.8			884.1
Long-term debt, excluding current portion	4,231.6			4,550.6
Due to Brazilian venture partner	40.5			50.6
Other long-term liabilities	363.2			324.5
Total liabilities	6,756.1			7,222.0
Equity:
FIS stockholders’ equity:
Preferred stock, $0.01 par value, 200 shares authorized, none issued and outstanding as of December 31, 2012 and 2011	—			—
Common stock, $0.01 par value, 600 shares authorized, 385.9 and 384.6 shares issued as of December 31, 2012 and 2011, respectively	3.8			3.8
Additional paid in capital	7,197.0			7,224.7
Retained earnings	2,105.8			1,880.4
Accumulated other comprehensive earnings	30.0			36.3
Treasury stock, $0.01 par value, 91.8 and 91.7 shares as of December 31, 2012 and 2011, respectively, at cost	(2,695.7		)	(2,642.2		)
Total FIS stockholders’ equity	6,640.9			6,503.0
Noncontrolling interest	152.7			148.2
Total equity	6,793.6			6,651.2
Total liabilities and equity	$	13,549.7		$	13,873.2

FIDELITY NATIONAL INFORMATION SERVICES, INC. AND SUBSIDIARIES Consolidated Statements of Equity Years ended December 31, 2012, 2011 and 2010 (In millions, except per share amounts)

				Amount
				FIS Stockholders
												Accumulated
	Number of shares					Additional						other
	Common	Treasury		Common		paid in			Retained			comprehensive			Treasury			Noncontrolling			Total
	shares	shares		stock		capital			earnings			earnings			stock			interest			equity
Balances, December 31, 2009	381.1	(6.6	)	$	3.8	$	7,345.1		$	1,134.6		$	82.2		$	(256.8	)	$	209.7		$	8,518.6
Issuance of restricted stock	1.6	—		—		—			—			—			—			—			—
Exercise of stock options and stock purchase rights	—	13.6		—		(228.1		)	—			—			442.9			—			214.8
Treasury shares held for taxes due upon exercise of stock options	—	(0.2	)	—		—			—			—			(5.8		)	—			(5.8		)
Excess income tax benefit from exercise of stock options	—	—		—		22.3			—			—			—			—			22.3
Stock-based compensation	—	—		—		58.7			—			—			—			—			58.7
Cash dividends declared ($0.20 per share) and other distributions	—	—		—		—			(67.9		)	—			—			(8.1		)	(76.0		)
Purchases of treasury stock	—	(87.6	)	—		—			—			—			(2,539.7		)	—			(2,539.7		)
Other	—	—		—		1.7			—			—			—			(1.1		)	0.6
Net earnings	—	—		—		—			404.5			—			—			(46.6		)	357.9
Other comprehensive earnings, net of tax	—	—		—		—			—			5.7			—			4.5			10.2
Balances, December 31, 2010	382.7	(80.8	)	$	3.8	$	7,199.7		$	1,471.2		$	87.9		$	(2,359.4	)	$	158.4		$	6,561.6
Issuance of restricted stock	1.9	—		—		—			—			—			—			—			—
Exercise of stock options and stock purchase rights	—	4.5		—		(47.2		)	—			—			129.8			—			82.6
Treasury shares held for taxes due upon exercise of stock options	—	(0.4	)	—		—			—			—			(13.4		)	—			(13.4		)
Excess income tax benefit from exercise of stock options	—	—		—		7.5			—			—			—			—			7.5
Stock-based compensation	—	—		—		64.7			—			—			—			—			64.7
Cash dividends declared ($0.20 per share) and other distributions	—	—		—		—			(60.4		)	—			—			(3.6		)	(64.0		)
Purchases of treasury stock	—	(15.0	)	—		—			—			—			(399.2		)	—			(399.2		)
Other	—	—		—		—			—			—			—			(4.7		)	(4.7		)
Net earnings	—	—		—		—			469.6			—			—			11.5			481.1
Other comprehensive earnings, net of tax	—	—		—		—			—			(51.6		)	—			(13.4		)	(65.0		)
Balances, December 31, 2011	384.6	(91.7	)	$	3.8	$	7,224.7		$	1,880.4		$	36.3		$	(2,642.2	)	$	148.2		$	6,651.2
Issuance of restricted stock	1.3	—		—		—			—			—			—			—			—
Exercise of stock options and stock purchase right	—	16.2		—		(142.1		)	—			—			475.7			—			333.6
Treasury shares held for taxes due upon exercise of stock options	—	(2.3	)	—		—			—			—			(77.8		)	—			(77.8		)
Excess income tax benefit from exercise of stock options	—	—		—		30.6			—			—			—			—			30.6
Stock-based compensation	—	—		—		83.8			—			—			—			—			83.8
Cash dividends paid ($0.80 per share) and other distributions	—	—		—		—			(235.8		)	—			—			(4.7		)	(240.5		)
Purchases of treasury stock	—	(14.0	)	—		—			—			—			(451.4		)	—			(451.4		)
Net earnings	—	—		—		—			461.2			—			—			19.9			481.1
Other comprehensive earnings, net of tax	—	—		—		—			—			(6.3		)	—			(10.7		)	(17.0		)
Balances, December 31, 2012	385.9	(91.8	)	$	3.8	$	7,197.0		$	2,105.8		$	30.0		$	(2,695.7	)	$	152.7		$	6,793.6


•	~~Inputs that are derived principally from or corroborated by observable market data by correlation or other means.~~



	2011 Impairments Resulting from Fair Value Measurement
	Valuation Determined by Quoted Prices in Active Markets		Valuation Techniques Based on Observable Market Data		Valuation Techniques Incorporating Information Other Than Observable Market Data
	(Level 1)		(Level 2)		(Level 3)		Total Impairment
Asset Category:
Intangible assets, net (Note 9)	$	—	$	—	$	9.1	$	9.1
Other noncurrent assets (1)	34.0		—		—		34.0
Total	$	34.0	$	—	$	9.1	$	43.1


(1)	Other-than-temporary impairment in the fourth quarter of 2011 of available-for-sale securities acquired in conjunction with the acquisition of Metavante Technologies, Inc. ("Metavante"). Amount derived based on quoted market prices (Level 1-type measurement) and included in other income (expense), net.


	2010 Impairments Resulting from Fair Value Measurement									2010 Impairments Resulting from Fair Value Measurement
	Valuation Determined by Quoted Prices in Active Markets			Valuation Techniques Based on Observable Market Data		Valuation Techniques Incorporating Information Other Than Observable Market Data				Valuation Determined by Quoted Prices in Active Markets		Valuation Techniques Based on Observable Market Data		Valuation Techniques Incorporating Information Other Than Observable Market Data
	(Level 1)			(Level 2)		(Level 3)		Total Impairment		(Level 1)		(Level 2)		(Level 3)		Total Impairment
Asset Category:
Intangible assets, net (Note 9)	$	—		$	—	$	140.3	$	140.3	$	—	$	—	$	140.3	$	140.3
Computer software, net (Note 10)	—		&nbs p;	—		14.6		14.6		—		—		14.6		14.6
Other noncurrent assets (1)	17.4			—		—		17.4		17.4		—		—		17.4
Asset impairment classified as discontinued operations (2)										$	—	$	—	$	25.0	25.0
Total	$	17.4		$	—	$	154.9	$	172.3	$	17.4	$	—	$	179.9	$	197.3


(1)	~~Impairment~~ Other-than-temporary impairment in the fourth quarter of 2010 of available-for-sale securities acquired in conjunction with the Metavante acquisition. Amount derived based on quoted market prices (Level 1-type measurement) and included in other income (expense), net.


	2009 Impairments Resulting from Fair Value Measurement
	Valuation Determined by Quoted Prices in Active Markets		Valuation Techniques Based on Observable Market Data		Valuation Techniques Incorporating Information Other Than Observable Market Data
	(Level 1)		(Level 2)		(Level 3)			Total Impairment
Asset Category:
Intangible assets, net (Note 9)	$	—	$	—	$	124.0	& nbsp;	$	124.0
Computer software, net (Note 10)	—		—		12.9			12.9
Total	$	—	$	—	$	136.9		$	136.9


~~(d)~~ (2)	~~Derivative Financial Instruments~~Impairment charges related to the write-down of property and equipment and intangible assets related to Fidelity National Participacoes Ltda. (“Participacoes”) classified as discontinued operations in the Consolidated Statements of Earnings (Note 3).


Allowance for doubtful accounts as of December 31, 2007	$	(53.4	)
Bad debt expense	(34.0		)
Transfers related to LPS spin-off	33.8
Write-offs	13.0
Allowance for doubtful accounts as of December 31, 2008	(40.6		)
Bad debt expense	(27.6		)
Write-offs	26.4

Allowance for doubtful accounts as of December 31, 2009	(41.8		)	$	(41.8	)
Bad debt expense	(16.5		)	(16.5		)
Write-offs	25.2			25.2
Allowance for doubtful accounts as of December 31, 2010	$	(33.1	)	(33.1		)
Bad debt expense				(6.5		)
Write-offs				6.5
Allowance for doubtful accounts as of December 31, 2011				(33.1		)
Bad debt expense				(5.4		)
Write-offs				18.6
Allowance for doubtful accounts as of December 31, 2012				$	(19.9	)


~~(o)~~	~~Cost of Revenue and Selling, General and Administrative Expenses~~


Value of Metavante common stock	$	4,066.4
Value of Metavante stock awards	121.4
Total purchase price	$	4,187.8



	Statement of Earnings Classification	2010
Cash Item:
Receipt of termination fee	Processing and services revenue	$	83.3

Non-cash Items:
Write-down of notes payable	Other income (expense)	19.4
Write-off of capitalized software	Impairment charges	14.6
Write-down of contract intangible	Impairment charges	140.3

Income tax effect of above items	Provision for income taxes	(19.3		)

Minority partner's share of write-downs, net of tax	Net (earnings) loss attributable to noncontrolling interest	50.1

Net impact on earnings attributable to FIS common stockholders		$	17.2



	2012			2011
Land	$	28.0		$	28.0
Buildings	177.7			170.0
Leasehold improvements	98.3			89.3
Computer equipment	546.4			483.4
Furniture, fixtures, and other equipment	125.1			112.0
	975.5			882.7
Accumulated depreciation and amortization	(556.0		)	(468.2		)
	$	419.5		$	414.5



	FSG		PSG			ISG			Total
Balance, December 31, 2010	$	3,899.3	$	4,054.2		$	596.5		$	8,550.0
Goodwill acquired during 2011	9.2		—			2.9			12.1
Goodwill distributed through sale of non-strategic business	—		(14.8		)	—			(14.8		)
Purchase price and foreign currency adjustments	—		(0.6		)	(3.9		)	(4.5		)
Balance, December 31, 2011	3,908.5		4,038.8			595.5			8,542.8
Goodwill acquired during 2012	40.5		—			2.2			42.7
Goodwill distributed through sale of non-strategic business	—		(205.1		)	—			(205.1		)
Purchase price and foreign currency adjustments	—		(0.5		)	1.6			1.1
Balance, December 31, 2012	$	3,949.0	$	3,833.2		$	599.3		$	8,381.5



	Cost		Accumulated Amortization			Net
Customer relationships	$	2,843.3	$	(1,375.7	)	$	1,467.6
Trademarks	119.3		(10.7		)	108.6
	$	2,962.6	$	(1,386.4	)	$	1,576.2



	2012			2011
Software from business acquisitions	$	525.0		$	582.7
Capitalized software development costs	760.2			757.2
Purchased software	166.4			177.1
Computer software	1,451.6			1,517.0
Accumulated amortization	(604.6		)	(635.5		)
Computer software, net of accumulated amortization	$	847.0		$	881.5



	2012		2011
Installations and conversions in progress	$	12.0	$	15.3
Installations and conversions completed, net	123.3		149.5
Other, net	75.9		67.9
Total deferred contract costs	$	211.2	$	232.7



	2012		2011
Salaries and incentives	$	121.4	$	99.8
Accrued benefits and payroll taxes	54.2		47.0
Trade accounts payable	93.4		100.6
Reserve for claims and claims payable	23.7		23.6
Accrued interest payable	59.8		54.0
Taxes other than income tax	51.4		51.4
Other accrued liabilities	220.7		266.5
Total accounts payable and accrued liabilities	$	624.6	$	642.9



	2012			2011
Term Loan A-2, quarterly principal amortization (1)	$	250.0		$	2,088.6
Term Loan A-3, quarterly principal amortization (2)	2,021.3			—
New Term Loan B	—			1,250.0
Senior Notes due 2017, interest payable semi-annually at 7.625%	750.0			750.0
Senior Notes due 2020, interest payable semi-annually at 7.875%	500.0			500.0
Senior Notes due 2022, interest payable semi-annually at 5.000%	700.0			—
Revolving Loan, (3)	126.3			175.0
Other	37.9			46.2
	4,385.5			4,809.8
Current portion	(153.9		)	(259.2		)
Long-term debt, excluding current portion	$	4,231.6		$	4,550.6


(1)	As of December 31, 2012, the weighted average interest rate on the Term Loan A-2 was 2.45%. The Term Loan A-2 was repaid in full on January 11, 2013 through additional borrowings on our Revolving Loan.


(2)	Interest on the Term Loan A-3 is generally payable at LIBOR plus an applicable margin of up to 2.25% based upon the Company's corporate credit ratings and the ratings on the FIS Credit Agreement. As of December 31, 2012, the weighted average interest rate on the Term Loan A-3 was 2.21%.


(3)	Interest on the Revolving Loan is generally payable at LIBOR plus an applicable margin of up to 2.25% plus an unused commitment fee of up to 0.35%, each based upon the Company's corporate credit ratings and the ratings on the FIS Credit Agreement. As of December 31, 2012, the applicable margin on the Revolving Loan, excluding facility fees and unused commitment fees, was 2.00%.



	Term Loan A-2		Term Loan A-3		2017 Notes		2020 Notes		2022 Notes		Total
2013	$	—	$	144.4	$	—	$	—	$	—	$	144.4
2014	250.0		196.9		—		—		—		446.9
2015	—		288.7		—		—		—		288.7
2016	—		393.8		—		—		—		393.8
2017	—		997.5		750.0		—		—		1,747.5
Thereafter	—		—		—		500.0		700.0		1,200.0
Total	$	250.0	$	2,021.3	$	750.0	$	500.0	$	700.0	$	4,221.3


Cash	$	439.7
Trade and other receivables	237.9
Land, buildings, and equipment	119.8
Other assets	144.4
Computer software	287.7
Intangible assets	1,572.0



	December 31, 2012			December 31, 2011
	Balance sheet location	Fair value		Balance sheet location	Fair value
Interest rate swap contracts	Accounts payable and accrued liabilities	$	1.0	Accounts payable and accrued liabilities	$	3.4
Interest rate swap contracts	Other long-term liabilities	9.4		Other long-term liabilities	4.0
Total derivatives designated as hedging instruments		$	10.4		$	7.4

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)