Table	of	Contents

# UNITED	STATES	SECURITIES	AND	EXCHANGE	COMMISSION

# 	 ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# For	the	fiscal	year	ended	December	31,	2010

# o TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF 1934

For	the	transition	period	from										to

# Fidelity	National	Information	Services,	Inc.

(Exact	name	of	registrant	as	specified	in	its	charter)

Georgia

(State	or	other	jurisdiction	of	incorporation	or	organization)

601	Riverside	Avenue Jacksonville,	Florida

(Address	of	principal	executive	offices)

(Registrant's	telephone	number,	including	area	code)

# Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	Each	Class:

Common	Stock,	par	value	$0.01	per	share

(I.R.S.	Employer	Identification	No.)

(Zip	Code)

Name	of	Each	Exchange	on	Which

Registered:

New	York	Stock	Exchange

# Securities	registered	pursuant	to	Section	12(g)	of	the	Act:	None

(Title	of	Class)

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.		Yes	x					No	o Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.		Yes	o					No	x

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past 90	days.		Yes	x					No	o

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	(§	232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant was	required	to	submit	and	post	such	files).		Yes	x					No	o

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.		x Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	the definitions	of	"large	accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	one):

Large	accelerated	filer	x

Accelerated	filer	o

Non-accelerated	filer	o

Smaller	reporting	company	o

(Do	not	check	if	a	smaller	reporting	company)

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act)	Yes	o			No	x

As	of	June	30,	2010,	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	based	on	the	closing	sale	price	of	$26.82	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	as	of	January	31,	2011.

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

|  | PART	I |  |
| :--- | :--- | :--- |
| Item\t1. | Business | 3 |
| Item\t1A. | Risk\tFactors | 10 |
| Item\t1B. | Unresolved\tStaff\tComments | 18 |
| Item\t2. | Properties | 18 |
| Item\t3. | Legal\tProceedings | 18 |
|  | PART\tII |  |
| Item\t5. | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 20 |
| Item\t6. | Selected\tFinancial\tData | 21 |
| Item\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 24 |
| Item\t7A. | Quantitative\tand\tQualitative\tDisclosure\tAbout\tMarket\tRisks | 36 |
| Item\t8. | Financial\tStatements\tand\tSupplementary\tData | 39 |
| Item\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 84 |
| Item\t9A. | Controls\tand\tProcedures | 84 |
| Item\t9B. | Other\tInformation | 84 |
|  | PART\tIII |  |
| Item\t10. | Directors\tand\tExecutive\tOfficers\tof\tthe\tRegistrant | 84 |
| Item\t11. | Executive\tCompensation | 84 |
| Item\t12. | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | 84 |
| Item\t13. | Certain\tRelationships\tand\tRelated\tTransactions | 84 |
| Item\t14. | Principal\tAccounting\tFees\tand\tServices | 84 |
|  | PART\tIV |  |
| Item\t15. | Exhibits,\tFinancial\tStatement\tSchedules | 84 |
| Signatures |  | 90 |

EX-32.1 EX-32.2 EX-101	Instance	Document EX-101	SCHEMA	DOCUMENT EX-101	CALCULATION	LINKBASE	DOCUMENT EX-101	LABELS	LINKBASE	DOCUMENT EX-101	PRESENTATION	LINKBASE	DOCUMENT EX-101	DEFINITION	LINKBASE	DOCUMENT

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.

# PART	I

# Narrative	Description	of	the	Business

FIS	is	one	of	the	world's	largest	global	providers	dedicated	to	banking	and	payments	technologies.	We	offer	financial	institution	core	processing,	card	issuer	and transaction	processing	services,	including	the	NYCE	Network,	a	leading	national	electronic	funds	transfer	(EFT)	network.	FIS	is	a	member	of	the	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	most segments	of	the	financial	services	industry.	These	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	processing	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	dedicated	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	statements	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.

Our	growth	has	been	driven	organically	as	well	as	through	an	active	acquisition	program,	which	has	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	processing services,	card	issuer	services,	risk	management	solutions,	EFT	services,	prepaid/gift	card	processing	as	well	as	solutions	for	global	organizations	and	for	those	domiciled outside	of	North	America.		These	strategic	transactions	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	reporting	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	services	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	processing	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.

# Strategy

Our	mission	is	to	achieve	profitable	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.

•				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	centralized	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.

# Revenues	by	Segment

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

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| FSG | $1,890.8 | $1,260.0 | $1,135.8 |
| PSG | 2,478.1 | 1,741.9 | 1,526.3 |
| ISG | 917.0 | 724.3 | 699.9 |
| Corporate\t&\tOther | (16.4) | (15.1) | (2.5) |
| Total\tConsolidated\tRevenues | $5,269.5 | $3,711.1 | $3,359.5 |

# Financial	Solutions	Group

The	focus	of	FSG	is	to	provide	the	most	comprehensive	software	and	services	for	the	core	processing,	customer	channel,	treasury,	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	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	expertise	gained through	the	foregoing	arrangements,	some	clients	also	use	us	to	manage	their	IT	operations	without	providing	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	aggregation,	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-facing	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	assessment	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	risk 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.

•				Syndicated	Loan	Applications.		Our	syndicated	loan	applications	are	designed	to	support	wholesale	and	commercial	banking	requirements	necessary	for	all aspects	of	syndicated	commercial	loan	origination	and	management.

•				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.

•				Strategic	Consulting	Services.	With	the	December	2010	acquisition	of	Capco,	we	have	broadened	our	capabilities	to	provide	integrated	consulting,	technology and	complex,	large-scale	transformation	services.	Capco	specializes	in	banking;	capital	markets;	wealth	and	investment	management;	finance,	risk	and compliance;	and	technology.

# 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	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	and government	payments	markets.	PSG	customers	typically	commit	to	multi-year	contracts	that	provide	recurring	revenues	based	on	underlying	payment	transaction volumes.

•				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	solutions	for development,	processing	and	administration	of	stored-value	programs.

•				Item	Processing	and	Output	Services.		Our	item	processing	services	furnish	financial	institutions	with	the	equipment	needed	to	capture	data	from	checks, transaction	tickets	and	other	items;	image	and	sort	items;	process	exceptions	through	keying;	and	perform	balancing,	archiving	and	the	production	of statements.	Our	item	processing	services	are	utilized	by	more	than	1,500	financial	institutions	and	are	performed	at	one	of	our	23	item	processing	centers located	throughout	the	U.S.	or	on-site	at	customer	locations.	Our	extensive	solutions	include	distributed	(i.e.,	non-centralized)	data	capture,	check	and remittance	processing,	fraud	detection,	and	document	and	report	management.	Customers	encompass	banks	and	corporations	of	all	sizes,	from	de	novo	banks to	the	largest	financial	institutions	and	corporations.	As	part	of	our	image	solutions	services,	our	Endpoint	Exchange	Network	enables	U.S.	financial	institutions to	clear	their	check-based	transactions	by	allowing	for	the	exchange	of	check	images	between	member	institutions.	We	offer	a	number	of	output	services	that are	ancillary	to	the	primary	solutions	we	provide,	including	print	and	mail	capabilities	and	card	personalization	fulfillment	services.	Helping	clients	manage their	documents,	our	CSF®	Designer	document	composition	software	is	used	by	many	clients	in	various	industries	to	furnish	printed	or	electronically	produced invoices	and	statements	for	customized	customer	communication.	Our	print	and	mail	services	offer	complete	computer	output	solutions	for	the	creation, management	and	delivery	of	print	and	fulfillment	needs.	We	provide	our	card	personalization	fulfillment	services	for	branded	credit	cards	and	branded	and non-branded	debit	and	prepaid	cards.

•				Credit	Card	Solutions.		More	than	6,200	financial	institutions	utilize	a	combination	of	our	technology	and/or	services	to	issue	VISA®,	MasterCard®	or American	Express®	branded	credit	and	debit	cards	or	other	electronic	payment	cards	for	use	by	both	consumer	and	business	accounts.	Our	services	range	from card	production	and	activation	to	an	extensive	range	of	fraud	management	services	to	value-added	loyalty	programs	designed	to	increase	card	usage	and	fee- based	revenues.	The	majority	of	our	programs	are	full	service,	including	most	of	the	operations	and	support	necessary	for	an	issuer	to	operate	a	credit	card program.	We	do	not	make	credit	decisions	for	our	card	issuing

customers,	nor	do	we	fund	their	receivables.	In	addition,	our	merchant	card	processing	service	provides	everything	a	financial	institution	needs	to	manage	its merchant	card	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	27	operations	centers	around	the	world.	Our	payment	solutions	services	include	fully	outsourced	card-issuer	services	and	customer	support, item	processing	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%	of	total	2010	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,	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,	finance,	legal,	accounting,	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.

# Sales	and	Marketing

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,	Trademarks	and	Other	Intellectual	Property

The	Company	owns	intellectual	property	including	trademarks,	trade	names	and	patents	that	are	important	to	its	future	success.	We	rely	on	a	combination	of	contractual restrictions,	internal	security	practices,	patents	and	applicable	law	to	establish	and	protect	our	software,	technology	and	expertise	worldwide.	We	rely	on	trademark	law to	protect	our	rights	in	those	brands.	While	we	intend	to	continue	taking	appropriate	measures	to	protect	our	intellectual	property	rights,	these	legal	protections	and arrangements	afford	only	limited	protection,	and	there	is	no	assurance	that	our	competitors	will	not	independently	develop	or	license	products,	services,	or	capabilities that	are	substantially	equivalent	or	superior	to	ours.	In	general,	we	own	the	proprietary	rights	necessary	for	the	conduct	of	our	business,	although	we	do	license	certain items	from	third	parties	under	arms-length	agreements	for	varying	terms.

# Competition

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	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,	S1Corporation,	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	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	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 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,	2009	and	2008,	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	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	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	these	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	with	more	than	$10	billion	in	assets,	enforce consumer	protection	rules	promulgated	by	the	Bureau;	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.	Since	the	regulations	implementing	the	act	have	not	yet	been	finalized,	we	are	uncertain	as	to	what	degree	the legislation	may	affect	our	business	in	the	future.

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	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	payment	network.		This	law	will	result 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	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	sale	of	stored	value	cards	to	register	as	a	money	transmitter	with	that	jurisdiction's	banking	department.

Also	included	in	the	Dodd-Frank	Act	is	a	requirement	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,	the	amount	of	interchange	fees	that	issuers	(with	more	than $10	billion	in	assets)	may	charge	must	be	"reasonable	and	proportional"	to	the	cost	incurred	by	the	issuer.	Network	fees	are	regulated	to	the	extent	that	they	are used	to	circumvent	restrictions	on	interchange	fees	or	compensate	issuers	with	respect	to	electronic	debit	card	transactions.	The	legislation	also	requires	that	the regulations	to	be	enacted	by	the	Federal	Reserve	Board	prohibit	issuers	from	restricting	the	processing	of	transactions	to	networks	they	own	or	are	affiliated with	and	from	"inhibiting"	retailers'	abilities	to	route	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	per	transaction	average	rate.	For	FIS,	interchange	fees	are	primarily	pass-through	fees	and	this	change	would	not	have	a	direct impact	to	our	earnings.	However,	it	is	uncertain	what	the	indirect	impact	will	be	on	FIS	as	our	clients	are	faced	with	significant	revenue	reductions	from	the interchange	rate	changes.	Moreover,	since	the	regulations	implementing	the	act	have	not	been	finalized,	we	are	uncertain	as	to	what	degree	the	legislation	may affect	our	business	in	the	future.	The	proposed	regulations	do	not	appear	to	be	intended	to	directly	affect	interchange	fees	applicable	to	credit	card	transactions, but	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	is	not	greater	than	$10.

As	a	provider	of	electronic	data	processing	and	back-office	services	to	financial	institutions	we	are	also	subject	to	regulatory	oversight	and	examination	by	the Federal	Financial	Institutions	Examination	Council,	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	regulatory authorities.	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	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	effect	on	our	company, 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.

# Employees

As	of	December	31,	2010,	we	had	approximately	33,000	employees,	including	approximately	19,000	employees	principally	employed	outside	of	the	U.S.	None	of our	U.S.	workforce	currently	is	unionized.	Approximately	11,500	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	10-Q,	and	Current	Reports	on Form	8-K,	and	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.

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	and	Industry

# Consolidations	and	business	failures	in	the	banking	and	financial	services	industry	could	adversely	affect	our	business	by	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	consolidations	and	failures	reduce	the	number	of	our	potential	customers	and	may	reduce	the	number	of	our	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	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	meet	the	demands	of	the	marketplace	and	achieve	market	acceptance.	Any	of	these	developments	could	have	an	adverse	impact	on our	future	revenues	and/or	business	prospects.

# 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	increases	in	interest	rates	in	key	countries	in	which	we	operate	may	adversely	affect	consumer	spending	including	related consumer	debt,	reduce	check	writing,	change	credit	and	debit	card	usage,	and	may	adversely	affect	our	financial	performance	by	reducing	the	number	or	average purchase	amount	of	transactions	which	we	service.

# 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	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	and	making	ongoing	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	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	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	as	to	the	value.	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	significant	funds	and	management	resources	or	we	experience	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.	On	some	occasions,	this	pricing	pressure	results	in	lower	revenue	from	a	client than	we	had	anticipated	based	on	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	pursue	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	interest,	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)	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	disclaimers	and	limitation-of-liability	provisions	in	our	license	and	customer	agreements,	we	cannot	be	certain	that these	measures	will	always	be	successful	in	limiting	our	liability.

# The	Dodd-Frank	Act	may	result	in	business	changes	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	were	passed	and	signed	into	law	in	2010.	The	Dodd-Frank	Act	represents	a	comprehensive	overhaul	of	the	financial	services	industry	within	the	United States,	establishes	the	new	federal	Bureau	of	Consumer	Financial	Protection	and	will	require	this	and	other	federal	agencies	to	implement	many	new	regulations.	The Durbin	amendment	could	alter	the	fees	charged	by	card	associations	and	debit	networks.

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.	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.	Further,	requirements	of	the	new	regulations	could	result	in	changes	in	our	customers' business	practices	that	may	alter	their	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	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,	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.

The	Dodd-Frank	Act	and	associated	Durbin	amendment	passed	in	2010	may	compound	this	risk	and	have	an	adverse	effect	on	our	customers	and/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.

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.

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	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	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.	The	impact	from	the	proposed regulations	will	not	be	known	until	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	to	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	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	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 provider,	we	could	be	subject	to	regulatory	actions,	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	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	Fair	Credit	Reporting	Act,	the	Debt	Collection	Practices	Act and	applicable	Privacy	requirements.	Further,	our	international	businesses	must	comply	with	applicable	U.S.	laws	such	as	the	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	regulations	and	industry	security	requirements	imposed	on	providers	of	services	to	financial institutions	and	card	processing	services	could	harm	our	business	by	disrupting	our	delivery	of	services	and	damaging	our	reputation.

					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 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.	Unauthorized	access	to	our	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.

					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

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	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	our	relationship	with	administrative	agencies.

# 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)	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.

# 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	may	be	less	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")	payments	and	check	clearing	that	supports	consumers,	financial	institutions	and	other	businesses.	These	payment	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	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.

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

Our	international	operations	represent	17%	of	total	2010	revenues,	with	approximately	16%	or	our	total	revenues	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.

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	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	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.

# 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	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	any	other	legal	proceeding,	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.

# Unfavorable	resolution	of	tax	contingencies	could	adversely	affect	our	tax	expense.

Our	tax	returns	and	positions	are	subject	to	review	and	audit	by	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	and	other	officers	and	directors	have	interests	and	positions	that	could	present	potential	conflicts.

We	and	certain	of	our	subsidiaries	are	parties	to	a	variety	of	related	party	agreements	and	relationships	with	FNF	and	LPS.	William	P.	Foley,	II,	who	is	our Chairman,	is	currently	the	Chairman	of	the	board	of	directors	of	FNF.	Brent	B.	Bickett	and	Michael	L.	Gravelle,	who	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	result	of	the foregoing,	there	may	be	circumstances	where	certain	of	our	executive	officers	and	directors	may	be	subject	to	conflicts	of	interest	with	respect	to,	among	other	things: (i)	our	ongoing	relationships	with	FNF	and	LPS,	including	related	party	agreements	and	other	arrangements	with	respect	to	the	administration	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.

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

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	independent	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	we	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	business	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,	goodwill	aggregated	to	$8,550.0	million,	or	60.4%	of	total	assets,	and	other	indefinite	lived	intangible	assets	aggregated	to	$90.5	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	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.	Additionally,	the	fair	value	of	indefinite	lived	intangible	assets	was	in excess	of	the	carrying	value	of	those	assets.	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.	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.

# 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,	our	future	financial and	operating	results.	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	could	differ	materially	from those	anticipated	in	these	statements

as	a	result	of	a	number	of	factors,	including,	but	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;

•				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	privacy

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	any	obligation	(and	expressly	disclaim	any	such	obligation)	to	update	or	alter	our	forward-looking	statements,	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.

# None.

FIS'	corporate	headquarters	is	located	at	601	Riverside	Avenue,	Jacksonville,	Florida	in	a	facility	leased	from	LPS.	In	addition,	FIS	owns	or	leases	support	centers, data	processing	facilities	and	other	facilities	at	over	210	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	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.

In	the	ordinary	course	of	business,	the	Company	is	involved	in	various	pending	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	listed	below,	depart	from	customary	litigation	incidental	to	its business.

# Driver's	Privacy	Protection	Act

A	putative	class	action	lawsuit	styled	Richard	Fresco,	et	al.	v.	Automotive	Directions,	Inc.	et	al.,	was	filed	against	eFunds	Corporation	("eFunds"),	a	wholly-owned subsidiary	of	FIS,	and	seven	other	non-related	parties	in	the	U.S.	District	Court	for	the	Southern	District	of	Florida	during	the	second	quarter	of	2003.	The	complaint alleged	that	eFunds	purchased	motor	vehicle	records	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	court

over	the	objection	of	a	group	of	Texas	drivers	and	motor	vehicle	record	holders.	The	Florida	case	was	dismissed	without	prejudice	during	the	fourth	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	filed	in	the	U.S.	District Court	for	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.

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,	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	a	motion	to	dismiss	or	in	the	alternative,	stay	the	action	against	it	based	upon	the	earlier	settlement,	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	motion	was	granted.	In	the	fourth	quarter	of	2008,	the	Texas	district	court	in	the	Acxiom	case	dismissed	with	prejudice	all	claims	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.	The	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	appropriate 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	granted	with	respect	to	two	subclasses	during	the	first	quarter	of	2010.	The	motion	was	denied	with	respect to	all	other	subclasses.	The	Company	filed	a	motion	for	reconsideration.	The	motion	was	granted	and	the	two	subclasses	were	decertified.	The	plaintiff	also	filed	motions to	amend	her	complaint	to	add	two	additional	plaintiffs	to	the	lawsuit.	The	court	granted	the	motions.	During	the	second	quarter	of	2010,	the	Company	filed	a	motion	for summary	judgment	as	to	the	original	plaintiff	and	a	motion	for	sanctions	against	the	plaintiff	and	her	counsel	based	on	plaintiff's	alleged	false	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.

# 					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	indemnifies	its	customers	against	damages	and	costs	resulting	from	claims	of	patent,	copyright,	or	trademark	infringement	associated	with	use	of its	software	through	software	licensing	agreements.	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.

# PART	II

# 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	and	2009.

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\tQuarter | $24.84 | $22.28 | $0.05 |
| Second\tQuarter | $29.90 | $23.69 | $0.05 |
| Third\tQuarter\t(a) | $28.79 | $25.66 | $0.05 |
| Fourth\tQuarter\t(a) | $28.82 | $26.57 | $0.05 |
| 2009 |  |  |  |
| First\tQuarter | $18.55 | $15.52 | $0.05 |
| Second\tQuarter | $20.49 | $16.88 | $0.05 |
| Third\tQuarter | $25.70 | $19.43 | $0.05 |
| Fourth\tQuarter | $24.85 | $21.76 | $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,	there	were	approximately	19,356	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	in	the	future.	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	per	common	share	is	payable	March	31,	2011 to	shareholders	of	record	as	of	the	close	of	business	on	March	17,	2011.

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

On	May	25,	2010,	our	Board	of	Directors	authorized	a	leveraged	recapitalization	plan	to	repurchase	up	to	$2.5	billion	of	our	common	stock	at	a	price	range	of $29.00	-	$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,	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.

# 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,	and	ending	on December	31,	2010.	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,	$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.

# 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	Supplementary	Data,	included	elsewhere	in	this	report.

On	October	1,	2009,	we	completed	the	acquisition	of	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.	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.

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.

|  | 2010(1)(2)(3) | 2009(1)(2)(3) | 2008(2)(3) | 2007(2)(3) | 2006(3) |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tmillions,\texcept\tper\tshare\tdata) | (In\tmillions,\texcept\tper\tshare\tdata) | (In\tmillions,\texcept\tper\tshare\tdata) |  |
| Statement\tof\tEarnings\tData: |  |  |  |  |  |
| Processing\tand\tservices\trevenues | $5,269.5 | $3,711.1 | $3,359.5 | $2,820.5 | $2,363.9 |
| Cost\tof\trevenues | 3,637.7 | 2,741.5 | 2,616.1 | 2,237.5 | 1,906.6 |
| Gross\tprofit | 1,631.8 | 969.6 | 743.4 | 583.0 | 457.3 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 675.8 | 547.1 | 381.0 | 294.5 | 270.3 |
| Impairment\tcharges | 154.9 | 136.9 | 26.0 | 13.5 | — |
| Operating\tincome | 801.1 | 285.6 | 336.4 | 275.0 | 187.0 |
| Other\tincome\t(expense) | (184.8) | (121.9) | (155.6) | 102.4 | (188.4) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tequity\tin\nearnings\t(loss)\tof\tunconsolidated\tentities | 616.3 | 163.7 | 180.8 | 377.4 | (1.4) |
| Provision\tfor\tincome\ttaxes | 215.3 | 54.7 | 57.6 | 133.0 | (5.8) |
| Equity\tin\tearnings\t(loss)\tof\tunconsolidated\tentities | — | — | (0.2) | 2.8 | 5.8 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations,\tnet\tof\ttax | 401.0 | 109.0 | 123.0 | 247.2 | 10.2 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax\t(4) | (43.1) | (0.5) | 96.5 | 313.9 | 247.9 |
| Net\tearnings | 357.9 | 108.5 | 219.5 | 561.1 | 258.1 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | 46.6 | (2.6) | (4.7) | 0.1 | 1.0 |
| Net\tearnings\tattributable\tto\tFIS | $404.5 | $105.9 | $214.8 | $561.2 | $259.1 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\ncommon\tstockholders | $1.30 | $0.45 | $0.62 | $1.28 | $0.06 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\nFIS\tcommon\tstockholders\t(4) | (0.12) | (0.00) | 0.50 | 1.63 | 1.33 |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $1.17 | $0.45 | $1.12 | $2.91 | $1.39 |
| Weighted\taverage\tshares\t—\tbasic | 345.1 | 236.4 | 191.6 | 193.1 | 185.9 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations | $1.27 | $0.44 | $0.61 | $1.25 | $0.06 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\t(4) | (0.12) | (0.00) | 0.50 | 1.60 | 1.31 |
| Net\tearnings\tper\tshare\t—\tdiluted | $1.15 | $0.44 | $1.11 | $2.86 | $1.37 |
| Weighted\taverage\tshares\t—\tdiluted | 352.0 | 239.4 | 193.5 | 196.5 | 189.2 |
| Amounts\tattributable\tto\tFIS\tcommon\tstockholders: |  |  |  |  |  |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | $447.6 | $106.4 | $118.9 | $246.3 | $11.2 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax\t(4) | (43.1) | (0.5) | 95.9 | 314.9 | 247.9 |
| Net\tearnings | $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"),

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.

|  | 2010	(1) | 2009	(1) | 2008	(1) | 2007 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tmillions,\texcept\tper\tshare\tdata) | (In\tmillions,\texcept\tper\tshare\tdata) | (In\tmillions,\texcept\tper\tshare\tdata) |  |
| Balance\tSheet\tData: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $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\tintangible\tassets,\tnet | 2,202.9 | 2,396.8 | 924.3 | 1,030.6 | 1,010.0 |
| Total\tassets | 14,161.8 | 13,997.6 | 7,500.4 | 9,794.6 | 7,630.6 |
| Total\tlong-term\tdebt | 5,192.1 | 3,253.3 | 2,514.5 | 4,275.4 | 3,009.5 |
| Total\tFIS\tstockholders'\tequity | 6,403.2 | 8,308.9 | 3,532.8 | 3,781.2 | 3,142.7 |
| Noncontrolling\tinterest | 158.4 | 209.7 | 164.2 | 14.2 | 13.0 |
| Total\tequity | 6,561.6 | 8,518.6 | 3,697.0 | 3,795.4 | 3,155.7 |
| Cash\tdividends\tdeclared\tper\tshare | $0.20 | $0.20 | $0.20 | $0.20 | $0.20 |

# Selected	Quarterly	Financial	Data

Selected	unaudited	quarterly	financial	data	is	as	follows:

| Processing	and	services	revenues | $1,235.0 | $1,271.0 | $1,367.2 | $1,396.3 |
| :--- | :--- | :--- | :--- | :--- |
| Gross\tprofit | 344.6 | 377.8 | 469.9 | 439.5 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tequity\tin\tearnings\n(loss)\tof\tunconsolidated\tentities | 153.9 | 152.2 | 133.1 | 177.1 |
| Net\tearnings\t(loss)\tattributable\tto\tFIS\tcommon\tstockholders | 93.6 | 89.9 | 110.4 | 110.6 |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $0.25 | $0.24 | $0.33 | $0.37 |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $0.25 | $0.23 | $0.33 | $0.36 |
| December\t31,\t2009 |  |  |  |  |
| Processing\tand\tservices\trevenues | $783.1 | $816.3 | $828.7 | $1,283.0 |
| Gross\tprofit | 176.2 | 206.4 | 223.3 | 363.7 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tequity\tin\tearnings\n(loss)\tof\tunconsolidated\tentities | 51.4 | 89.0 | 103.6 | (80.3) |
| Net\tearnings\t(loss)\tattributable\tto\tFIS\tcommon\tstockholders | 33.0 | 59.2 | 67.6 | (53.9) |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $0.17 | $0.31 | $0.35 | $(0.14) |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $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.

# 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	and	2009	and	for	the	years	ended	December	31,	2010,	2009	and	2008.

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	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	global	providers	dedicated	to	banking	and	payments	technologies.	We	offer	financial	institution	core	processing,	card	issuer	and transaction	processing	services,	including	the	NYCE	Network.	FIS	is	a	member	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.	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	and	the	results	of	operations	of	our	segments	are	discussed	below	in	Segment	Results	of	Operations.

# Business	Trends	and	Conditions

Approximately	85%	of	our	revenue	historically	is	considered	recurring,	which	provides	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	derived	from	transaction	processing	fees.	As	a	result,	lower deposit	and	card	transactions	associated	with	reduced	consumer	and	commercial	activity	will	adversely	impact	revenue.	In	addition,	sales	of	software	licenses	and professional	services,	which	have	represented	approximately	15%	of	our	revenue,	can	be	regarded	as	discretionary	spending	by	our	customers	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	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	synergies	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.

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

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	banking,	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	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	is	the	migration	to	an	outsourced	model	to	improve	profitability.

Consolidation	within	the	banking	industry	may	be	beneficial	or	detrimental	to	our	businesses.	When	consolidations	occur,	merger	partners	often	operate	disparate systems	licensed	from	competing	service	providers.	The	newly	formed	entity	generally	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	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.	We	seek	to	mitigate	the	risks	of	consolidations	by	offering	other	competitive services	to	take	advantage	of	specific	opportunities	at	the	surviving	company.

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	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	actions	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.

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

# 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	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.	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	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	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	million	and $41.8	million	at	December	31,	2010	and	2009,	respectively.

# Reserves	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	and	anticipated	recoveries	are	primarily determined	by	performing	a	historical	analysis

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	of	revenues.	The	estimated	check	returns	and	recovery	amounts	are	subject	to	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	million	and	$83.3	million,	respectively,	for	the	years	ended	December	31,	2010	and	2009.	A	ten	percent	difference	in	our	estimated check	guarantee	loss	reserve	net	of	estimated	recoveries	as	of	December	31,	2010	would	have	impacted	2010	net	earnings	by	less	than	$2.0	million	after-tax.

# 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	and	2009,	computer	software,	net	of	accumulated	amortization,	was	$909.0	million	and	$932.7	million,	respectively.	Purchased	software	is	recorded at	cost	and	amortized	using	the	straight	line	method	over	its	estimated	useful	life	and	software	acquired	in	business	combinations	is	recorded	at	its	fair	value	and amortized	using	straight	line	and	accelerated	methods	over	its	estimated	useful	life.	In	determining	useful	lives,	management	considers	historical	results	and technological	trends	which	may	influence	the	estimate.	Useful	lives	for	all	computer	software	range	from	3	to	10	years.	Amortization	expense	for	computer	software	was $195.1	million,	$149.8	million	and	$149.9	million	in	2010,	2009	and	2008,	respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statement	of	Earnings was	amortization	expense	on	computer	software	of	$3.3	million,	$0.7	million	and	$15.3	million	for	2010,	2009	and	2008,	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.	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	no	longer	indefinite.

We	review	the	carrying	value	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	compare	the	fair	value	of each	reporting	unit	to	its	carrying	value.	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	approach	utilizes	earnings	multiples	of	similarly	situated	guideline	public	companies.	If	the	fair	value	of	a	reporting	unit	exceeds	the	carrying	value	of	the reporting	unit's	net	assets,	goodwill	is	not	impaired	and	further	testing	is	not	required.	If	the	carrying	value	of	the	reporting	unit's	net	assets	exceeds	the	fair	value	of	the reporting	unit,	then	we	perform	the	second	step	of	the	impairment	test	to	determine	the	implied	fair	value	of	the	reporting	unit's	goodwill	and	any	impairment	charge. Additionally,	we	estimate	the	fair	value	of	acquired	intangible	assets	with	indefinite	lives	and	compare	this	amount	to	the	underlying	carrying	value.

Determining	the	fair	value	of	a	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	calculate	estimated	future	cash	flows,	risk-adjusted	discount rates	and	future	economic	and	market	conditions

# and	other	assumptions.

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	million	in	the third	quarter	of	2010.	In	addition,	we	recorded	a	$5.2	million	impairment	of	intangible	assets	related	to	the	discontinued	operations	of	Participacoes,	as	discussed	in Notes	3	and	9	to	the	Consolidated	Financial	Statements.	For	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	value	of	a	trademark	related	to	our	retail	check	business	to	its	estimated	fair	value	and included	approximately	$26.0	million	of	this	charge	in	discontinued	operations.	Given	the	significance	of	our	goodwill	and	intangible	asset	balances,	an	adverse	change in	fair	value	could	result	in	an	impairment	charge,	which	could	be	material	to	our	financial	statements.

# 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	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	this	allowance	in	a	period,	we	must	reflect	this	increase	as	an	expense 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.	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	Note	4	to	the	Consolidated	Financial	Statements	included in	Item	8	of	Part	II	of	this	Annual	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".

•				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	results	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.

# Consolidated	Results	of	Operations

# (in	millions,	except	per	share	amounts)

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues | $5,269.5 | $3,711.1 | $3,359.5 |
| Cost\tof\trevenues | 3,637.7 | 2,741.5 | 2,616.1 |
| Gross\tprofit | 1,631.8 | 969.6 | 743.4 |
| Selling,\tgeneral,\tand\tadministrative\texpenses | 675.8 | 547.1 | 381.0 |
| Impairment\tcharges | 154.9 | 136.9 | 26.0 |
| Operating\tincome | 801.1 | 285.6 | 336.4 |
| Other\tincome\t(expense): |  |  |  |
| Interest\tincome | 6.4 | 3.4 | 6.3 |
| Interest\texpense | (179.7) | (134.0) | (163.4) |
| Other\tincome\t(expense),\tnet | (11.5) | 8.7 | 1.5 |
| Total\tother\tincome\t(expense) | (184.8) | (121.9) | (155.6) |
| Earnings\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tequity\tin\tearnings\t(loss)\tof\tunconsolidated\nentities | 616.3 | 163.7 | 180.8 |
| Provision\tfor\tincome\ttaxes | 215.3 | 54.7 | 57.6 |
| Equity\tin\tearnings\t(loss)\tof\tunconsolidated\tentities | — | — | (0.2) |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | 401.0 | 109.0 | 123.0 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (43.1) | (0.5) | 96.5 |
| Net\tearnings | 357.9 | 108.5 | 219.5 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | 46.6 | (2.6) | (4.7) |
| Net\tearnings\tattributable\tto\tFIS | $404.5 | $105.9 | $214.8 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.30 | $0.45 | $0.62 |
|  | (0.12) | (0.00) | 0.50 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\tstockholders |  |  |  |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $1.17 | $0.45 | $1.12 |
| Weighted\taverage\tshares\toutstanding\t—\tbasic | 345.1 | 236.4 | 191.6 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.27 | $0.44 | $0.61 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\nstockholders | (0.12) | (0.00) | 0.50 |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $1.15 | $0.44 | $1.11 |
| Weighted\taverage\tshares\toutstanding\t—\tdiluted | 352.0 | 239.4 | 193.5 |
| Amounts\tattributable\tto\tFIS\tcommon\tstockholders: |  |  |  |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | $447.6 | $106.4 | $118.9 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (43.1) | (0.5) | 95.9 |
| Net\tearnings\tattributable\tto\tFIS | $404.5 | $105.9 | $214.8 |

# Processing	and	Services	Revenues

Processing	and	services	revenues	totaled	$5,269.5	million,	$3,711.1	million	and	$3,359.5	million	in	2010,	2009	and	2008,	respectively.	The	increase	in	revenue during	2010	of	$1,558.4	million,	or	42.0%,	as	compared	to	2009	is	primarily	attributable	to	incremental	revenues	from	the	Metavante	Acquisition	and	to	a	lesser	extent the	recognition	of	an	$83.3	million	termination	fee	in	connection	with	Banco	Santander's	exit	from	the	Brazilian	Venture,	revenue	derived	from	2010	acquisitions	of $23.4	million,	and	a	favorable	foreign	currency	impact	of	$26.4	million	resulting	from	a	weaker	U.S.	Dollar.	These	increases	were	partially	offset	by	declines	in	our paper-based	retail	check	businesses.	The	increase	in	revenue	during	2009	of	$351.6	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	million,	partially	offset	by	$53.7	million	in	unfavorable	foreign	currency	impact	resulting from	a

strengthening	of	the	U.S.	Dollar	and	other	items	referred	to	in	the	segment	discussion	below.

# Cost	of	Revenues	and	Gross	Profit

Cost	of	revenues	totaled	$3,637.7	million,	$2,741.5	million	and	$2,616.1	million	in	2010,	2009	and	2008,	respectively,	resulting	in	gross	profit	of	$1,631.8	million, $969.6	million	and	$743.4	million	in	2010,	2009	and	2008,	respectively.	Gross	profit	as	a	percentage	of	revenues	("gross	margin")	was	31.0%,	26.1%	and	22.1%	in 2010,	2009	and	2008,	respectively.	The	increase	in	cost	of	revenues	of	$896.2	million	in	the	2010	period	as	compared	to	the	2009	period	is	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	$125.4	million	in	the	2009	period	as	compared	to	the	2008	period	is	directly	attributable	to	the	revenue	variances	addressed	above.	The increase	in	gross	margin	of	400	basis	points	for	2009	over	2008	was	driven	by	the	Company's	continued	effort	to	reduce	costs	and	improve	operating	efficiency,	coupled with	the	initial	results	from	the	cost	synergy	initiatives	associated	with	the	Metavante	Acquisition.

# Selling,	General	and	Administrative	Expenses

Selling,	general	and	administrative	expenses	totaled	$675.8	million,	$547.1	million	and	$381.0	million	for	2010,	2009	and	2008,	respectively.	The	increase	of $128.7	million	in	2010	as	compared	to	2009	was	primarily	due	to	incremental	costs	associated	with	the	Metavante	operations,	partially	offset	by	a	$10.1	million recovery	in	the	2010	third	quarter	of	previously	incurred	legal	costs	as	the	result	of	a	favorable	court	ruling	and	by	lower	integration	and	merger-related	charges	and stock-based	compensation.	The	increase	of	$166.1	million	in	2009	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	to	the	acceleration,	upon	termination,	of	certain	unvested	executive	stock	awards.

# Impairment	Charges

Impairment	charges	totaled	$154.9	million,	$136.9	million	and	$26.0	million	for	2010,	2009	and	2008,	respectively.	The	2010	charges	relate	to	impairments resulting	from	the	exit	of	Banco	Santander	from	the	Brazilian	Venture,	including	$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	million	for	certain	capitalized software	development	costs	incurred	exclusively	for	use	in	processing	Banco	Santander	card	activity.	The	2009	charges	relate	primarily	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	fair	value.

# Operating	Income

Operating	income	totaled	$801.1	million,	$285.6	million	and	$336.4	million	for	2010,	2009	and	2008,	respectively.	Operating	income	as	a	percentage	of	revenue ("operating	margin")	was	15.2%,	7.7%	and	10.0%	for	2010,	2009	and	2008,	respectively.	The	increase	in	operating	margin	for	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.	The	decrease	in operating	margin	for	2009	as	compared	to	2008	was	driven	by	the	impairment	charges	noted	above	and	increased	restructuring,	integration	and	merger-related	charges associated	with	the	Metavante	Acquisition.

# Total	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 total	other	income	(expense)	are	interest	expense	and,	for	the	2010	period,	costs	relating	to	the	leveraged	recapitalization.	The	increase	of	$45.7	million	in	interest expense	in	2010	as	compared	to	2009	results	from	higher	overall	debt	levels	as	a	result	of	our	recapitalization	during	2010	and	higher	interest	rates	on	our	debt.	The	2010

period	includes	$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	the	forgiveness	of	$19.4	million	of	notes	payable	representing	additional	consideration	which	was	to	be paid	to	the	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	million	and	$57.6	million	for	2010,	2009	and	2008,	respectively.	This	resulted	in	an effective	tax	rate	on	continuing	operations	of	34.9%,	33.4%	and	31.9%	for	2010,	2009	and	2008,	respectively.	The	net	change	in	the	2010	period	overall	effective	tax	rate is	primarily	related	to	a	larger	proportion	of	domestic	pre-tax	income	versus	foreign-source	income	due	primarily	to	the	Metavante	Acquisition,	partially	offset	by	the utilization	of	foreign	tax	credits.	The	increase	in	the	2009	period	overall	effective	tax	rate	as	compared	to	the	2008	period	is	primarily	related	to	the	impact	of	the	LPS spin-off	in	the	2008	period.

# Earnings	(Loss)	from	Discontinued	Operations

During	the	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	the	third	quarter	of	2010,	we	determined	that	we	will	pursue	strategic	alternatives	for 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	2010,	2009	and	2008	periods,	net	of	tax.	See	also	Note	3	to	the	Consolidated	Financial	Statements.

|  | 2010 | 2010 | 2009 | 2009 | 2008 | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Impairment |  |  |  |  |  |  |
| charges- |  |  |  |  |  |  |
| Participacoes | $(16.6 | ) | $— |  | $— |  |
| Impairment |  |  |  |  |  |  |
| charges\t-\tCertegy |  |  |  |  |  |  |
| Australia | — |  | (18.2 | ) | — |  |
| Participacoes |  |  |  |  |  |  |
| operations | (25.2 | ) | (5.1 | ) | (8.4 | ) |
| LPS\noperations | — |  | — |  | 112.4 |  |
| Certegy |  |  |  |  |  |  |
| Australia |  |  |  |  |  |  |
| operations | — |  | 23.9 |  | (12.3 | ) |
| Other | (1.3 | ) | (1.1 | ) | 4.8 |  |
| \t\t\tTotal |  |  |  |  |  |  |
| discontinued |  |  |  |  |  |  |
| operations | $(43.1 | ) | $(0.5 | ) | $96.5 |  |

# 					Net	(Earnings)	Loss	Attributable	to	Noncontrolling	Interest

					Net	(earnings)	loss	attributable	to	noncontrolling	interest	totaled	$46.6	million,	$(2.6)	million	and	$(4.7)	million	for	2010,	2009	and	2008,	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	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	million,	$106.4	million	and	$118.9	million	for	2010,	2009	and 2008,	respectively,	or	$1.27,	$0.44	and	$0.61	per	diluted	share,	respectively,	due	to	the	factors	described	above.

# Segment	Results	of	Operations

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tmillions) |  |
| Processing\tand\tservices\trevenues | $1,890.8 | $1,260.0 | $1,135.8 |
| Operating\tincome | $670.1 | $417.7 | $355.7 |
| Operating\tmargin | 35.4% | 33.2% | 31.3% |

Revenues	for	FSG	totaled	$1,890.8	million,	$1,260.0	million	and	$1,135.8	million	for	2010,	2009	and	2008,	respectively.	The	overall	segment	increase	of $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	million	and	$355.7	million	for	2010,	2009	and	2008,	respectively.	Operating	margin	was	approximately 35.4%,	33.2%	and	31.3%	for	2010,	2009	and	2008,	respectively.	The	increase	in	operating	income	in	2010	as	compared	to	2009	primarily	resulted	from	incremental 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.

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tmillions) |  |
| Processing\tand\tservices\trevenues | $2,478.1 | $1,741.9 | $1,526.3 |
| Operating\tincome | $835.0 | $475.6 | $353.8 |
| Operating\tmargin | 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	million	in	2010	as	compared	to	2009	resulted	primarily	from	incremental	Metavante	2010	revenues.	Additionally,	growth	in	electronic	payment	solutions	was offset	by	lower	item	processing	and	retail	check	activity.	The	overall	segment	increase	of	$215.6	million	in	2009	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.

Operating	income	for	PSG	totaled	$835.0	million,	$475.6	million	and	$353.8	million	for	2010,	2009	and	2008,	respectively.	Operating	margin	was	approximately 33.7%,	27.3%	and	23.2%	for	2010,	2009	and	2008,	respectively.	The	increase	in	operating	income	and	operating	margin	in	the	2010	period	as	compared	to	the	2009 period	primarily	resulted	from	incremental	Metavante	2010	operating	income	and	realized	cost	savings.	The	increase	in	the	2009	period	as	compared	to	the	2008	period primarily	resulted	from	increased	operating	efficiencies	and	targeted	cost	reductions.

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tmillions) |  |
| Processing\tand\tservices\trevenues | $917.0 | $724.3 | $699.9 |
| Operating\tincome | $71.1 | $121.9 | $79.3 |
| Operating\tmargin | 7.8% | 16.8% | 11.3% |

Revenues	for	ISG	totaled	$917.0	million,	$724.3	million	and	$699.9	million	for	2010,	2009	and	2008,	respectively.	The	overall	segment	increase	of	$192.7	million in	2010	as	compared	to	2009	resulted	from	growth	driven	by	increased	payment	volumes	in	Brazil,	growth	in	professional	services,	higher	license	revenue	and incremental	revenues	from	the	Metavante	Acquisition.	The	2010	period	also	included	an	$83.3	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	2010.	The	overall	segment	increase	of $24.4	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.

Operating	income	for	ISG	totaled	$71.1	million,	$121.9	million	and	$79.3	million	for	2010,	2009	and	2008,	respectively.	Operating	margin	was	7.8%,	16.8%	and 11.3%	for	2010,	2009	and	2008,	respectively.	The	decrease	in	operating	income	and	margin	in	2010	as	compared	to	2009	resulted	from	the	impairment	charges	of $154.9	million	attributable	to	Banco	Santander's	exit	from	the	Brazilian	Venture	previously	addressed	above	under	total	Company	Impairment	Charges,	partially	offset by	the	$83.3	million	termination	fee	received	as	a	result	of	Banco	Santander's	exit	from	the	Brazilian	Venture.	The	increase	in	operating	income	and	margin	in	2009	as compared	to	2008	primarily	results	from	improved	scale	and	efficiencies	within	operations.

# 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	million,	$729.6	million	and	$452.4	million	in	2010,	2009	and	2008,	respectively.	The overall	Corporate	and	Other	increase	of	$45.5	million	for	2010	as	compared	to	2009	is	primarily	due	to	the	incremental	costs	associated	with	the	Metavante	operations and	merger	related	charges,	partially	offset	by	the	recovery	of	previously	incurred	legal	costs	as	the	result	of	a	favorable	court	ruling,	as	addressed	above	under	total Company	Selling,	General	and	Administrative	Expense.	The	overall	Corporate	and	Other	increase	of	$277.2	million	for	2009	as	compared	to	2008	is	primarily	due	to	the restructuring,	integration	and	merger	related	charges,	impairment	charges	to	trademarks	and	certain	capitalized	software	assets	and	incremental	costs	associated	with	the Metavante	Acquisition	as	addressed	above	under	total	Company	Selling,	General	and	Administrative	Expenses	and	Impairment	Charges.

# Liquidity	and	Capital	Resources

# Cash	Requirements

Our	cash	requirements	include	cost	of	revenues,	selling,	general	and	administrative	expenses,	income	taxes,	debt	service	payments,	capital	expenditures,	systems development	expenditures,	stockholder	dividends,	and	business	acquisitions.	Our	principal	sources	of	funds	are	cash	generated	by	operations	and	borrowings.

At	December	31,	2010,	we	had	cash	and	cash	equivalents	of	$338.0	million	and	debt	of	$5,192.1	million,	including	the	current	portion.	Of	the	$338.0	million	cash and	cash	equivalents,	approximately	$176.1	million	is	held	by	our	foreign	entities.	We	expect	that	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	in	the	future.	The	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	per	common	share	is payable	March	31,	2011	to	shareholders	of	record	as	of	the	close	of	business	on	March	17,	2011.

# Cash	Flows	from	Operations

Cash	flows	from	operations	were	$1,071.3	million,	$714.1	million	and	$596.4	million	in	2010,	2009	and	2008	respectively.	Cash	flows	from	operations	increased $357.2	million	in	2010	primarily	due	to	higher	earnings	from	operations.	Cash	flows	from	operations	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	Expenditures

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

# 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	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	million	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	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	in	the	Revolving 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.

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	York	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.

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<br>Loan	A-1 | Term<br>Loan	A-2 | Term<br>Loan	B | 2017<br>Notes | 2020<br>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 | — | — | 1,217.2 |
| 2015 | — | — | 15.0 | — | — | 15.0 |
| Thereafter | — | — | 1,421.3 | 600.0 | 500.0 | 2,521.3 |
| Total | $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	Agreement	(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	respective	investments.

# Contractual	Obligations

FIS'	long-term	contractual	obligations	generally	include	its	long-term	debt	and	operating	lease	payments	on	certain	of	its	property	and	equipment.	The	following table	summarizes	FIS'	significant	contractual	obligations	and	commitments	as	of	December	31,	2010	(in	millions):

|  | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Long-term\tdebt | $256.9 | $578.7 | $315.4 | $1,504.8 | $15.0 | $2,521.3 | $5,192.1 |
| Operating\tleases | 65.1 | 47.6 | 35.7 | 27.8 | 24.3 | 78.1 | 278.6 |
| Data\tprocessing\tand\tmaintenance\tand\tpurchase\ncommitments | 145.5 | 126.7 | 117.0 | 62.9 | 36.0 | 66.2 | 554.3 |
| Total | $467.5 | $753.0 | $468.1 | $1,595.5 | $75.3 | $2,665.6 | $6,025.0 |

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

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

# 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	represent	substantially	all	of	our	fixed-rate	long-term	debt	obligations.	The	carrying	value	of	the	Notes	was	$1,100.0	million	at	December	31,	2010.	The fair	value	of	the	Notes	was	approximately	$1,172.3	million	at	December	31,	2010.	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 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	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 Borrowings)	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%.	An	increase	of	100	basis	points	in	the	LIBOR	rate	would	increase	our	annual	debt	service	under	these	credit	agreements,	after	we	include	the	impact	of our	interest	rate	swaps,	by	$3.4	million	(based	on	principal	amounts	outstanding	at	December	31,	2010).	We	performed	the	foregoing	sensitivity	analysis	based	on	the principal	amount	of	our	floating	rate	debt	as	of	December	31,	2010,	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	the	principal	amount	of	such	debt	as	of	December	31,	2010,	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	outstanding	as	of	December	31,	2009,	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.

We	use	interest	rate	swaps	for	the	purpose	of	managing	our	interest	expense	through	the	mix	of	fixed	rate	and	floating	rate	debt.	As	of	December	31,	2010,	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):

(4) Does	not	include	the	applicable	margin	and	facility	fees	paid	to	bank	lenders	on	Term	Loan	A	and	Revolving	Loan	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	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	million	in	revenues,	excluding	the	termination	fee	of	$83.3	million	paid	by	Banco	Santander	to	exit	the	Brazilian	Venture,	during	the	year	ended December	31,	2010,	of	which	approximately	$709.2	million	were	denominated	in	currencies	other	than	the	U.S.	Dollar.	The	major	currencies	to	which	we	are	exposed are	the	Brazilian	Real,	the	Euro	and	the	British	Pound	Sterling.	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	in	our	reported	revenues	for	the	years	ended December	31,	2010	and	2009	(in	millions):

| Currency | 2010 | 2009 |
| :--- | :--- | :--- |
| Real | $32.5 | $28.2 |
| Euro | 18.6 | 19.1 |
| Pound\tSterling | 9.0 | 6.4 |
| Total\timpact | $60.1 | $53.7 |

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

					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	entered	into	foreign	currency	forward	exchange	contracts	to	hedge	foreign	currency	exposure	to intercompany	loans.	At	December	31,	2010,	the	notional	amount	of	these	derivatives	was	approximately	$56.5	million	and	the	fair	value	was	nominal.	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

# AND	SUBSIDIARIES

# INDEX	TO	FINANCIAL	INFORMATION

| Report	of	Independent	Registered	Public	Accounting	Firm	on	Internal	Control	over	Financial	Reporting | 40 |
| :--- | :--- |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm\ton\tthe\tConsolidated\tFinancial\tStatements | 41 |
| Consolidated\tBalance\tSheets\tas\tof\tDecember\t31,\t2010\tand\t2009 | 42 |
| Consolidated\tStatements\tof\tEarnings\tfor\tthe\tyears\tended\tDecember\t31,\t2010,\t2009\tand\t2008 | 43 |
| Consolidated\tStatements\tof\tEquity\tand\tComprehensive\tEarnings\tfor\tthe\tyears\tended\tDecember\t31,\t2010,\t2009\tand\t2008 | 44 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tyears\tended\tDecember\t31,\t2010,\t2009\tand\t2008 | 45 |
| Notes\tto\tConsolidated\tFinancial\tStatements | 46 |

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

# The	Board	of	Directors	and	Stockholders

We	have	audited	Fidelity	National	Information	Services,	Inc.'s	and	subsidiaries'	(the	"Company")	internal	control	over	financial	reporting	as	of	December	31, 2010,	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	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	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	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,	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	and	2009,	and	the	related	consolidated	statements	of	earnings,	equity	and comprehensive	earnings,	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	2010,	and	our	report	dated	February	25,	2011	expressed	an unqualified	opinion	on	those	consolidated	financial	statements.

February	25,	2011 Jacksonville,	Florida Certified	Public	Accountants

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Fidelity	National	Information	Services,	Inc.	and	subsidiaries	(the	"Company")	as	of December	31,	2010	and	2009,	and	the	related	consolidated	statements	of	earnings,	equity	and	comprehensive	earnings,	and	cash	flows	for	each	of	the	years	in	the	three- year	period	ended	December	31,	2010.	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	and	2009,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	years	in	the	three-year	period ended	December	31,	2010,	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,	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,	expressed	an	unqualified	opinion on	the	effectiveness	of	the	Company's	internal	control	over	financial	reporting.

# Consolidated	Balance	Sheets

The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.

# Consolidated	Statements	of	Earnings

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (In\tmillions,\texcept\tper\tshare\tamounts) | (In\tmillions,\texcept\tper\tshare\tamounts) | (In\tmillions,\texcept\tper\tshare\tamounts) |
| Processing\tand\tservices\trevenues\t(for\trelated\tparty\tactivity\tsee\tnote\t4) | $5,269.5 | $3,711.1 | $3,359.5 |
| Cost\tof\trevenues\t(for\trelated\tparty\tactivity\tsee\tnote\t4) | 3,637.7 | 2,741.5 | 2,616.1 |
| Gross\tprofit | 1,631.8 | 969.6 | 743.4 |
| Selling,\tgeneral,\tand\tadministrative\texpenses\t(for\trelated\tparty\tactivity\tsee\tnote\t4) | 675.8 | 547.1 | 381.0 |
| Impairment\tcharges | 154.9 | 136.9 | 26.0 |
| Operating\tincome | 801.1 | 285.6 | 336.4 |
| Other\tincome\t(expense): |  |  |  |
| Interest\tincome | 6.4 | 3.4 | 6.3 |
| Interest\texpense | (179.7) | (134.0) | (163.4) |
| Other\tincome,\tnet | (11.5) | 8.7 | 1.5 |
| Total\tother\tincome\t(expense) | (184.8) | (121.9) | (155.6) |
| Earnings\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tequity\tin\tlosses\tof\tunconsolidated\tentities | 616.3 | 163.7 | 180.8 |
| Provision\tfor\tincome\ttaxes | 215.3 | 54.7 | 57.6 |
| Equity\tin\tlosses\tof\tunconsolidated\tentities | — | — | (0.2) |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | 401.0 | 109.0 | 123.0 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (43.1) | (0.5) | 96.5 |
| Net\tearnings | 357.9 | 108.5 | 219.5 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | 46.6 | (2.6) | (4.7) |
| Net\tearnings\tattributable\tto\tFIS | $404.5 | $105.9 | $214.8 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.30 | $0.45 | $0.62 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\tstockholders | (0.12) | (0.00) | 0.50 |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $1.17 | $0.45 | $1.12 |
| Weighted\taverage\tshares\toutstanding\t—\tbasic | 345.1 | 236.4 | 191.6 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.27 | $0.44 | $0.61 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\nstockholders | (0.12) | (0.00) | 0.50 |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $1.15 | $0.44 | $1.11 |
| Weighted\taverage\tshares\toutstanding\t—\tdiluted | 352.0 | 239.4 | 193.5 |
| Amounts\tattributable\tto\tFIS\tcommon\tstockholders: |  |  |  |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | $447.6 | $106.4 | $118.9 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (43.1) | (0.5) | 95.9 |
| Net\tearnings\tattributable\tto\tFIS | $404.5 | $105.9 | $214.8 |

# Consolidated	Statements	of	Equity	and	Comprehensive	Earnings

|  | Common<br>Shares | Treasury<br>Shares | Common<br>Stock | Additional	Paid	In<br>Capital | Retained<br>Earnings | Accumulated	Other<br>Comprehensive	Earnings<br>(Loss) | Treasury<br>Stock | Noncontroling<br>Interest | Comprehensive	Earnings | Total	Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  | (In\tmillions) |  |  |  |  |
| Balances,\tDecember\t31,\t2007 | 199.0 | (4.3) | $2.0 | $3,038.2 | $899.5 | $53.4 | $(211.9) | $14.2 |  | $3,795.4 |
| LPS\tspin-off | — | — | — | (105.0) | — | — | — | — | — | (105.0) |
| Issuance\tof\trestricted\tstock | 1.2 | — | — | — | — | — | — | — | — | — |
| Exercise\tof\tstock\toptions | — | 1.1 | — | (26.0) | — | — | 45.2 | — | — | 19.2 |
| Stock-based\tcompensation | — | — | — | 60.7 | — | — | — | — | — | 60.7 |
| Cash\tdividends\tdeclared\t($0.20\tper\tshare)\tand\nother | — | — | — | — | (38.2) | — | — | — | — | (38.2) |
| Purchases\tof\ttreasury\tstock | — | (6.1) | — | — | — | — | (236.1) | — | — | (236.1) |
| Brazilian\tVenture | — | — | — | — | — | — | — | 153.3 |  | 153.3 |
| Other | — | — | — | (8.1) | — | — | — | (8.0) | — | (16.1) |
| Comprehensive\tearnings: |  |  |  |  |  |  |  |  |  |  |
| Net\tearnings | — | — | — | — | 214.8 | — | — | 4.7 | 219.5 | 219.5 |
| Other\tcomprehensive\tearnings,\tnet\tof\ttax: |  |  |  |  |  |  |  |  |  |  |
| Pension\tliability\tadjustment | — | — | — | — | — | (4.0) | — | — | (4.0) | (4.0) |
| Unrealized\tloss\ton\tinvestments\tand\nderivatives,\tnet | — | — | — | — | — | (27.9) | — | — | (27.9) | (27.9) |
| Unrealized\tloss\ton\tforeign\tcurrency\ntranslation | — | — | — | — | — | (123.8) | — | — | (123.8) | (123.8) |
| Comprehensive\tearnings |  |  |  |  |  |  |  |  | $63.8 |  |
| Balances,\tDecember\t31,\t2008 | 200.2 | (9.3) | $2.0 | $2,959.8 | $1,076.1 | $(102.3) | $(402.8) | $164.2 |  | $3,697.0 |
| Shares\tissued\tMetavante\tacquisition | 163.6 | — | 1.6 | 4,181.9 | — | — | — | — | — | 4,183.5 |
| Shares\tissued\tto\tFNF\tand\tTHL | 16.1 | — | 0.2 | 241.5 | — | — | — | — | — | 241.7 |
| Noncontrolling\tinterest\tassumed\tthrough\nMetavante\tacquisition | — | — | — | — | — | — | — | 23.4 | — | 23.4 |
| Issuance\tof\trestricted\tstock | 1.2 | — | — | 4.3 | — | — | — | — |  | 4.3 |
| Exercise\tof\tstock\toptions | — | 3.7 | — | (121.7) | — | — | 171.0 | — | — | 49.3 |
| Shares\theld\tfor\ttaxes | — | (1.0) | — | — | — | — | (25.0) | — | — | (25.0) |
| Tax\tbenefit\tassociated\twith\texercise\tof\tstock\noptions | — | — | — | 2.8 | — | — | — | — | — | 2.8 |
| Stock-based\tcompensation | — | — | — | 71.0 | — | — | — | — | — | 71.0 |
| Cash\tdividends\tdeclared\t($0.20\tper\tshare)\tand\nother | — | — | — | — | (47.4) | — | — | (2.3) | — | (49.7) |
| Brazilian\tVenture | — | — | — | 5.5 | — | — | — | 5.2 |  | 10.7 |
| Comprehensive\tearnings: |  |  |  |  |  |  |  |  |  |  |
| Net\tearnings | — | — | — | — | 105.9 | — | — | 2.6 | 108.5 | 108.5 |
| Other\tcomprehensive\tearnings,\tnet\tof\ttax: |  |  |  |  |  |  |  |  |  |  |
| Pension\tliability\tadjustment | — | — | — | — | — | (0.2) | — | — | (0.2) | (0.2) |
| Unrealized\tgain\ton\tinvestments\tand\nderivatives,\tnet | — | — | — | — | — | 47.6 | — | — | 47.6 | 47.6 |
| Unrealized\tgain\ton\tforeign\tcurrency\ntranslation | — | — | — | — | — | 137.1 | — | 16.6 | 153.7 | 153.7 |
| Comprehensive\tearnings |  |  |  |  |  |  |  |  | $309.6 |  |
| Balances,\tDecember\t31,\t2009 | 381.1 | (6.6) | $3.8 | $7,345.1 | $1,134.6 | $82.2 | $(256.8) | $209.7 |  | $8,518.6 |
| Issuance\tof\trestricted\tstock | 1.6 | — | — | — | — | — | — | — | — | — |
| Exercise\tof\tstock\toptions\tand\tstock\tpurchase\nrights | — | 13.6 | — | (228.1) | — | — | 442.9 | — | — | 214.8 |
| Tax\tbenefit\tassociated\twith\texercise\tof\tstock\noptions | — | — | — | 22.3 | — | — | — | — | — | 22.3 |
| Stock-based\tcompensation | — | — | — | 58.7 | — | — | — | — | — | 58.7 |
| Cash\tdividends\tdeclared\t($0.20\tper\tshare)\tand\nother | — | — | — | — | (67.9) | — | — | (8.1) | — | (76.0) |
| Purchases\tof\ttreasury\tstock | — | (87.8) | — | — | — | — | (2,545.5) | — | — | (2,545.5) |
| Other | — | — | — | 1.7 | — | — | — | (1.1) | — | 0.6 |
| Comprehensive\tearnings: |  |  |  |  |  |  |  |  |  |  |
| Net\tearnings | — | — | — | — | 404.5 | — | — | (46.6) | 357.9 | 357.9 |
| Other\tcomprehensive\tearnings,\tnet\tof\ttax: |  |  |  |  |  |  |  |  |  |  |
| Pension\tliability\tadjustment | — | — | — | — | — | 0.1 | — | — | 0.1 | 0.1 |
| Unrealized\tgain\t(loss)\ton\tinvestments\tand\nderivatives,\tnet | — | — | — | — | — | (0.1) | — | — | (0.1) | (0.1) |
| Unrealized\tgain\ton\tforeign\tcurrency\ntranslation | — | — | — | — | — | 5.7 | — | 4.5 | 10.2 | 10.2 |
| Comprehensive\tearnings | — | — | — | — | — | — | — | — | $368.1 |  |
| Balances,\tDecember\t31,\t2010 | 382.7 | (80.8) | $3.8 | $7,199.7 | $1,471.2 | $87.9 | $(2,359.4) | $158.4 |  | $6,561.6 |

# Consolidated	Statements	of	Cash	Flows

| Net	earnings | $357.9 | $108.5 | $219.5 |
| :--- | :--- | :--- | :--- |
| Adjustment\tto\treconcile\tnet\tearnings\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation\tand\tamortization | 619.5 | 434.0 | 439.4 |
| Amortization\tof\tdebt\tissue\tcosts | 13.7 | 5.0 | 16.8 |
| Asset\timpairment\tcharges | 197.3 | 136.9 | 26.0 |
| Gain\ton\tnote\tforegiveness | (19.4) | — | — |
| Other\toperating\tactivity | (1.7) | 8.0 | 33.6 |
| Stock-based\tcompensation | 58.7 | 71.0 | 60.7 |
| Deferred\tincome\ttaxes | (55.7) | (60.2) | 37.8 |
| Excess\tincome\ttax\tbenefit\tfrom\texercise\tof\tstock\toptions | (22.3) | (2.8) | — |
| Equity\tin\tlosses\tof\tunconsolidated\tentities | — | — | 2.3 |
| Net\tchanges\tin\tassets\tand\tliabilities,\tnet\tof\teffects\tfrom\tacquisitions\tand\tforeign\tcurrency: |  |  |  |
| Trade\treceivables | (21.3) | 92.7 | (39.1) |
| Settlement\tactivity | (61.8) | 5.3 | 8.1 |
| Prepaid\texpenses\tand\tother\tassets | 8.6 | 30.7 | (12.7) |
| Deferred\tcontract\tcosts | (56.9) | (58.7) | (62.1) |
| Deferred\trevenue | (25.3) | 50.3 | 9.6 |
| Accounts\tpayable,\taccrued\tliabilities,\tand\tother\tliabilities | 80.0 | (106.6) | (143.5) |
| Net\tcash\tprovided\tby\toperating\tactivities | 1,071.3 | 714.1 | 596.4 |
| Cash\tflows\tfrom\tinvesting\tactivities: |  |  |  |
| Additions\tto\tproperty\tand\tequipment | (132.8) | (52.5) | (76.7) |
| Additions\tto\tcomputer\tsoftware | (181.2) | (160.0) | (178.7) |
| Collection\tof\tFNF\tnote | — | 5.9 | — |
| Investment\tin\tBrazilian\tVenture | — | — | (25.7) |
| Net\tproceeds\tfrom\tsale\tof\tassets | 71.5 | 19.5 | 32.6 |
| Acquisitions,\tnet\tof\tcash\tacquired | (403.2) | 435.9 | (19.9) |
| Other\tinvesting\tactivities | 1.5 | — | (4.7) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | (644.2) | 248.8 | (273.1) |
| Cash\tflows\tfrom\tfinancing\tactivities: |  |  |  |
| Borrowings | 11,015.5 | 4,619.0 | 5,160.0 |
| Repayment\tof\tborrowings | (9,082.6) | (5,606.1) | (5,337.3) |
| Capitalized\tdebt\tissuance\tcosts | (70.8) | (2.0) | — |
| Stock\tissued\tunder\tinvestment\tagreement\tfor\tMetavante\tacquisition | — | 241.7 | — |
| Excess\tincome\ttax\tbenefit\tfrom\texercise\tof\tstock\toptions | 22.3 | 2.8 | — |
| Proceeds\tfrom\texercise\tof\tstock\toptions | 214.8 | 24.3 | 19.2 |
| Treasury\tstock\tpurchases | (2,545.5) | — | (236.1) |
| Dividends\tpaid\tand\tother\tdistributions | (76.0) | (49.7) | (38.2) |
| Cash\ttransferred\tin\tLPS\tspin-off | — | — | (20.8) |
| Noncontrolling\tinterest\tcontribution\tto\tBrazilian\tVenture | — | — | 14.8 |
| Other\tfinancing\tactivity | 3.3 | — | — |
| Net\tcash\tused\tin\tfinancing\tactivities | (519.0) | (770.0) | (438.4) |
| Effect\tof\tforeign\tcurrency\texchange\trates\ton\tcash | (1.0) | 17.1 | (19.3) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (92.9) | 210.0 | (134.4) |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tyear | 430.9 | 220.9 | 355.3 |
| Cash\tand\tcash\tequivalents,\tend\tof\tyear | $338.0 | $430.9 | $220.9 |
| Cash\tpaid\tfor\tinterest | $131.1 | $155.1 | $197.5 |
| Cash\tpaid\tfor\tincome\ttaxes | $235.5 | $133.3 | $57.4 |
| Noncash\tdistribution\tof\tnet\tassets\tof\tLPS | $— | $— | $84.2 |
| Retirement\tof\tTerm\tLoan\tB\tin\tconnection\twith\tLPS\tspin-off | $— | $— | $1,585.0 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

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.,	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	(Note	3).

# (1) Basis	of	Presentation

FIS	is	one	of	the	world's	largest	global	providers	dedicated	to	banking	and	payments	technologies.	We	offer	financial	institution	core	processing,	card	issuer	and transaction	processing	services,	including	the	NYCE	Network,	a	leading	national	electronic	funds	transfer	(EFT)	network.	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	statements	and	other	disclosures	for	periods	prior	to	the	Certegy	Merger	treat	FIS	as	our	predecessor	company.	Immediately	after	the	Certegy	Merger, the	name	of	the	SEC	registrant	was	changed	to	Fidelity	National	Information	Services,	Inc.

Subsequent	to	the	LPS	spin-off	(Note	3),	we	began	reporting	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	prior	periods	presented	have	been	conformed	to	reflect the	segment	changes.

# (2) Summary	of	Significant	Accounting	Policies

The	following	describes	the	significant	accounting	policies	of	the	Company	which	have	been	followed	in	preparing	the	accompanying	Consolidated	Financial Statements.

# (a) Principles	of	Consolidation

The	Consolidated	Financial	Statements	include	the	accounts	of	FIS,	its	wholly-owned	subsidiaries,	and	subsidiaries	that	are	majority	owned	and/or	over	which	it exercises	substantive	control.	Investments	in	unconsolidated	affiliates,	in	which	FIS	has	20	percent	to	50	percent	of	ownership	interest	and	has	the	ability	to	exercise significant	influence,	but	not	substantive	control,	over	the	affiliate's	operating	and	financial	policies,	are	accounted	for	using	the	equity	method	of	accounting.

All	significant	intercompany	profits,	transactions	and	balances	have	been	eliminated	in	consolidation.

# (b) Cash	and	Cash

# Equivalents

The	Company	considers	all	cash	on	hand,	money	market	funds	and	other	highly	liquid	investments	with	original	maturities	of	three	months	or	less	to	be	cash	and cash	equivalents.	As	part	of	the	Company's	payment	processing	business,	the	Company	provides	cash	settlement	services	to	financial	institutions	and	state	and	local governments.	These	services	involve	the	movement	of	funds	between	the	various	parties	associated	with	ATM,	point-of-sale	or	electronic	benefit	transactions	(EBT)	and this	activity	results	in	a	balance	due	to	the	Company	at	the	end	of	each	business	day	that	it	recoups	over	the	next	few	business	days.	The	in-transit	balances	due	to	the Company	are	included	in	cash	and	cash	equivalents.	The	carrying	amounts	reported	in	the	consolidated	balance	sheets	for	these	instruments	approximate	their	fair	value. At	December	31,	2010,	we	had	cash	and	cash	equivalents	of	$338.0	million	of	which	approximately	$176.1	million	is	held	by	our	foreign	entities.

# (c) Fair	Value	Measurements

# Fair	Value	of	Financial	Instruments

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	—	(Continued)

The	carrying	amounts	reported	in	the	Consolidated	Balance	Sheets	for	receivables	and	accounts	payable	approximate	their	fair	values	because	of	their	immediate	or short-term	maturities.	The	fair	value	of	the	Company's	long-term	debt	is	estimated	to	be	approximately	$110.8	million	higher	than	the	carrying	value	as	of	December	31, 2010	and	$126.0	million	lower	than	the	carrying	value	as	of	December	31,	2009.	These	estimates	are	based	on	values	of	trades	of	our	debt	in	close	proximity	to	year end,	which	are	considered	Level	2-type	measurements,	as	discussed	below.	These	estimates	are	subjective	in	nature	and	involve	uncertainties	and	significant	judgment	in the	interpretation	of	current	market	data.	Therefore,	the	values	presented	are	not	necessarily	indicative	of	amounts	the	Company	could	realize	or	settle	currently.	The Company	holds,	or	has	held,	certain	derivative	instruments,	specifically	interest	rate	swaps	and	foreign	exchange	forward	contracts.	Derivative	instruments	are	valued using	Level	2-type	measurements.

# Fair	Value	Hierarchy

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

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

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

Level	2.		Inputs	to	the	valuation	methodology	include:

•Quoted	prices	for	similar	assets	or	liabilities	in	active	markets;

•Quoted	prices	for	identical	or	similar	assets	or	liabilities	in	inactive	markets;

•Inputs	other	than	quoted	prices	that	are	observable	for	the	asset	or	liability;

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

means.

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

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

# Nonrecurring	Fair	Value	Measurements

Generally	accepted	accounting	principles	require	that,	subsequent	to	their	initial	recognition,	certain	assets	be	reviewed	for	impairment	on	a	nonrecurring	basis	by comparison	to	their	fair	value.	As	more	fully	discussed	in	their	respective	subheadings	below,	this	includes	goodwill,	long-lived	assets,	intangible	assets	and	computer software.	Following	is	a	summary	of	the	fair	value	measurement	impairments	recognized	in	2010	and	2009	for	assets	measured	at	fair	value	on	a	nonrecurring	basis:

|  |  | 2010	Impairments	Resulting	from	Fair	Value	Measurement | 2010	Impairments	Resulting	from	Fair	Value	Measurement |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Valuation\tDetermined\nby\tQuoted\tPrices\tin\nActive\tMarkets\n(Level\t1) | Valuation\nTechniques\tBased\non\tObservable\nMarket\tData\n(Level\t2) | Valuation\nTechniques\nIncorporating\nInformation\tOther\nThan\tObservable\nMarket\tData\n(Level\t3) | Total\tImpairment |
| Asset\tCategory: |  |  |  |  |
| Intangible\tassets,\tnet\t(Note\t9) | $— | $— | $140.3 | $140.3 |
| Computer\tsoftware,\tnet\t(Note\t10) | — | — | 14.6 | 14.6 |
| Other\tnoncurrent\tassets\t(1) | 17.4 | — | — | 17.4 |
| Total | $17.4 | $— | $154.9 | $172.3 |

(1)				Impairment	included	in	other	income,	net.

The	table	above	excludes	$25.0	million	of	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	Statement	of	Earnings	(Note	3).

|  |  | 2009	Impairments	Resulting	from	Fair	Value	Measurement | 2009	Impairments	Resulting	from	Fair	Value	Measurement |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Valuation\tDetermined\nby\tQuoted\tPrices\tin\nActive\tMarkets\n(Level\t1) | Valuation\nTechniques\tBased\non\tObservable\nMarket\tData\n(Level\t2) | Valuation\nTechniques\nIncorporating\nInformation\tOther\nThan\tObservable\nMarket\tData\n(Level\t3) | Total\tImpairment |
| Asset\tCategory: |  |  |  |  |
| Intangible\tassets,\tnet\t(Note\t9) | $— | $— | $124.0 | $124.0 |
| Computer\tsoftware,\tnet\t(Note\t10) | — | — | 12.9 | 12.9 |
| Total | $— | $— | $136.9 | $136.9 |

# (d) Derivative	Financial	Instruments

The	Company	accounts	for	derivative	financial	instruments	in	accordance	with	Financial	Accounting	Standards	Board	Accounting	Standards	Codification	("FASB ASC")	Topic	815,	Derivatives	and	Hedging.	During	2010,	2009	and	2008,	the	Company	engaged	in	hedging	activities	relating	to	its	variable	rate	debt	through	the	use	of interest	rate	swaps.	The	Company	designates	these	interest	rate	swaps	as	cash	flow	hedges.	The	estimated	fair	values	of	the	cash	flow	hedges	are	recorded	as	an	asset	or liability	of	the	Company	and	are	included	in	the	accompanying	Consolidated	Balance	Sheets	in	prepaid	expenses	and	other	current	assets,	other	non-current	assets, accounts	payable	and	accrued	liabilities	or	other	long-term	liabilities,	as	appropriate,	and	as	a	component	of	accumulated	other	comprehensive	earnings,	net	of	deferred taxes.	A	portion	of	the	amount	included	in	accumulated	other	comprehensive	earnings	is	recorded	in	interest	expense	as	a	yield	adjustment	as	interest	payments	are	made on	the	Company's	Term	and	Revolving	Loans	(Note	13).	The	Company's	existing	cash	flow	hedges	are	highly	effective	and	there	was	no	impact	on	2010	earnings	due	to hedge	ineffectiveness.	It	is	our	policy	to	execute	such	instruments	with	credit-worthy	banks	at	the	time	of	execution	and	not	to	enter	into	derivative	financial	instruments for	speculative	purposes.	As	of	December	31,	2010,	we	believe	that	our	interest	rate	swap	counterparties	will	be	able	to	fulfill	their	obligations	under	our	agreements.

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.	During	2010,	we	entered	into	foreign	currency	forward	exchange	contracts	to	hedge foreign	currency	exposure	to	intercompany	loans.	At	December	31,	2010,	the	notional	amount	of	these	derivatives	was	approximately	$56.5	million	and	the	fair	value was	nominal.	These	derivatives	have	not	been	designated	as	hedges	for	accounting	purposes.

# (e) Trade	Receivables

A	summary	of	trade	receivables,	net,	at	December	31,	2010	and	2009	is	as	follows	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Trade\treceivables\t—\tbilled | $742.0 | $720.7 |
| Trade\treceivables\t—\tunbilled | 147.2 | 86.5 |
| Total\ttrade\treceivables | 889.2 | 807.2 |
| Allowance\tfor\tdoubtful\taccounts | (33.1) | (41.8) |
| Total\ttrade\treceivables,\tnet | $856.1 | $765.4 |

When	evaluating	the	adequacy	of	the	allowance	for	doubtful	accounts,	the	Company	considers	historical	bad	debts,	customer	creditworthiness,	current	economic trends,	changes	in	customer	payment	terms	and	collection	trends.	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.

A	summary	roll	forward	of	the	allowance	for	doubtful	accounts,	at	December	31,	2010,	2009	and	2008	is	as	follows	(in	millions):

| Allowance	for	doubtful	accounts	as	of	December	31,	2007 | $(53.4) |
| :--- | :--- |
| Bad\tdebt\texpense | (34.0) |
| Transfers\trelated\tto\tLPS\tspin-off | 33.8 |
| Write-offs | 13.0 |
| Allowance\tfor\tdoubtful\taccounts\tas\tof\tDecember\t31,\t2008 | (40.6) |
| Bad\tdebt\texpense | (27.6) |
| Write-offs | 26.4 |
| Allowance\tfor\tdoubtful\taccounts\tas\tof\tDecember\t31,\t2009 | (41.8) |
| Bad\tdebt\texpense | (16.5) |
| Write-offs | 25.2 |
| Allowance\tfor\tdoubtful\taccounts\tas\tof\tDecember\t31,\t2010 | $(33.1) |

Settlement	Deposits,	Receivables,	and	Payables.		The	Company	records	settlement	receivables	and	payables	that	result	from	timing	differences	in	the	Company's settlement	process	with	merchants,	financial	institutions,	and	credit	card	associations	related	to	merchant	and	card	transaction	processing	and	third-party	check collections.	Cash	held	by	FIS	associated	with	this	settlement	process	is	classified	as	settlement	deposits	in	the	Consolidated	Balance	Sheets.

# (f) Other	Receivables

Other	receivables	represent	amounts	due	from	consumers	related	to	deferred	debit	processing	services	and	other	amounts	including	income	taxes	receivable	and insurance	receivables.

# (g) Goodwill

Goodwill	represents	the	excess	of	cost	over	the	fair	value	of	identifiable	net	assets	acquired	and	liabilities	assumed	in	business	combinations.	FASB	ASC	Topic 350,	Intangibles	—	Goodwill	and	Other,	requires	that	intangible	assets	with	estimable	useful	lives	be	amortized	over	their	respective	estimated	useful	lives	to	their estimated	residual	values	and	be	reviewed	for	impairment	in	accordance	with	the	Impairment	or	Disposal	of	Long-Lived	Assets	Subsection	of	FASB	ASC	Section	360- 10-35.	The	authoritative	guidance	also	provides	that	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,	through	a	comparison	of	fair	value	to	their	carrying	amounts.	The	Company measures	for	impairment	on	an	annual	basis	during	the	fourth	quarter	using	a	September	30th	measurement	date	unless	circumstances	require	a	more	frequent measurement.

# (h) Long-Lived	Assets

Long-lived	assets	and	intangible	assets	with	definite	useful	lives	are	reviewed	for	impairment	whenever	events	or	changes	in	circumstances	indicate	that	the carrying	amount	of	an	asset	may	not	be	recoverable.	Recoverability	of	assets	to	be	held	and	used	is	measured	by	comparison	of	the	carrying	amount	of	an	asset	to estimated	undiscounted	future	cash	flows	expected	to	be	generated	by	the	asset,	which	are	Level	3-type	measurements.	If	the	carrying	amount	of	an	asset	exceeds	its estimated	future	cash	flows,	an	impairment	charge	is	recognized	in	the	amount	by	which	the	carrying	amount	of	the	asset	exceeds	the	fair	value	of	the	asset.

# (i) Intangible	Assets

The	Company	has	intangible	assets	which	consist	primarily	of	customer	relationships	that	are	recorded	in	connection	with	acquisitions	at	their	fair	value	based	on the	results	of	valuation	analysis.	Customer	relationships	are	amortized	over	their	estimated	useful	lives	using	an	accelerated	method	which	takes	into	consideration expected	customer	attrition	rates	up	to	a	ten-year	period.	Intangible	assets	with	estimated	useful	lives	(principally	customer	relationships	and	certain	trademarks)	are reviewed	for	impairment	in	accordance	with	the	Impairment	or	Disposal	of	Long-Lived	Assets	Subsection	of	FASB	ASC	Section	360-10-35,	while	certain	trademarks determined	to	have	indefinite	lives	are	reviewed	for	impairment	at	least	annually	in	accordance	with	FASB	ASC	Topic	350.

# (j) Computer	Software

Computer	software	includes	the	fair	value	of	software	acquired	in	business	combinations,	purchased	software	and	capitalized	software	development	costs. Purchased	software	is	recorded	at	cost	and	amortized	using	the	straight-line	method	over	its	estimated	useful	life	and	software	acquired	in	business	combinations	is recorded	at	its	fair	value	and	amortized	using	straight-line	or	accelerated	methods	over	its	estimated	useful	life,	ranging	from	five	to	ten	years.

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)	and	the	date	placed	in	service	for	purchased	software (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	ten	years,	or	(2)	the	ratio	of	current	revenues	to	total	anticipated	revenue	over	its	useful	life.

# (k) Deferred	Contract	Costs

Costs	of	software	sales	and	outsourced	data	processing	and	application	management	arrangements,	including	costs	incurred	for	bid	and	proposal	activities,	are generally	expensed	as	incurred.	However,	certain	costs	incurred	upon	initiation	of	a	contract	are	deferred	and	expensed	over	the	contract	life.	These	costs	represent incremental	external	costs	or	certain	specific	internal	costs	that	are	directly	related	to	the	contract	acquisition	or	transition	activities	and	are	primarily	associated	with installation	of	systems/processes	and	data	conversion.

In	the	event	indications	exist	that	a	particular	deferred	contract	cost	balance	may	be	impaired,	undiscounted	estimated	cash	flows	of	the	contract	are	projected	over its	remaining	term	and	compared	to	the	unamortized	deferred	contract	cost	balance.	If	the	projected	cash	flows	are	not	adequate	to	recover	the	unamortized	cost	balance, the	balance	would	be	adjusted	to	equal	the	contract's	net	realizable	value,	including	any	termination	fees	provided	for	under	the	contract,	in	the	period	such	a determination	is	made.

# (l) Property	and	Equipment

Property	and	equipment	is	recorded	at	cost,	less	accumulated	depreciation	and	amortization.	Depreciation	and	amortization	are	computed	primarily	using	the straight-line	method	based	on	the	estimated	useful	lives	of	the	related	assets:	thirty	years	for

buildings	and	three	to	seven	years	for	furniture,	fixtures	and	computer	equipment.	Leasehold	improvements	are	amortized	using	the	straight-line	method	over	the	lesser of	the	initial	term	of	the	applicable	lease	or	the	estimated	useful	lives	of	such assets.

# (m) Income	Taxes

The	Company	recognizes	deferred	income	tax	assets	and	liabilities	for	temporary	differences	between	the	financial	reporting	basis	and	the	tax	basis	of	the Company's	assets	and	liabilities	and	expected	benefits	of	utilizing	net	operating	loss	and	credit	carryforwards.	Deferred	income	tax	assets	and	liabilities	are	measured using	enacted	tax	rates	expected	to	apply	to	taxable	income	in	the	years	in	which	those	temporary	differences	are	expected	to	be	recovered	or	settled.	The	impact	on deferred	income	taxes	of	changes	in	tax	rates	and	laws,	if	any,	is	reflected	in	the	Consolidated	Financial	Statements	in	the	period	enacted.

# (n) 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.	The	Company	recognizes	revenue	when:	(i)	evidence	of	an	arrangement	exists;	(ii)	delivery	has occurred;	(iii)	the	fees	are	fixed	or	determinable;	and	(iv)	collection	is	considered	probable.

The	following	describes	the	Company's	primary	types	of	revenues	and	its	revenue	recognition	policies	as	they	pertain	to	the	types	of	transactions	the	Company enters	into	with	its	customers.	The	Company	enters	into	arrangements	with	customers	to	provide	services,	software	and	software-related	services	such	as	post-contract customer	support	and	implementation	and	training	either	individually	or	as	part	of	an	integrated	offering	of	multiple	services.	These	services	occasionally	include offerings	from	more	than	one	segment	to	the	same	customer.	The	revenues	for	services	provided	under	these	multiple	element	arrangements	are	recognized	in accordance	with	the	applicable	revenue	recognition	accounting	principles	as	further	described	below.

In	October	2009,	the	FASB	issued	Accounting	Standards	Update	No.	2009-13,	Multiple-Deliverable	Revenue	Arrangements	("ASU	2009-13").	This	new	standard revises	the	guidance	for	determining	whether	multiple	deliverables	in	an	arrangement	can	be	separated	for	revenue	recognition	and	how	the	consideration	should	be allocated.	It	eliminates	the	use	of	the	residual	method	of	revenue	recognition,	except	where	subject	to	FASB	ASC	Subtopic	985-605	for	software-related	elements,	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. A	deliverable	in	a	multiple	element	arrangement	is	considered	a	separate	unit	of	accounting	if	(a)	the	item	has	value	to	the	customer	on	a	standalone	basis;	and	(b)	if	the arrangement	includes	a	general	right	of	return	relative	to	the	delivered	item,	delivery	or	performance	of	the	item	is	considered	probable	and	substantially	in	the Company's	control.	FIS	early	adopted	the	provisions	of	ASU	2009-13	prospectively	for	all	new	and	materially	modified	arrangements	after	January	1,	2010.	Processing and	services	revenues	would	have	been	approximately	$19.3	million	less	than	reported	if	the	new	or	materially	modified	arrangements	after	January	1,	2010	had	been subject	to	the	prior	accounting	guidance.

We	establish	VSOE	of	selling	price	using	the	price	charged	when	the	same	element	is	sold	separately,	or	in	the	case	of	post-contract	customer	support	or	other recurring	services,	when	a	substantive	stated	renewal	rate	is	provided	to	the	customer.	In	certain	limited	circumstances,	the	Company	is	not	able	to	establish	VSOE	for all	deliverables	in	a	multiple	element	arrangement.	This	may	be	due	to	the	infrequent	occurrence	of	standalone	sales	for	an	element,	a	limited	sales	history	for	new solutions	or	pricing	within	a	broader	range	than	permissible	by	our	policy	to	establish	VSOE.	In	those	circumstances,	we	proceed	to	the	alternative	levels	in	the	hierarchy of	determining	selling	price.	TPE	of	selling	price	is	established	by	evaluating	largely	similar	and	interchangeable	competitor	products	or	services	in	standalone	sales	to similarly	situated	customers.	The	Company	is	typically	not	able	to	determine	TPE	and	we	have	not	used	this	measure	since	we	are	unable	to	reliably	verify	standalone prices	of	competitive	solutions.	ESP	is	established	in	those	instances	where	neither	VSOE	nor	TPE	are	available,	considering	internal	factors	such	as	margin	objectives, pricing	practices	and	controls,	customer	segment	pricing	strategies	and	the	product	life	cycle.	Consideration	is	also	given	to	market	conditions	such	as	competitor	pricing strategies	and	industry	technology	life	cycles.

The	Company's	arrangements	with	multiple	deliverables	may	include	one	or	more	elements	that	are	subject	to	the	existing	software	revenue	recognition	guidance. The	consideration	for	these	multiple	element	arrangements	is	allocated	to	the	software	deliverables	and	the	non-software	deliverables	based	on	the	relative	selling	prices of	all	of	the	elements	in	the	arrangement

using	the	hierarchy	in	ASU	2009-13.	The	appropriate	revenue	recognition	guidance	is	then	applied	to	the	respective	software	and	non-software	elements.

This	new	guidance	did	not	have	a	material	impact	on	revenue	recognition	due	to	the	existence	of	VSOE	for	most	of	the	Company's	solutions.	While	the	impact	of adopting	this	change	going	forward	will	be	a	function	of	the	component	elements	of	new	contracts	entered	into	or	materially	modified,	we	expect	a	minimal	impact	in	the timing	and	pattern	of	revenue	recognition	since	we	have	established	VSOE	for	those	solutions	comprising	the	vast	majority	of	our	revenues.	The	effect	of	the	change	will primarily	relate	to	arrangements	that	include	software	licenses	with	other	service	elements	that	have	historically	resulted	in	revenue	deferral	for	certain	non-software elements.	The	Company	does	not	expect	this	new	accounting	guidance	to	impact	its	future	pricing	practices	or	go-to-market	strategies.

# Processing	Services

Processing	services	include	data	processing	and	application	management.	Revenues	from	processing	services	are	typically	volume-based	depending	on	factors	such as	the	number	of	accounts	processed,	transactions	processed	and	computer	resources	utilized.	Revenues	from	these	arrangements	are	recognized	as	services	are performed.

A	relatively	small	percentage	of	credit	card	processing	revenue	is	generated	from	the	merchant	institution	processing	business,	where	the	relationship	is	with	the financial	institution	that	contracts	directly	with	the	merchant.	In	this	business,	the	Company	is	responsible	for	collecting	and	settling	interchange	fees	with	the	credit	card associations.	Whether	a	company	should	recognize	revenue	based	on	the	gross	amount	billed	to	a	customer	or	the	net	amount	retained	is	a	matter	of	judgment	that depends	on	the	relevant	facts	and	circumstances.	Certain	factors	or	indicators	have	been	identified	in	the	authoritative	literature	that	should	be	considered	in	the evaluation.	As	a	result	of	changes	in	contractual	relationships	in	2010,	certain	interchange	revenues	that	the	company	had	previously	recorded	gross,	with	related expenses	recorded	to	cost	of	revenue,	are	now	recorded	net.

# Professional	Service	Revenues

Revenues	and	costs	related	to	implementation,	conversion	and	programming	services	associated	with	the	Company's	data	processing	and	application	management agreements	during	the	implementation	phase	are	deferred	and	subsequently	recognized	using	the	straight-line	method	over	the	term	of	the	related	services	agreement when	these	upfront	services	do	not	have	standalone	value.	The	Company	evaluates	these	deferred	contract	costs	for	impairment	in	the	event	any	indications	of impairment	exist.

Revenues	and	costs	related	to	other	consulting	service	agreements	are	recognized	as	the	services	are	provided,	assuming	the	separation	criteria	outlined	above	are satisfied.

# License	and	Software	Related	Revenues

The	Company	recognizes	software	license	and	post-contract	customer	support	fees	as	well	as	associated	implementation,	training,	conversion	and	programming	fees in	accordance	with	FASB	ASC	Subtopic	985-605.	Initial	license	fees	are	recognized	when	a	contract	exists,	the	fee	is	fixed	or	determinable,	software	delivery	has occurred	and	collection	of	the	receivable	is	deemed	probable,	provided	that	vendor-specific	objective	evidence	("VSOE")	of	fair	value	has	been	established	for	any undelivered	elements.	VSOE	for	each	element	is	based	on	the	price	charged	when	the	same	element	is	sold	separately,	or	in	the	case	of	post-contract	customer	support, when	a	substantive	stated	renewal	rate	is	provided	to	the	customer.	If	evidence	of	fair	value	of	all	undelivered	elements	exists	but	evidence	does	not	exist	for	one	or	more delivered	elements,	then	revenue	is	recognized	using	the	residual	method.	Under	the	residual	method,	the	fair	value	of	the	undelivered	elements	is	deferred	and	the remaining	portion	of	the	arrangement	fee	is	recognized	as	revenue.	If	evidence	of	fair	value	does	not	exist	for	one	or	more	undelivered	elements	of	a	contract,	then	all revenue	is	deferred	until	all	elements	are	delivered	or	fair	value	is	determined	for	all	remaining	undelivered	elements.	Revenue	from	post-contract	customer	support	is recognized	ratably	over	the	term	of	the	agreement.	The	Company	records	deferred	revenue	for	all	billings	invoiced	prior	to	revenue	recognition.

With	respect	to	a	small	percentage	of	revenues,	the	Company	uses	contract	accounting	when	the	arrangement	with	the	customer	includes	significant	customization, modification,	or	production	of	software.	For	elements	accounted	for	under	contract	accounting,	revenue	is	recognized	using	the	percentage-of-completion	method	since reasonably	dependable	estimates	of	revenues	and	contract	hours	applicable	to	various	elements	of	a	contract	can	be	made.	Cost-to-cost	or	efforts-expended	(labor	hours) methods	are	used	to	measure	progress	toward	completion.	Revenues	in	excess	of	billings	on	these	agreements	are

recorded	as	unbilled	receivables	and	are	included	in	trade	receivables.	Billings	in	excess	of	revenue	recognized	on	these	agreements	are	recorded	as	deferred	revenue until	revenue	recognition	criteria	are	met.	Changes	in	estimates	for	revenues,	costs	and	profits	are	recognized	in	the	period	in	which	they	are	determinable.	When	the Company's	estimates	indicate	that	the	entire	contract	will	be	performed	at	a	loss,	a	provision	for	the	entire	loss	is	recorded	in	that	accounting	period.

In	arrangements	where	the	licensed	software	includes	hosting	the	software	for	the	customer,	a	software	element	is	only	considered	present	if	the	customer	has	the contractual	right	to	take	possession	of	the	software	at	any	time	during	the	hosting	period	without	significant	penalty	and	it	is	feasible	for	the	customer	to	either	operate the	software	on	their	own	hardware	or	contract	with	another	vendor	to	host	the	software.	If	the	arrangement	meets	these	criteria,	as	well	as	the	other	criteria	for recognition	of	the	license	revenues	described	above,	a	software	element	is	present	and	license	revenues	are	recognized	when	the	software	is	delivered	and	hosting revenues	are	recognized	as	the	service	is	provided.	If	a	separate	software	element	as	described	above	is	not	present,	the	related	revenues	are	combined	and	recognized ratably	over	the	hosting	or	maintenance	period,	whichever	is	longer.

Hardware	revenue	is	recognized	as	a	delivered	element	following	the	separation	and	recognition	criteria	discussed	above.	The	Company	does	not	stock	in	inventory the	hardware	products	sold,	but	arranges	for	delivery	of	hardware	from	third-party	suppliers.	The	Company	has	evaluated	the	gross	vs.	net	indicators	for	these transactions	and	records	the	revenue	related	to	hardware	transactions	on	a	gross	basis	and	the	related	costs	are	included	in	cost	of	revenue	as	the	Company	is	considered the	primary	obligor	by	the	customer,	bears	risk	of	loss,	and	has	latitude	in	establishing	prices	on	the	equipment.

# (o) Cost	of	Revenue	and	Selling,	General	and	Administrative

# Expenses

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

Selling,	general	and	administrative	expenses	include	payroll,	employee	benefits,	occupancy	and	other	costs	associated	with	personnel	employed	in	sales,	marketing, human	resources,	finance	and	other	administrative	roles.	Selling,	general	and	administrative	expenses	also	include	depreciation	on	non-operating	corporate	assets, advertising	costs	and	other	marketing-related	programs.

# (p) Stock-Based	Compensation

# Plans

The	Company	accounts	for	stock-based	compensation	plans	using	the	fair	value	method.	Thus,	compensation	cost	is	measured	based	on	the	fair	value	of	the	award	at the	grant	date	and	is	recognized	over	the	service	period.

# (q) Foreign	Currency

# Translation

The	functional	currency	for	the	foreign	operations	of	the	Company	is	either	the	U.S.	Dollar	or	the	local	currency.	For	foreign	operations	where	the	local	currency	is the	functional	currency,	the	translation	of	foreign	currencies	into	U.S.	Dollars	is	performed	for	balance	sheet	accounts	using	exchange	rates	in	effect	at	the	balance	sheet date	and	for	revenue	and	expense	accounts	using	the	average	exchange	rate	during	the	period.	The	gains	and	losses	resulting	from	the	translation	are	included	in accumulated	other	comprehensive	earnings	(loss)	in	the	Consolidated	Statements	of	Equity	and	Comprehensive	Earnings	and	are	excluded	from	net	earnings.	Realized gains	or	losses	resulting	from	other	foreign	currency	transactions	are	included	in	other	income.

# (r) Management	Estimates

The	preparation	of	these	Consolidated	Financial	Statements	in	conformity	with	U.S.	generally	accepted	accounting	principles	requires	management	to	make estimates	and	assumptions	that	affect	the	reported	amounts	of	assets	and	liabilities	and	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	Consolidated Financial	Statements	and	the	reported	amounts	of	revenues	and	expenses	during	the	reporting	periods.	Actual	results	could	differ	from	those	estimates.

# (s) Check	Guarantee	Reserves

In	the	Company's	check	guarantee	business,	if	a	guaranteed	check	presented	to	a	merchant	customer	is	dishonored	by	the

check	writer's	bank,	the	Company	reimburses	the	merchant	customer	for	the	check's	face	value	and	pursues	collection	of	the	amount	from	the	delinquent	check	writer. Loss	reserves	and	anticipated	recoveries	are	primarily	determined	by	performing	a	historical	analysis	of	the	Company's	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	customer	volumes, statistical	analysis	of	check	fraud	trends	within	customer	volumes,	and	the	quality	of	returned	checks.	Once	these	factors	are	considered,	the	Company	establishes	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	cost	of	revenue.	The	estimated	check	returns	and	recovery	amounts	are	subject	to	risk	that	actual	amounts	returned	and	recovered	may	be different	than	the	Company's	estimates.	The	Company	had	accrued	claims	payable	balances	of	$18.0	million	and	$18.3	million	at	December	31,	2010	and	2009, respectively,	related	to	these	estimations.	The	Company	had	accrued	claims	recoverable	of	$20.8	million	and	$22.5	million	at	December	31,	2010	and	2009, respectively,	related	to	these	estimations.	In	addition,	the	Company	recorded	check	guarantee	losses,	net	of	anticipated	recoveries	excluding	service	fees,	of	$69.4 million,	$83.3	million	and	$115.2	million	for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.	The	amount	paid	to	merchant	customers,	net	of	amounts recovered	from	check	writers	excluding	service	fees,	was	$64.0	million,	$72.4	million	and	$100.7	million	for	the	years	ended	December	31,	2010,	2009	and	2008, respectively.

# (t) Net	Earnings	per

# Share

Net	earnings	and	earnings	per	share	for	the	years	ended	December	31,	2010,	2009	and	2008	are	as	follows	(in	millions,	except	per	share	data):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Earnings\tfrom\tcontinuing\toperations\tattributable\tto\tFIS,\tnet\tof\ttax | $447.6 | $106.4 | $118.9 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS,\tnet\tof\ttax | (43.1) | (0.5) | 95.9 |
| Net\tearnings\tattributable\tto\tFIS | $404.5 | $105.9 | $214.8 |
| Weighted\taverage\tshares\toutstanding\t—\tbasic | 345.1 | 236.4 | 191.6 |
| Plus:\tCommon\tstock\tequivalent\tshares | 6.9 | 3.0 | 1.9 |
| Weighted\taverage\tshares\toutstanding\t—\tdiluted | 352.0 | 239.4 | 193.5 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.30 | $0.45 | $0.62 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\tstockholders | (0.12) | (0.00) | 0.50 |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $1.17 | $0.45 | $1.12 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.27 | $0.44 | $0.61 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\nstockholders | (0.12) | (0.00) | 0.50 |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $1.15 | $0.44 | $1.11 |

Options	to	purchase	approximately	5.6	million,	12.3	million	and	12.3	million	shares	of	our	common	stock	for	the	years	ended	December	31,	2010,	2009	and	2008, respectively,	were	not	included	in	the	computation	of	diluted	earnings	per	share	because	they	were	antidilutive.

# (u) Certain	Reclassifications

Certain	reclassifications	have	been	made	in	the	2009	and	2008	Consolidated	Financial	Statements	to	conform	to	the	classifications	used	in	2010.

# (3) Discontinued	Operations

Certain	operations	are	reported	as	discontinued	in	the	Consolidated	Statements	of	Earnings	for	the	years	ended

December	31,	2010,	2009	and	2008.	Interest	is	allocated	to	discontinued	operations	based	on	debt	to	be	retired	and	debt	specifically	identified	as	related	to	the	respective discontinued	operation.

# Brazil	Item	Processing	and	Remittance	Services	Operations

In	2006,	we	purchased	an	item	processing	and	remittance	services	company	in	Brazil,	which	is	now	Participacoes.	The	business	has	generated	net	operating	losses since	the	purchase.	The	trend	of	losses	had	improved	through	2009	and	the	business	was	expected	to	generate	positive	cash	flow	in	2010.	In	the	first	half	of	2010, Participacoes	reversed	the	improving	trend	and	experienced	increasing	losses.	Additionally,	in	the	third	quarter	2010,	a	significant	customer	notified	us	of	their	intent	to remove	certain	processing	volumes	from	Participacoes.	As	a	result	of	these	negative	trends	and	events,	during	the	third	quarter	2010,	the	Company	decided	to	pursue strategic	alternatives	for	Participacoes.	Participacoes	had	revenues	of	$61.5	million,	$58.4	million	and	$68.1	million	during	the	years	ended	December	31,	2010,	2009 and	2008,	respectively.	Participacoes	had	losses	before	taxes	of	$63.5	million,	$7.7	million	and	$12.7	million	during	the	years	ended	December	31,	2010,	2009	and	2008, respectively.	Included	in	the	operating	loss	for	the	year	ended	December	31,	2010	were	impairment	charges	totaling	$25.0	million	related	to	the	write	down	of	property and	equipment	and	intangible	assets.	The	Company	has	classified	the	assets	and	liabilities	of	Participacoes	as	held	for	sale	in	the	Consolidated	Balance	Sheet	as	of December	31,	2010.

# ClearPar

On	October	30,	2009,	we	entered	into	a	definitive	agreement	to	sell	ClearPar	because	its	operations	did	not	align	with	our	strategic	plans.	The	net	assets	were classified	as	held	for	sale	at	December	31,	2009,	and	the	transaction	was	closed	on	January	1,	2010.	We	received	proceeds	of	$71.5	million,	realizing	a	pretax	gain	on sale	of	$5.7	million	and	an	after	tax	loss	of	($9.8)	million	resulting	from	permanent	tax	differences	associated	with	the	allocation	of	goodwill.	ClearPar	had	revenues	of $20.8	million	and	$18.3	million	during	the	years	ended	December	31,	2009	and	2008,	respectively.	ClearPar	had	earnings	before	taxes	of	$12.2	million	and	$11.1	million during	the	years	ended	December	31,	2009	and	2008,	respectively.

On	July	2,	2008,	all	of	the	shares	of	the	common	stock,	par	value	$0.0001	per	share,	of	LPS	were	distributed	to	FIS	shareholders	through	a	stock	dividend	(the "spin-off").	At	the	time	of	the	distribution,	LPS	consisted	of	substantially	all	the	assets,	liabilities,	businesses	and	employees	related	to	FIS'	Lender	Processing	Services segment.	Upon	the	distribution,	FIS	shareholders	received	one-half	share	of	LPS	common	stock	for	every	share	of	FIS	common	stock	held	as	of	the	close	of	business	on June	24,	2008.	The	results	of	operations	of	the	former	Lender	Processing	Services	segment	of	FIS	are	reflected	as	discontinued	operations	in	the	Consolidated Statements	of	Earnings	for	the	year	ended	December	31,	2008.	The	Lender	Processing	Services	segment	had	revenues	of	$913.1	million	and	earnings	before	taxes	of $188.4	million	for	the	period	from	January	1,	2008	through	July	2,	2008.

# Certegy	Australia,	Ltd.

On	October	13,	2008,	we	sold	Certegy	Australia,	Ltd.	("Certegy	Australia")	for	$21.1	million	in	cash	and	other	consideration,	because	its	operations	did	not	align with	our	strategic	plans.	Certegy	Australia	had	revenues	of	$27.6	million	and	losses	before	taxes	of	$17.6	million	(including	$26.0	million	of	trademark	impairment charge	as	discussed	in	Note	9)	during	the	year	ended	December	31,	2008.

# Certegy	Gaming	Services

On	April	1,	2008,	we	sold	Certegy	Gaming	Services,	Inc.	("Certegy	Game")	for	$25.0	million,	realizing	a	pretax	loss	of	$4.1	million,	because	its	operations	did	not align	with	our	strategic	plans.	Certegy	Game	had	revenues	of	$27.2	million	and	earnings	before	taxes	of	$0.3	million	(excluding	the	pretax	loss	realized	on	sale)	during the	year	ended	December	31,	2008.

# FIS	Credit	Services

On	February	29,	2008,	we	sold	FIS	Credit	Services,	Inc.	("Credit")	for	$6.0	million,	realizing	a	pre-tax	gain	of	$1.4	million,	because	its	operations	did	not	align with	our	strategic	plans.	Credit	had	revenues	of	$1.4	million	and	losses	before	taxes	of	$0.2	million	(excluding	the	realized	gain)	during	the	year	ended	December	31, 2008.

# Homebuilders	Financial	Network

During	the	year	ended	December	31,	2008,	we	discontinued	and	dissolved	Homebuilders	Financial	Network,	LLC	and	its	related	entities	("HFN")	due	to	the	loss	of a	major	customer.	HFN	had	revenues	of	$1.4	million	and	losses	before	taxes	of	$4.7	million	during	the	year	ended	December	31,	2008.

We	are	party	to	certain	related	party	agreements	described	below.

# 					Revenues	and	Expenses

A	detail	of	related	party	items	included	in	revenues	for	the	years	ended	December	31,	2010,	2009	and	2008	is	as	follows	(in	millions):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Banco\tSantander\titem\tprocessing\trevenue | $28.2 | $44.2 | $50.1 |
| Banco\tBradesco\titem\tprocessing\trevenue | 16.9 | 14.5 | 16.6 |
| Banco\tSantander\tBrazilian\tVenture\trevenue\t(includes\ttermination\tfee,\tsee\tNote\t6) | 107.3 | 64.0 | 45.1 |
| Banco\tBradesco\tBrazilian\tVenture\trevenue | 171.7 | 97.3 | 76.2 |
| FNF\tdata\tprocessing\tservices\trevenue | 51.1 | 49.9 | 42.5 |
| Sedgwick\tdata\tprocessing\tservices\trevenue | 14.8 | 40.0 | 39.3 |
| Ceridian\tdata\tprocessing\tservices\trevenue | 25.3 | 6.4 | 0.4 |
| LPS\tservices\trevenue | 0.1 | 0.7 | 0.3 |
| Total\trelated\tparty\trevenues | $415.4 | $317.0 | $270.5 |

See	Note	6	for	a	discussion	of	the	Brazilian	outsourced	card-processing	venture	with	Banco	Santander	and	Banco	Bradesco	(the	"Brazilian	Venture").	Banco Santander	terminated	its	participation	in	the	Brazilian	Venture	effective	August	5,	2010.	The	revenue	items	with	Banco	Santander	are,	therefore,	summarized	above	as related	party	activity	through	that	date.

A	detail	of	related	party	items	included	in	operating	expenses	(net	of	expense	reimbursements)	for	the	years	ended	December	31,	2010,	2009	and	2008	is	as	follows (in	millions):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Equipment\tand\treal\testate\tleasing\twith\tFNF\tand\tLPS | $1.2 | $16.0 | $19.3 |
| Administrative\tcorporate\tsupport\tand\tother\tservices\twith\tFNF\tand\tLPS | 3.6 | 12.7 | 11.6 |
| Total\texpenses | $4.8 | $28.7 | $30.9 |

We	provide	data	processing	services	to	FNF,	our	former	parent,	consisting	primarily	of	infrastructure	support	and	data	center	management.	The	Chairman	of	the Board	of	Directors	of	FIS	is	currently	the	Chairman	of	the	Board	of	Directors	of	FNF.	Our	agreement	with	FNF	runs	through	September	30,	2013,	with	an	option	to renew	for	one	or	two	additional	years,	subject	to	certain	early	termination	provisions	(including	the	payment	of	minimum	monthly	service	and	termination	fees).	During the	2009	third	quarter,	FNF	entered	into	a	transaction	that	triggered	the	repayment	of	the	$5.9	million	note	payable	to	FIS.	We	recorded	interest	income	related	to	this note	of	approximately	$0.1	million	and	$0.3	million	for	the	years	ended	December	31,	2009	and	2008,	respectively.	Historically,	FNF	has	provided	to	us,	and	to	a	lesser extent	we	have	provided	to	FNF,	certain	administrative	support	services	relating	to	general	management	and	administration.	The	pricing	for	these	services,	both	to	and from	FNF,	is	at	cost.	We	also	incurred	expenses	for	amounts	paid	by	us	to	FNF	under	leases	of	certain	personal	property	and	technology	equipment.

# FNF	and	THL	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	respective	investments.	Contingent	upon	THL	maintaining	certain ownership	levels	in	FIS	common	stock,	THL	has	the	right	to	designate	one	member	to	the	Company's	board	of	directors.

# Ceridian

We	provide	data	processing	services	to	Ceridian	Corporation	("Ceridian"),	a	company	in	which	FNF	holds	an	approximate	33%	equity	interest.

# Sedgwick

We	provide	data	processing	services	to	Sedgwick	CMS,	Inc.	("Sedgwick"),	a	company	in	which	FNF	held	an	approximate	32%	equity	interest	through	May	28, 2010.	The	revenue	items	with	Sedgwick	are,	therefore,	summarized	above	as	related	party	activity	through	May	28,	2010.

We	provided	information	technology	services	to	LPS	through	mid	2010.	In	addition,	we	have	entered	into	certain	property	management	and	real	estate	lease agreements	with	LPS	relating	to	our	Jacksonville	corporate	headquarters.	LPS	remained	a	related	party	through	March	1,	2010,	as	Lee	A.	Kennedy	served	as	the Executive	Vice	Chairman	and	a	Director	of	the	Board	of	FIS	as	well	as	the	Chairman	of	the	Board	of	LPS.	Effective	March	1,	2010,	Mr.	Kennedy	and	the	Company mutually	agreed	that	he	would	no	longer	serve	as	an	executive	officer	and	director	of	the	Company	and	its	subsidiaries.	The	revenue	and	expense	items	with	LPS	are, therefore,	summarized	above	as	related	party	activity	through	March	1,	2010.

We	believe	the	amounts	earned	from	or	charged	by	us	under	each	of	the	foregoing	arrangements	are	fair	and	reasonable.	We	believe	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.

# Discontinued	Operations	—	Related	Party	Activity

Through	July	2,	2008,	LPS	provided	a	number	of	services	to	FNF	that	are	now	presented	as	discontinued	operations.	These	services	included	title	agency	services, software	development	services,	real	estate	related	services	and	other	cost	sharing	services.	These	activities	are	included	within	net	earnings	from	discontinued operations.

# (5) Acquisitions

The	results	of	operations	and	financial	position	of	the	entities	acquired	during	the	years	ended	December	31,	2010,	2009	and	2008	are	included	in	the	Consolidated Financial	Statements	from	and	after	the	date	of	acquisition.	There	were	no	significant	acquisitions	in	2010	and	2008.

# Metavante

On	October	1,	2009,	we	completed	the	acquisition	of	Metavante	(the	"Metavante	Acquisition").	Metavante	expanded	the	scale	of	FIS	core	processing	and	payment capabilities,	added	trust	and	wealth	management	processing	services	and	added	to	our	EFT	capabilities	with	the	NYCE	Network.	Metavante	also	added	significant	scale to	treasury	and	cash	management	offerings	and	provided	an	entry	into	the	healthcare	and	government	payments	markets.	Pursuant	to	the	Agreement	and	Plan	of	Merger dated	as	of	March	31,	2009,	Metavante	became	a	wholly-owned	subsidiary	of	FIS.	Each	issued	and	outstanding	share	of	Metavante	common	stock,	par	value	$0.01	per share,	was	converted	into	1.35	shares	of	FIS	common	stock.	In	addition,	outstanding	Metavante	stock	options	and	other	stock-based	awards	were	converted	into comparable	FIS	stock	options	and	other	stock-based	awards	at	the	same	conversion	ratio.

The	total	purchase	price	was	as	follows	(in	millions):

We	recorded	a	preliminary	allocation	of	the	purchase	price	to	Metavante	tangible	and	identifiable	intangible	assets	acquired	and	liabilities	assumed	based	on	their estimated	fair	values	as	of	October	1,	2009.	Goodwill	was	recorded	based	on	the	amount	by	which	the	purchase	price	exceeded	the	fair	value	of	the	net	assets	acquired. The	preliminary	purchase	price	allocation	was	as	follows	(in	millions):

| The	preliminary	purchase	price	allocation	was	as	follows	(in	millions): |  |
| :--- | :--- |
| Cash | $439.7 |
| Trade\tand\tother\treceivables | 237.9 |
| Land,\tbuildings,\tand\tequipment | 119.8 |
| Other\tassets | 144.4 |
| Computer\tsoftware | 287.7 |
| Intangible\tassets | 1,572.0 |
| Goodwill | 4,083.1 |
| Liabilities\tassumed | (2,673.4) |
| Noncontrolling\tinterest | (23.4) |
| Total\tpurchase\tprice | $4,187.8 |
| The\tfollowing\ttable\tsummarizes\tthe\tliabilities\tassumed\tin\tthe\tMetavante\tAcquisition\t(in\tmillions): |  |
| Long-term\tdebt\tincluding\tcurrent\tportion | $1,720.1 |
| Deferred\tincome\ttaxes | 544.4 |
| Other\tliabilities | 408.9 |

During	the	current	year,	the	Company	completed	certain	tax	studies	and	appraisals	and	recorded	a	reduction	of	$3.7	million	in	the	provisional	goodwill	balance,	an offsetting	reduction	in	other	liabilities	of	$2.2	million,	an	increase	in	land,	buildings	and	equipment	of	$1.5	million	and	adjustments	of	less	than	$1.0	million	to	trade	and other	receivables,	accrued	liabilities	and	deferred	income	taxes.	These	adjustments	were	not	given	retrospective	application	to	October	1,	2009	due	to	their immateriality.

In	connection	with	the	Metavante	Acquisition,	we	also	acquired	Metavante	stock	option	plans	and	issued	approximately	12.2	million	options	and	0.6	million restricted	stock	units	in	replacement	of	similar	outstanding	awards	held	by	Metavante	employees.	The	amounts	attributable	to	vested	options	were	included	as	an adjustment	to	the	purchase	price,	and	the	amounts	attributable	to	unvested	options	and	restricted	stock	units	will	be	expensed	over	the	remaining	vesting	period	based	on a	valuation	as	of	the	date	of	closing.

As	of	the	acquisition	date,	WPM,	L.P.,	a	Delaware	limited	partnership	affiliated	with	Warburg	Pincus	Private	Equity	IX,	L.P.	(collectively	"Warburg	Pincus") owned	25%	of	the	outstanding	shares	of	Metavante	common	stock,	and	was	a	party	to	a	purchase	right	agreement	with	Metavante	that	granted	Warburg	Pincus	the	right to	purchase	additional	shares	of	Metavante	common	stock	under	certain	conditions	in	order	to	maintain	its	relative	ownership	interest.	The	Company	and	Warburg Pincus	entered	into	a	replacement	stock	purchase	right	agreement	effective	upon	consummation	of	the	merger,	granting	Warburg	Pincus	the	right	to	purchase comparable	FIS	shares	in	lieu	of	Metavante	shares.	The	purchase	right	agreement	relates	to	Metavante	employee	stock	options	that	were	outstanding	as	of	the	date	of Warburg	Pincus'	initial	investment	in	Metavante.	The	stock	purchase	right	may	be	exercised	quarterly	for	a	number	of	shares	equal	to	one-third	of	the	number	of	said employee	stock	options	exercised	during	the	preceding	quarter,	at	a	price	equal	to	one-third	of	the	aggregate	exercise	prices	for	such	options.	Alternatively,	the	right	may be	exercised	for	a	number	of	shares	equal	to	the	difference	between	(i)	one-third	of	the	number	of	said	employee	stock	options	exercised	during	the	preceding	quarter and	(ii)	the	quotient	of	one-third	of	the	aggregate	exercise	prices	of	such	options	exercised	divided	by	the	quoted	closing	price	of	a	common	share	on	the	day immediately	before	exercise	of	the	purchase	right,	at	a	price	equal	to	$.01	per	share	("Net	Settlement	Feature").	In	March	2010,	0.5	million	shares	were	issued	to Warburg	Pincus	relative	to	2009	activity.	An	additional	0.2	million	shares	were	issued	during	2010	relative	to	first,

second	and	third	quarter	2010	activity.	Warburg	Pincus	paid	a	nominal	amount	for	these	shares	under	the	Net	Settlement	Feature	of	the	agreement.	As	of	December	31, 2010,	approximately	4.3	million	employee	options	remained	outstanding	that	were	subject	to	this	purchase	right;	therefore,	the	right	will	permit	Warburg	Pincus	to purchase	at	most	an	additional	1.4	million	shares.

# Pro	Forma	Results

Metavante's	revenues	of	$404.1	million	for	the	fourth	quarter	of	2009	are	included	in	the	Consolidated	Statements	of	Earnings.	Disclosure	of	the	earnings	of Metavante	since	the	acquisition	date	is	not	practicable	as	it	is	not	being	operated	as	a	standalone	subsidiary.

Selected	unaudited	pro	forma	results	of	operations	for	the	years	ended	December	31,	2009	and	2008,	assuming	the	Metavante	Acquisition	had	occurred	as	of January	1	of	each	respective	year,	are	presented	for	comparative	purposes	below	(in	millions,	except	per	share	amounts):

|  | 2009 | 2008 |
| :--- | :--- | :--- |
| Total\trevenues | $4,924.7 | \t $4,952.7 |
| Net\tearnings\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $155.6 | \t $140.0 |
| Pro\tforma\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $0.42 | \t $0.38 |
| Pro\tforma\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $0.41 | \t $0.37 |

Pro	forma	results	include	impairment	charges	of	$136.9	million	and	Metavante	merger	and	integration	related	costs	of	approximately	$143.2	million,	on	a	pre-tax basis.	Excluding	the	impact	of	deferred	revenue	adjustments,	total	pro	forma	revenues	would	be	$4,993.5	million	and	$5,023.9	million	for	2009	and	2008,	respectively.

# Other	acquisitions

The	Company	completed	a	number	of	other	acquisitions	in	2010	that	were	not	significant,	individually	or	in	the	aggregate,	including	ValueCentric	Marketing	Group,	Inc. for	$32.8	million	in	October	2010	and	Capco	for	$411.5	million	in	December	2010.

The	Capco	purchase	price	included	cash	consideration	of	$297.8	million	at	closing	for	89%	of	the	outstanding	common	stock	plus	future	contingent	consideration valued	at	$113.7	million	based	on	targeted	operating	performance	in	2013	through	2015.	An	advance	of	$7.8	million	against	the	contingent	consideration	was	paid	in December	2010.	The	fair	value	of	the	contingent	consideration	was	determined	based	on	current	forecasts	of	achievement	of	the	targeted	operating	performance.	The maximum	contingent	consideration	payout	is	$232.2	million.

The	contingent	consideration	consists	of	two	components,	the	deferred	purchase	price	and	the	balance	of	common	stock	not	yet	transferred.	The	remaining	11%	of outstanding	stock	will	be	transferred	to	the	Company	in	2011	and	2012	in	partial	exchange	for	any	contingent	consideration	ultimately	earned.	The	fair	value	of	the	non- controlling	interest	was	$44.4	million.	Because	the	stock	is	considered	mandatorily	redeemable,	it	has	been	classified	together	with	the	deferred	purchase	price	in	other noncurrent	liabilities	rather	than	in	equity.

In	conjunction	with	the	acquisition,	Capco	and	FIS	established	a	New	Hires	and	Promotions	Incentive	Plan	to	attract	new	employees	and	to	retain	and	incent existing	employees	and	management.	This	plan	provides	for	aggregate	payments	of	up	to	$67.8	million	to	eligible	participants	upon	achievement	of	revenue	and EBITDA	targets	during	the	performance	period,	which	is	January	1,	2013	through	December	31,	2015.	The	Company	and	Capco	also	established	an	Employee	Loyalty Incentive	Plan,	also	for	the	purpose	of	attracting	new	and	retaining	and	incentivizing	existing	employees	and	management.	This	plan	provides	for	aggregate	payments	of up	to	1%	of	Capco's	revenue	to	eligible	participants	during	the	performance	period,	which	is	January	1,	2011	through	December	31,	2015.

# (6) Brazilian

# Venture

In	March	2006,	we	entered	into	an	agreement	with	ABN	AMRO	Real	("ABN")	and	Banco	Bradesco	S.A.	("Bradesco")

(collectively,	"banks")	to	form	a	venture	(the	"Brazilian	Venture"),	to	provide	comprehensive,	fully	outsourced	card	processing	services	to	Brazilian	card	issuers.	In exchange	for	a	51%	controlling	interest	in	the	venture,	we	contributed	our	existing	Brazilian	card	processing	business	contracts	and	Brazilian	card	processing infrastructure	and	made	enhancements	to	our	card	processing	system	to	meet	the	needs	of	the	banks	and	their	affiliates.	The	banks	executed	long-term	contracts	to process	their	card	portfolios	with	the	venture	in	exchange	for	an	aggregate	49%	interest.	The	accounting	entries	for	this	transaction	were	recorded	during	2008	when certain	walkaway	rights	lapsed,	resulting	in	the	establishment	of	a	contract	intangible	asset	of	$224.2	million	and	a	liability	for	amounts	payable	to	the	banks	upon	final migration	of	their	respective	card	portfolios	and	achieving	targeted	volumes	(the	"Brazilian	Venture	Notes").	This	related	party	payable	was	$47.9	million	and $73.0	million	at	December	31,	2010	and	2009,	respectively.

During	2009,	after	a	downstream	merger	of	legal	entities	in	Brazil	that	pushed	tax	deductible	goodwill	into	the	venture,	we	determined	that	the	contract	intangible asset	established	in	2008	created	a	deferred	tax	liability	of	$73.2	million	due	to	a	tax	basis	lower	than	the	book	value	recorded.	Furthermore,	the	tax	deductible	goodwill within	the	venture	should	have	had	the	impact	of	increasing	the	enterprise	valuation	used	to	determine	the	fair	value	of	the	acquired	contracts.	The	impact	of	these	two items	increased	the	amount	that	should	have	been	recorded	for	the	contract	intangible	by	a	total	of	$83.8	million.	The	deferred	tax	liability	and	the	contract	intangible balances	were	adjusted	by	these	amounts	as	of	December	31,	2009.	The	incremental	value	assigned	to	the	intangible	asset	will	result	in	additional	amortization,	to	be recorded	as	a	reduction	in	revenue.

During	the	third	quarter	of	2008,	Banco	Santander	acquired	majority	control	of	ABN.	Subsequent	thereto,	Banco	Santander	publicly	stated	its	intention	to consolidate	all	Brazilian	card	processing	operations	onto	its	own	in-house	technology	platform,	and	notified	the	Brazilian	Venture	during	2009	of	its	desire	to	exit	the relationship.	In	late	January	2010,	Banco	Santander	ceased	processing	its	card	portfolio	on	the	Brazilian	Venture's	systems,	and	in	August	2010,	all	documents	required to	effect	a	mutually	agreeable	exit	for	Banco	Santander	were	executed.

					Under	the	terms	of	the	exit	agreements,	Banco	Santander	relinquished	its	ownership	in	the	Brazilian	Venture.	Banco	Santander	paid	a	termination	fee	of approximately	$83.3	million	directly	to	FIS,	which	is	included	in	processing	and	services	revenues	for	the	year	ended	December	31,	2010.	Brazilian	Venture	Notes	were forgiven	in	the	amount	of	$19.4	million,	representing	Banco	Santander's	pro	rata	interest	therein.	Certain	capitalized	software	development	costs	incurred	exclusively	for use	in	processing	Banco	Santander	card	activity	with	a	net	unamortized	balance	of	$14.6	million	were	written	off.	In	addition,	$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,	was	deemed	impaired	due	to	the	exit of	Banco	Santander	and	charged	to	amortization	expense.	As	a	result	of	the	above	transactions,	we	recorded	$50.1	million	after-tax	as	non-controlling	interest	loss representing	our	minority	partner's	share	of	the	write-offs.

					The	net	impact	of	the	items	noted	above	resulted	in	an	increase	in	net	earnings	attributable	to	FIS	common	stockholders	for	2010	of	approximately	$17.2	million	or $0.05	per	share,	and	is	summarized	as	follows	(in	millions):

# Statement	of	Earnings	Classification

| Cash	Item:<br>Receipt	of	termination	fee | Statement	of	Earnings	Classification<br>	 Processing	and	services	revenue | $83.3 |
| :--- | :--- | :--- |
| Non-cash\tItems: |  |  |
| Write-down\tof\tnotes\tpayable | \t Other\tincome\t(expense) | 19.4 |
| Write-off\tof\tcapitalized\tsoftware | Impairment\tcharges | 14.6 |
| Write-down\tof\tcontract\tintangible | Impairment\tcharges | 140.3 |
| Income\ttax\teffect\tof\tabove\titems | \t Provision\tfor\tincome\ttaxes | (19.3) |
| Minority\tpartner's\tshare\tof\twrite-downs,\tnet\tof | Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling |  |
| tax | interest | 50.1 |
| Net\timpact\ton\tearnings\tattributable\tto\tFIS\ncommon\tstockholders |  | 17.2 |

Certain	terms	of	the	Brazilian	Venture	were	subsequently	renegotiated	between	Banco	Bradesco	and	FIS	and	were

memorialized	in	an	Amended	Association	Agreement	in	November	2010.	Among	other	things,	the	payout	for	the	Brazilian	Venture	Notes	was	extended	over	a	ten-year period,	resulting	in	a	reduction	to	the	recorded	present-value	of	the	obligation	and	related	extinguishment	gain	in	the	amount	of	$5.7	million.	FIS	continues	to	own	51% of	the	Brazilian	Venture	and	retained	control	such	that	we	will	continue	to	consolidate	the	Brazilian	Venture's	results.

The	Brazilian	Venture	currently	processes	approximately	40	million	cards	for	clients	in	Brazil	and	provides	call	center,	cardholder	support	and	collection	services	for their	card	portfolios.	Additionally,	we	are	still	performing	call	center	and	cardholder	support	for	Banco	Santander.

# (7) Property	and	Equipment

Property	and	equipment	as	of	December	31,	2010	and	2009	consists	of	the	following	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Land | $28.0 | $28.2 |
| Buildings | 159.7 | 154.3 |
| Leasehold\timprovements | 78.5 | 72.0 |
| Computer\tequipment | 407.4 | 339.3 |
| Furniture,\tfixtures,\tand\tother\tequipment | 114.0 | 103.8 |
|  | 787.6 | 697.6 |
| Accumulated\tdepreciation\tand\tamortization | (397.6) | (321.7) |
|  | $390.0 | $375.9 |

Depreciation	and	amortization	expense	on	property	and	equipment	amounted	to	$123.0	million,	$81.3	million	and	$88.4	million	for	the	years	ended	December	31, 2010,	2009	and	2008,	respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	depreciation	and	amortization	expense	on property	and	equipment	of	$19.5	million,	$5.3	million	and	$12.3	million	for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.

|  | FSG | PSG | ISG | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance,\tDecember\t31,\t2008 | $2,096.4 | \t $1,674.1 | \t $423.5 | \t $4,194.0 |
| Goodwill\tdistributed\tthrough\tthe\tsale\tof\tnon-strategic\tbusinesses | (51.3) | — | — | (51.3) |
| Goodwill\tacquired\tduring\t2009 | 1,694.4 | 2,355.7 | 33.0 | 4,083.1 |
| Purchase\tprice\tand\tforeign\tcurrency\tadjustments | (1.1) | (0.4) | 8.6 | 7.1 |
| Balance,\tDecember\t31,\t2009 | 3,738.4 | 4,029.4 | 465.1 | 8,232.9 |
| Goodwill\tacquired\tduring\t2010 | 163.9 | 31.2 | 137.3 | 332.4 |
| Purchase\tprice\tand\tforeign\tcurrency\tadjustments | (3.0) | (6.4) | (5.9) | (15.3) |
| Balance,\tDecember\t31,\t2010 | $3,899.3 | \t $4,054.2 | \t $596.5 | \t $8,550.0 |

No	reporting	units	were	at	risk	of	failing	step	one	of	the	impairment	test	as	of	the	September	30,	2010	measurement	date.

# (9) Intangible	Assets

Customer	relationships	intangible	assets	are	obtained	as	part	of	acquired	businesses	and	are	amortized	over	their	estimated	useful	lives,	generally	5	to	10	years	using accelerated	methods.	Trademarks	determined	to	have	indefinite	lives	are	not	amortized.	Certain	other	trademarks	are	amortized	over	periods	ranging	up	to	fifteen	years. As	of	December	31,	2010	and	2009,	trademarks	carried	at	$90.5	million	and	$49.1	million,	respectively,	were	classified	as	indefinite	lived.

Intangible	assets,	as	of	December	31,	2010,	consisted	of	the	following	(in	millions):

|  | Cost | Accumulated<br>Amortization | Net |
| :--- | :--- | :--- | :--- |
| Customer\trelationships | $2,961.2 | $(881.2) | $2,080.0 |
| Trademarks | 128.5 | (5.6) | 122.9 |
|  | $3,089.7 | $(886.8) | $2,202.9 |

|  | Cost | Accumulated<br>Amortization | Net |
| :--- | :--- | :--- | :--- |
| Customer\trelationships | $2,942.3 | $(638.7) | $2,303.6 |
| Trademarks | 99.2 | (6.0) | 93.2 |
|  | $3,041.5 | $(644.7) | $2,396.8 |

Amortization	expense	for	intangible	assets	with	definite	lives	was	$267.3	million,	$153.4	million	and	$135.4	million	for	the	years	ended	December	31,	2010,	2009 and	2008	respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	amortization	expense	on	intangible	assets	of	$0.7	million, $0.5	million	and	$21.0	million	for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.	During	the	year	ended	December	31,	2010,	as	a	result	of	Banco Santander's	exit	from	the	Brazilian	Venture,	the	Company	recorded	a	pre-tax	impairment	charge	of	$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.	Included	in	the	$25.0	million	of	impairment	charges recognized	in	2010	for	Participacoes	(Note	3)	was	$5.2	million	related	to	intangible	assets.	The	Company	introduced	a	new	brand	identity	in	conjunction	with	the October	1,	2009	Metavante	acquisition,	giving	rise	to	a	pre-tax	impairment	charge	of	$124.0	million	related	to	certain	previously	acquired	trademarks.	During	the	year ended	December	31,	2008,	we	recorded	a	pre-tax	impairment	charge	of	$52.0	million	to	reduce	the	carrying	value	of	a	trademark	related	to	the	Company's	retail	check business	to	its	estimated	fair	value,	due	to	declining	check	volumes	and	the	sale	of	our	Australian	check	business.	We	estimated	the	fair	value	of	the	check	trademark	by utilizing	a	relief	from	royalty	methodology.	Under	this	method,	we	estimate	the	amount	of	cash	flows	that,	without	owning	the	trademark,	we	would	have	had	to	pay	to license	the	trademark.	These	estimated	cash	flows	were	then	discounted	to	determine	the	fair	value.	Additionally,	the	trademark,	previously	accounted	for	as	an indefinite	lived	intangible	asset,	was	determined	to	no	longer	be	indefinite	and	has	an	estimated	useful	life	of	15	years	and	is	being	amortized	straight	line	over	its remaining	life.	Approximately	$26.0	million	of	this	pre-tax	impairment	charge	is	included	in	the	Corporate	and	Other	segment	and	$26.0	million	(approximately $17.7	million	net	of	tax)	is	included	in	discontinued	operations	in	our	Consolidated	Statements	of	Earnings,	as	a	portion	of	the	charge	related	to	the	Company's Australian	retail	check	business	disposed	of	in	fiscal	year	2008	(Note	3).

Estimated	amortization	of	intangibles,	including	the	contract	intangible	in	our	Brazilian	Venture	which	is	amortized	as	a	reduction	in	revenue,	for	the	next	five	years is	as	follows	(in	millions):

# (10) Computer	Software

Computer	software	as	of	December	31,	2010	and	2009	consisted	of	the	following	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Software\tfrom\tbusiness\tacquisitions | $653.7 | $646.7 |
| Capitalized\tsoftware\tdevelopment\tcosts | 690.9 | 662.6 |
| Purchased\tsoftware | 76.5 | 72.3 |
| Computer\tsoftware | 1,421.1 | 1,381.6 |
| Accumulated\tamortization | (512.1) | (448.9) |
| Computer\tsoftware,\tnet\tof\taccumulated\tamortization | $909.0 | $932.7 |

Amortization	expense	for	computer	software	was	$180.5	million,	$149.8	million	and	$149.9	million	for	the	years	ended	December	31,	2010,	2009	and	2008, respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	amortization	expense	on	computer	software	of	$3.3	million, $0.7	million	and	$15.3	million	for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.	During	the	year	ended	December	31,	2010,	as	a	result	of	Banco Santander's	exit	from	the	Brazilian	Venture,	we	recorded	a	$14.6	million	charge	pertaining	to	capitalized	software	development	costs	incurred	exclusively	for	use	in processing	Banco	Santander's	card	activity.	The	write-off	was	included	in	the	ISG	segment.	During	the	year	ended	December	31,	2009,	we	recorded	a	$12.9	million charge	to	write-off	the	carrying	value	of	impaired	software	resulting	from	the	rationalization	of	FIS	and	Metavante	product	lines.	Of	this	total,	$6.8	million	related	to FSG	and	$6.1	million	related	to	PSG.	The	impairment	was	recorded	in	the	Corporate	and	Other	Segment.

# (11) Deferred	Contract

# Costs

A	summary	of	deferred	contract	costs	as	of	December	31,	2010	and	2009	was	as	follows	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Installations\tand\tconversions\tin\tprogress | $40.9 | $31.8 |
| Installations\tand\tconversions\tcompleted,\tnet | 162.1 | 193.5 |
| Other,\tnet | 51.2 | 36.1 |
| Total\tdeferred\tcontract\tcosts | $254.2 | $261.4 |

Amortization	of	deferred	contract	costs	was	$59.3	million,	$49.4	million	and	$39.8	million	for	the	years	ended	December	31,	2010,	2009	and	2008	respectively. Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	amortization	expense	on	deferred	contract	costs	of	$1.1	million	for	the	year	ended December	31,	2008.

# (12) Accounts	Payable	and	Accrued	Liabilities

Accounts	payable	and	accrued	liabilities	as	of	December	31,	2010	and	2009	consisted	of	the	following	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Salaries\tand\tincentives | $119.8 | $84.8 |
| Accrued\tbenefits\tand\tpayroll\ttaxes | 43.6 | 33.1 |
| Trade\taccounts\tpayable | 119.0 | 80.1 |
| Reserve\tfor\tclaims\tand\tclaims\tpayable | 8.0 | 16.5 |
| Accrued\tinterest\tpayable | 66.3 | 13.7 |
| Current\tportion\tinterest\trate\tswaps | 2.9 | 30.7 |
| Taxes\tother\tthan\tincome\ttax | 49.6 | 42.9 |
| Other\taccrued\tliabilities | 168.1 | 221.4 |
| Total\taccounts\tpayable\tand\taccrued\tliabilities | $577.3 | $523.2 |

Long-term	debt	as	of	December	31,	2010	and	2009	consisted	of	the	following	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Term\tLoan\tA-1,\tsecured,\tquarterly\tprincipal\tamortization\t(1) | $350.0 | $1,890.0 |
| Term\tLoan\tA-2,\tsecured,\tquarterly\tprincipal\tamortization\t(2) | 1,900.0 | — |
| Term\tLoan\tB,\tsecured,\tquarterly\tprincipal\tamortization\t(3) | 1,496.3 | — |
| Senior\tNotes\tdue\t2017,\tunsecured,\tinterest\tpayable\tsemi-annually\tat\t7.625% | 600.0 | — |
| Senior\tNotes\tdue\t2020,\tunsecured,\tinterest\tpayable\tsemi-annually\tat\t7.875% | 500.0 | — |
| Metavante\tTerm\tLoan\t(4) | — | 794.5 |
| Term\tLoan\tC | — | 200.0 |
| Revolving\tLoan,\tsecured\t(5) | 305.0 | 336.0 |
| Other\tpromissory\tnotes\twith\tvarious\tinterest\trates\tand\tmaturities | 40.8 | 32.8 |
|  | 5,192.1 | 3,253.3 |
| Less\tcurrent\tportion | (256.9) | (236.7) |
| Long-term\tdebt,\texcluding\tcurrent\tportion | $4,935.2 | $3,016.6 |

(1)				Interest	on	the	Term	Loan	A-1	is	generally	payable	at	LIBOR	plus	an	applicable	margin	of	up	to	1.25%	based	upon	the	Company's	leverage	ratio,	as	defined	in	the amended	and	extended	credit	agreement	discussed	below	and	as	reported	quarterly	pursuant	thereto.	As	of	December	31,	2010,	the	weighted	average	interest rate	on	the	Term	Loan	A-1	was	1.26%.

(2)				Interest	on	the	Term	Loan	A-2	is	generally	payable	at	LIBOR	plus	an	applicable	margin	of	up	to	2.50%	based	upon	the	Company's	leverage	ratio,	as	defined	in	the amended	and	extended	credit	agreement	discussed	below	and	as	reported	quarterly	pursuant	thereto.	As	of	December	31,	2010,	the	weighted	average	interest rate	on	the	Term	Loan	A-2	was	2.77%.

(3)				Interest	on	the	Term	Loan	B	is	generally	payable	at	LIBOR	plus	an	applicable	margin	of	3.75%,	subject	to	a	LIBOR	floor	of	1.50%.	As	of	December	31,	2010,	the interest	rate	on	the	Term	Loan	B	was	5.25%.

(4)				Net	of	$3.5	million	fair	value	discount	at	December	31,	2009.	On	July	16,	2010,	FIS	repaid	in	full	the	outstanding	terms	loans	under	the	MV	Credit	Agreement	and terminated	that	credit	facility.

(5)				Interest	on	the	portion	of	the	Revolving	Loans	that	matures	in	January	2012,	approximately	$112.3	million	of	commitments,	is	generally	payable	at	LIBOR	plus	an applicable	margin	of	up	to	1.00%,	plus	a	facility	fee	of	up	to	0.25%.	Interest	on	the	portion	of	the	Revolving	Loans	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,	in	addition	to	an	unused	commitment	fee	of	0.50%.	As of	December	31,	2010,	the	applicable	margins	on	the	2012	Revolving	Loan	and	2014	Revolving	Loan,	excluding	facility	fees	and	unused	commitment	fees, were	0.80%	and	2.50%,	respectively.

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	June	29,	2010	amendment	and	extension,	among	other	things,	(1)	extended	certain	maturities,	as	described	below;	(2)	authorized	certain increases	in	the	amount	of	loans	available	thereunder;	and	(3)	changed	the	pricing	of	certain	of	the	loans.	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,	consisting	of $112.3	million	in	revolving	credit	capacity	maturing	on	January	18,	2012	(the	"2012	Revolving	Loan")	and	$921.4	million	in	revolving	credit	capacity	maturing	on	July 18,	2014	(the	"2014	Revolving	Loan"	together	with	the	2012	Revolving	Loan	the	"Revolving	Loans");	(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	(the	Term	Loan	B	as	defined	below)	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	Loans	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).

On	November	1,	2007,	Metavante	entered	into	a	credit	agreement	(the	"MV	Credit	Agreement)	for	an	aggregate	principal

amount	of	$2,000.0	million	comprised	of	$1,750.0	million	of	seven-year	term	loans	(the	"MV	Term	Loan")	and	a	six-year	revolving	capacity	of	$250.0	million	(the "MV	Revolving	Loan").	Immediately	preceding	the	merger	of	FIS	and	Metavante,	the	outstanding	balances	of	the	MV	Term	Loan	and	MV	Revolving	Loan	were $1,723.8	million	and	$0,	respectively.	On	October	1,	2009,	contemporaneous	with	the	closing	of	the	Metavante	merger,	FIS	obtained	$500.0	million	of	term	loans	(the "Term	Loan	C"),	under	the	FIS	Credit	Agreement.	FIS	exchanged	the	$500.0	million	of	Term	Loan	C	for	$500.0	million	of	the	MV	Term	Loan	(which	portion	was subsequently	cancelled).	In	addition,	on	October	1,	2009,	FIS	purchased	$423.8	million	of	the	remaining	MV	Term	Loan,	which	loans	were	deemed	to	be contemporaneously	cancelled.	After	giving	effect	to	the	exchange,	purchase	and	cancellation,	the	aggregate	principal	amount	of	the	MV	Term	Loan	outstanding	as	of October	1,	2009	was	$800.0	million.	On	July	16,	2010,	FIS	repaid	in	full	the	outstanding	terms	loans	under	the	MV	Credit	Agreement	and	terminated	that	credit	facility.

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	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	was	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	$1,500	million	(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	Loans	from	time	to	time	until	the	applicable	maturity	dates.	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.	Voluntary	prepayment	of	the Term	Loans	is	generally	permitted	at	any	time	without	fee	upon	proper	notice	and	subject	to	a	minimum	dollar	requirement.	The	Revolving	Loans	have	no	scheduled principal	payments,	but	they	will	be	due	and	payable	in	full	on	their	applicable	maturity	dates.	Commitment	reductions	of	the	Revolving	Loans	are	also	permitted	at	any time	without	fee	upon	proper	notice.

In	addition	to	the	scheduled	principal	payments,	the	Term	Loans	are	(with	certain	exceptions)	subject	to	mandatory	prepayment	upon	the	occurrence	of	certain events.	There	were	no	mandatory	prepayments	owed	for	the	period	ended	December	31,	2010.

The	Term	Loan	A-1	and	the	2012	Revolving	Loan	mature	on	January	18,	2012,	unless	extended	or	earlier	terminated	in	accordance	with	the	provisions	of	the agreement.	Borrowings	under	the	Term	Loan	A-1	and	2012	Revolving	Loan	bear	interest	at	(i)	LIBOR	plus	an	applicable	margin	or	(ii)	a	Base	Rate	plus	an	applicable margin.	The	FIS	Credit	Agreement	defines	Base	Rate	as	the	higher	of	(a)	the	Federal	Funds	Rate	plus	1/2	of	1%	and	(b)	the	rate	of	interest	in	effect	for	such	day	as publicly	announced	from	time	to	time	by	JPMorgan	Chase	Bank,	N.A.	("JPMCB")	as	its	"prime	rate".	We	pay	a	commitment	fee	on	the	Revolving	Loan	of	0.20%	per annum,	as	of	December	31,	2010.

The	Term	Loan	A-2	and	2014	Revolving	Loan	mature	on	July	18,	2014,	unless	extended	or	earlier	terminated	in	accordance	with	the	provisions	of	the	agreement. Borrowings	under	the	Term	Loan	A-2	and	2014	Revolving	Loan	bear	interest	at	(i)	LIBOR	plus	an	applicable	margin	or	(ii)	a	Base	Rate	plus	an	applicable	margin.	FIS pays	an	unused	commitment	fee	of	0.50%	on	the	2014	Revolving	Loan.

The	Term	Loan	B	matures	on	July	18,	2016,	unless	extended	or	earlier	terminated	in	accordance	with	the	provisions	of	the	agreement.	Borrowings	under	the	Term Loan	B	bears	interest	at	(i)	LIBOR	plus	an	applicable	margin,	subject	to	a	LIBOR	floor	of	1.50%,	or	(ii)	a	Base	Rate	plus	an	applicable	margin.	For	the	purposes	of	the Term	B	Loan,	the	definition	of	Base	Rate	was

# amended	to	include	one-month	LIBOR	plus	1%.

The	FIS	Credit	Agreement	contains	provisions	permitting	us	to	obtain	additional	term	and/or	revolving	loans	in	the	future,	conditioned	upon	our	ability	to	obtain additional	commitments	from	lenders	to	fund	those	loans,	in	a	principal	amount	of	up	to	$750	million.	The	FIS	Credit	Agreement	includes	provisions	that	would	permit lenders	providing	2012	Revolving	Loans	and	Term	Loan	A-1,	if	requested	by	FIS,	to	extend	the	maturity	date	of	those	loans	to	July	18,	2014	(becoming	2014	Revolving Loans	or	Term	Loan	A-2,	respectively)	and	increase	the	pricing	for	those	loans	to	equal	the	pricing	of	the	existing	2014	Revolving	Loan	and	the	Term	Loan	A-2,	as applicable.

The	FIS	Credit	Agreement	remains	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.	Upon	an	event	of	default	under	the	FIS	Credit	Agreement,	the	administrative	agent	can	accelerate	the	maturity	of	all amounts	borrowed.	Events	of	default	include	the	failure	to	pay	principal	and	interest	in	a	timely	manner	and	breach	of	certain	covenants.

The	obligations	of	FIS	under	the	FIS	Credit	Agreement	are	guaranteed	by	substantially	all	of	the	domestic	subsidiaries	of	FIS	and	are	secured	by	a	pledge	of	the equity	interests	issued	by	substantially	all	of	the	domestic	subsidiaries	of	FIS	and	a	pledge	of	65%	of	the	equity	interests	issued	by	certain	foreign	subsidiaries	of	FIS.

					On	July	16,	2010,	we	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	its	amended	credit	facility	(the	"Guarantors")	and	The	Bank	of New	York	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.

					Interest	on	the	2017	Notes	accrues	at	the	rate	of	7.625%	per	annum	and	interest	on	the	2020	Notes	accrues	at	the	rate	of	7.875%	per	annum.	Interest	on	each	series	of Notes	is	payable	semi-annually	in	cash	in	arrears	on	January	15	and	July	15	of	each	year,	commencing	on	January	15,	2011.	The	Notes	are	fully	and	unconditionally guaranteed	on	a	senior	unsecured	basis	by	each	of	the	Guarantors.

					The	Notes	and	the	related	guarantees	are	general	senior	unsecured	obligations	of	FIS	and	the	Guarantors	and	(1)	rank	equally	in	right	of	payment	with	all	of	FIS'	and the	Guarantors'	existing	and	future	senior	debt,	(2)	are	effectively	junior	to	all	of	FIS'	and	the	Guarantors'	existing	and	future	secured	debt	to	the	extent	of	the	value	of	the assets	securing	that	secured	debt,	(3)	are	effectively	junior	to	all	existing	and	future	debt	and	liabilities	of	FIS'	non-guarantor	subsidiaries	and	(4)	rank	senior	in	right	of payment	to	all	of	FIS'	future	debt,	if	any,	that	is	by	its	terms	expressly	subordinated	to	the	Notes.

					FIS	may	redeem	some	or	all	of	the	2017	Notes	and	the	2020	Notes	before	July	15,	2013	and	July	15,	2014,	respectively,	by	paying	a	"make-whole"	premium.	FIS may	redeem	some	or	all	of	the	2017	Notes	and	the	2020	Notes	on	or	after	July	15,	2013	and	July	15,	2014,	respectively,	at	specified	redemption	prices.	In	addition, before	July	15,	2013,	FIS	may	redeem	up	to	35%	of	the	Notes	with	the	net	proceeds	of	certain	equity	offerings.

					FIS	is	obligated	to	offer	to	repurchase	the	Notes	at	a	price	of	(a)	101%	of	their	principal	amount	plus	accrued	and	unpaid	interest,	if	any,	as	a	result	of	certain	change of	control	events	and	(b)	100%	of	their	principal	amount	plus	accrued	and	unpaid	interest,	if	any,	in	the	event	of	certain	asset	sales.	These	restrictions	and	prohibitions are	subject	to	certain	qualifications	and	exceptions.

					The	indenture	contains	covenants	that,	among	other	things,	limit	FIS'	ability	and	the	ability	of	certain	of	FIS'	subsidiaries	(a)	to	incur	or	guarantee	additional indebtedness,	(b)	to	make	certain	restricted	payments,	(c)	to	create	or	incur	certain	liens,	(d)	to	create	restrictions	on	the	payment	of	dividends	or	other	distributions	to FIS	from	its	restricted	subsidiaries,	(e)	to	engage	in	sale	and	leaseback	transactions,	(f)	to	transfer	all	or	substantially	all	of	the	assets	of	FIS	or	any	restricted	subsidiary or	enter	into	merger	or	consolidation	transactions	and	(g)	to	engage	in	certain	transactions	with	affiliates.	These	covenants	are	subject	to	a	number	of	exceptions, limitations	and	qualifications	in	the	indenture.

Also	on	July	16,	2010,	FIS	used	a	portion	of	the	net	proceeds	of	the	Notes	and	the	Term	Loan	B	to	repay	in	full	the	outstanding	amount	under	the	Metavante	Term Loan	and	subsequently	terminated	the	Metavante	Credit	Agreement.	FIS	used

the	remaining	net	proceeds	of	the	Notes	and	the	Term	Loan	B,	together	with	other	borrowings,	to	repurchase	shares	of	common	stock	pursuant	to	the	Tender	Offer	(see Note	16),	and	to	pay	fees	and	expenses.

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	their	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	Agreement	(impacting	the	capacity	of	the	Revolving	Loans),	the	maximum	loss	of	available capacity	on	the	undrawn	portion	of	the	Revolving	Loans,	as	of	December	31,	2010,	would	be	about	$105.6	million.

Due	to	the	significance	of	the	change	in	the	present	value	of	expected	cash	flows	from	the	2010	amendment	and	extension	of	our	Term	Loan	A,	a	portion	of	the transaction	was	treated	as	a	debt	extinguishment.	Consequently,	certain	previously	capitalized	costs	and	fees	and	expenses	related	to	the	transaction	totaling	$13.7 million	were	treated	as	debt	extinguishment	expense	in	2010	and	are	recorded	in	Other	Income	(Expense)	on	the	Consolidated	Statements	of	Earnings.	During	the	year ended	December	31,	2008,	we	recorded	a	charge	of	$12.4	million	to	write-off	unamortized	debt	issuance	costs	associated	with	the	retirement	of	Term	Loan	B	in conjunction	with	the	LPS	spin-off.	Total	debt	issuance	costs	of	$66.9	million	are	capitalized	as	of	December	31,	2010	related	to	all	of	the	above	credit	facilities.

As	of	December	31,	2010,	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):

We	have	designated	these	interest	rate	swaps	as	cash	flow	hedges	and	as	such	they	are	carried	on	the	Consolidated	Balance	Sheets	at	fair	value	with	changes	in	fair value	included	in	other	comprehensive	earnings,	net	of	tax.

A	summary	of	the	fair	value	of	the	Company's	derivative	instruments	is	as	follows	(in	millions):

|  | December	31,	2010 |  | December	31,	2009 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Balance\tSheet\tLocation | Fair\tValue | Balance\tSheet\tLocation | Fair\tValue |
|  | Accounts\tpayable\tand |  | Accounts\tpayable\tand |  |
| Interest\trate\tswap\tcontracts | accrued\tliabilities | $3.4 | accrued\tliabilities | $13.4 |
| Interest\trate\tswap\tcontracts | Other\tlong-term\tliabilities | 18.3 | \t Other\tlong-term\tliabilities | 31.1 |
| Total\tderivatives\tdesignated\tas\thedging\ninstruments |  | $21.7 |  | $44.5 |

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.	Adjustments are	made	to	these	amounts	and	to	accumulated	other	comprehensive	earnings	("AOCE")	within	the	Consolidated	Statement	of	Equity	and	Comprehensive	Earnings	as the	factors	that	impact	fair	value	change,	including	current	and	projected	interest	rates,	time	to	maturity	and	required	cash	transfers/settlements	with	our	counterparties. Periodic	actual	and	estimated	settlements	with	counterparties	are	recorded	to	interest	expense	as	a	yield	adjustment	to	effectively	fix	the	otherwise	variable	rate	interest expense	associated	with	the	Term	and	Revolving	Loans.

As	part	of	the	Metavante	Acquisition,	the	Company	assumed	a	certain	interest	rate	swap	liability	that	is	not	designated	as	a	hedge.	The	fair	value	of	the	remaining acquired	swap	was	$42.1	million	on	December	31,	2010	and	is	recorded	as	part	of	other	long-term	liabilities.	Of	this	total,	$10.5	million	is	subject	to	interest	rate volatility,	and	may	result	in	future	period	expense.	During	2010,	the	Company	recorded	$5.6	million	in	expense	for	fair	value	adjustments	to	this	instrument.

A	summary	of	the	effect	of	derivative	instruments	on	the	Company's	Consolidated	Statements	of	Earnings	and	recognized	in	AOCE	for	the	years	ended December	31,	2010,	2009	and	2008	are	as	follows	(in	millions):

Approximately	$6.0	million	of	the	balance	in	accumulated	OCE	at	December	31,	2010	is	expected	to	be	reclassified	into	income	in	2011.

Our	existing	cash	flow	hedges	are	highly	effective	and	there	was	no	impact	on	earnings	due	to	hedge	ineffectiveness.	It	is	our	practice	to	execute	such	instruments with	credit-worthy	banks	at	the	time	of	execution	and	not	to	enter	into	derivative	financial	instruments	for	speculative	purposes.	As	of	December	31,	2010,	we	believe that	our	interest	rate	swap	counterparties	will	be	able	to	fulfill	their	obligations	under	our	agreements	and	we	believe	we	will	have	debt	outstanding	through	the	various expiration	dates	of	the	swaps	such	that	the	forecasted	transactions	remain	probable	of	occurring.

# Taxes

Income	tax	expense	(benefit)	attributable	to	continuing	operations	for	the	years	ended	December	31,	2010,	2009	and	2008	consists	of	the	following	(in	millions):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Current\tprovision\t(benefit): |  |  |  |
| Federal | $210.2 | $87.2 | $10.1 |
| State | 34.8 | 18.8 | 3.2 |
| Foreign | 26.0 | 8.9 | 6.5 |
| Total\tcurrent\tprovision | $271.0 | $114.9 | $19.8 |
| Deferred\tprovision\t(benefit): |  |  |  |
| Federal | $9.5 | $(52.8) | $32.5 |
| State | 0.8 | (5.2) | 2.6 |
| Foreign | (66.0) | (2.2) | 2.7 |
| Total\tdeferred\tprovision | (55.7) | (60.2) | 37.8 |
| Total\tprovision\tfor\tincome\ttaxes | $215.3 | $54.7 | $57.6 |

The	provision	for	income	taxes	is	based	on	pre-tax	income	from	continuing	operations,	which	is	as	follows	for	the	years	ended	December	31,	2010,	2009	and	2008 (in	millions):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| United\tStates | $674.0 | $103.1 | $126.0 |
| Foreign | (57.7) | 60.6 | 54.8 |
| Total | $616.3 | $163.7 | $180.8 |

Total	income	tax	expense	for	the	years	ended	December	31,	2010,	2009	and	2008	is	allocated	as	follows	(in	millions):

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Tax\texpense\tper\tstatements\tof\tearnings | $215.3 | $54.7 | $57.6 |
| Tax\texpense\ton\tequity\tin\tearnings\tof\tunconsolidated\tsubsidiaries | — | — | 0.1 |
| Tax\texpense\tattributable\tto\tdiscontinued\toperations | (22.4) | 19.4 | 66.1 |
| Unrealized\tgain\t(loss)\ton\tinterest\trate\tswaps | 1.9 | 26.0 | (15.2) |
| Unrealized\t(loss)\tgain\ton\tforeign\tcurrency\ttranslation | 3.2 | (5.7) | (12.1) |
| Other\tadjustment | — | (0.1) | 0.7 |
| Total\tincome\ttax\texpense\t(benefit)\tallocated\tto\tother\tcomprehensive\tincome | 5.1 | 20.2 | (26.6) |
| Tax\tbenefit\tfrom\texercise\tof\tstock\toptions | (27.1) | (6.3) | (1.2) |
| Total\tincome\ttax\texpense | $170.9 | $88.0 | $96.0 |

A	reconciliation	of	the	federal	statutory	income	tax	rate	to	the	Company's	effective	income	tax	rate	for	the	years	ended	December	31,	2010,	2009	and	2008	is	as follows:

|  | 2010 |  | 2009 |  | 2008 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Federal\tstatutory\tincome\ttax\trate | 35.0 | \t% | 35.0 | \t% | 35.0 | \t% |
| State\tincome\ttaxes | 5.2 |  | 5.2 |  | 5.2 |  |
| Federal\tbenefit\tof\tstate\ttaxes | (1.8 | ) | (1.8 | ) | (1.8 | ) |
| Foreign\trate\tdifferential | (1.1 | ) | (8.8 | ) | (3.4 | ) |
| Other | (2.4 | ) | 3.8 |  | (3.1 | ) |
| Effective\tincome\ttax\trate | 34.9 | \t% | 33.4 | \t% | 31.9 | \t% |

The	significant	components	of	deferred	income	tax	assets	and	liabilities	at	December	31,	2010	and	2009	consist	of	the	following	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Deferred\tincome\ttax\tassets: |  |  |
| Net\toperating\tloss\tcarryforwards | $187.5 | $72.0 |
| Employee\tbenefit\taccruals | 79.9 | 101.6 |
| Deferred\trevenue | 65.3 | 71.9 |
| Accruals\tand\treserves | 24.0 | 29.3 |
| Interest\trate\tswaps | 21.8 | 21.9 |
| Foreign\tcurrency\ttranslation\tadjustment | 15.4 | 18.7 |
| State\ttaxes | 12.7 | 5.8 |
| Allowance\tfor\tdoubtful\taccounts | 10.9 | 16.4 |
| Foreign\ttax\tcredit\tcarryforwards | 7.4 | 15.7 |
| Other | 10.6 | 3.6 |
| Total\tgross\tdeferred\tincome\ttax\tassets | 435.5 | 356.9 |
| Less\tvaluation\tallowance | (102.9) | (20.8) |
| Total\tdeferred\tincome\ttax\tassets | 332.6 | 336.1 |
| Deferred\tincome\ttax\tliabilities: |  |  |
| Amortization\tof\tgoodwill\tand\tintangible\tassets | 1,047.3 | 1,084.7 |
| Deferred\tcontract\tcosts | 57.3 | 57.2 |
| Depreciation | 25.4 | 22.3 |
| Other | 3.8 | 6.9 |
| Total\tdeferred\tincome\ttax\tliabilities | 1,133.8 | 1,171.1 |
| Net\tdeferred\tincome\ttax\tliability | $801.2 | $835.0 |

Deferred	income	taxes	have	been	classified	in	the	Consolidated	Balance	Sheets	as	of	December	31,	2010	and	2009	as	follows	(in	millions):

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Current\tassets | $58.1 | $80.9 |
| Noncurrent\tliabilities | 859.3 | 915.9 |
| Net\tdeferred\tincome\ttax\tliability | $801.2 | $835.0 |

Management	believes	that	based	on	its	historical	pattern	of	taxable	income,	projections	of	future	income,	tax	planning	strategies	and	other	relevant	evidence,	the Company	will	produce	sufficient	income	in	the	future	to	realize	its	deferred	income	tax	assets.	A	valuation	allowance	is	established	for	any	portion	of	a	deferred	income tax	asset	if	management	believes	it	is	more	likely	than	not	that	the	Company	will	not	be	able	to	realize	the	benefits	of	all	or	a	portion	of	a	deferred	income	tax	asset. Adjustments	to	the	valuation	allowance	will	be	made	if	there	is	a	change	in	management's	assessment	of	the	amount	of	deferred	income	tax	asset	that	is	realizable.

As	of	December	31,	2010	and	2009,	the	Company	had	income	taxes	receivable	of	$15.1	million	and	$7.0	million,	respectively.	These	amounts	are	included	in	other receivables	in	the	Consolidated	Balance	Sheets.

At	December	31,	2010	and	2009,	the	Company	has	federal,	state	and	foreign	net	operating	loss	carryforwards	resulting	in	deferred	tax	assets	of	$187.5	million	and $72.0	million,	respectively.	The	federal	and	state	net	operating	losses	result	in	deferred	tax	assets	at	December	31,	2010	and	2009	of	$23.1	million	and	$9.7	million, respectively,	which	expire	between	2019	and	2024.	The	Company	has	a	valuation	allowance	against	deferred	tax	assets	for	state	net	operating	loss	carryforwards	in	the amounts	of	$9.1	million	and	$9.0	million	at	December	31,	2010	and	2009.	The	Company	has	foreign	net	operating	loss	carryforwards	resulting	in	deferred	tax	assets	at December	31,	2010	and	2009	of	$164.4	million	and	$62.3	million,	respectively.	The	Company	has	valuation	allowances	against	these	net	operating	losses	at December	31,	2010	and	2009	of	$93.9	million	and	$9.5	million,	respectively.	At	December	31,	2010	and	2009,	the	Company	had	foreign	tax	credit	carryforwards	of $7.4	million	and	$15.7	million,	respectively,	which	expire	between	2016	and	2025.	As	of	December	31,	2010	the	Company	no	longer	has	a	valuation	allowance	against these	foreign	tax	credits.	At	December	31,	2009,	the	Company	had	a	valuation	allowance	of	$2.3	million	against	these	foreign	tax	credits.

As	of	January	1,	2005,	the	IRS	selected	the	Company	to	participate	in	the	Compliance	Assurance	Process	(CAP)	which	is	a	real-time	audit	for	2005	and	future	years. The	IRS	has	completed	its	review	for	years	2002-2009.	Currently	management	believes	the	ultimate	resolution	of	the	IRS	examinations	will	not	result	in	a	material adverse	effect	to	the	Company's	financial	position	or	results	of	operations.	Substantially	all	material	foreign	income	tax	return	matters	have	been	concluded	through 2003.	Substantially	all	state	income	tax	returns	have	been	concluded	through	2006.

The	Company	provides	for	United	States	income	taxes	on	earnings	of	foreign	subsidiaries	unless	they	are	considered	permanently	reinvested	outside	the	United States.	The	determination	of	the	amount	of	unrecognized	deferred	tax	liability	related	to	these	earnings	is	not	practicable	at	this	time.

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

| States.	The	determination	of	the	amount	of	unrecognized	deferred	tax	liability	related	to	these	earnings	is	not	practicable	at	this	time. |  |
| :--- | :--- |
| The\tfollowing\ttable\treconciles\tthe\tgross\tamounts\tof\tunrecognized\ttax\tbenefits\tat\tthe\tbeginning\tand\tend\tof\tthe\tperiod\t(in\tmillions): |  |
|  | Gross\tAmount |
| Amounts\tof\tunrecognized\ttax\tbenefits\tat\tJanuary\t1,\t2009 | $15.7 |
| Amount\tof\tdecreases\tdue\tto\tlapse\tof\tthe\tapplicable\tstatute\tof\tlimitations | (1.0) |
| Acquired\tin\tMetavante\tacquisition | 27.1 |
| Increases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tin\ta\tprior\tperiod | 1.4 |
| Amount\tof\tunrecognized\ttax\tbenefit\tat\tDecember\t31,\t2009 | 43.2 |
| Amount\tof\tdecreases\tdue\tto\tlapse\tof\tthe\tapplicable\tstatute\tof\tlimitations | (1.8) |
| Amount\tof\tdecreases\tdue\tto\tchange\tof\tposition | (2.3) |
| Amount\tof\tdecreases\tdue\tto\tsettlements | (3.2) |
| Increases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tin\ta\tprior\tperiod | 6.8 |
| Amount\tof\tunrecognized\ttax\tbenefit\tat\tDecember\t31,\t2010 | $42.7 |

The	total	amount	of	interest	expense	recognized	in	the	Consolidated	Statements	of	Earnings	for	unpaid	taxes	is	$2.3	million,	$4.0	million	and	$2.3	million	for	the years	ended	December	31,	2010,	2009	and	2008,	respectively.	The	total	amount	of	interest	and	penalties	recognized	in	the	Consolidated	Balance	Sheets	is	$17.2	million and	$11.8	million	at	December	31,	2010	and	2009,	respectively.	Interest	and	penalties	are	recorded	as	a	component	of	income	tax	expense	in	the	Consolidated Statements	of	Earnings.

Due	to	the	expiration	of	various	statutes	of	limitation	in	the	next	twelve	months,	an	estimated	$1.4	million	of	gross	unrecognized	tax	benefits	may	be	recognized during	that	twelve	month	period.

# (15) Commitments	and	Contingencies

# Litigation

					In	the	ordinary	course	of	business,	the	Company	is	involved	in	various	pending	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	listed	below,	depart	from customary	litigation	incidental	to	its	business.	As	background	to	the	disclosure	below,	please	note	the	following:

•				These	matters	raise	difficult	and	complicated	factual	and	legal	issues	and	are	subject	to	many	uncertainties	and complexities.

•				The	Company	reviews	these	matters	on	an	on-going	basis	and	follows	the	authoritative	provisions	for	accounting	for	contingencies	when	making	accrual	and disclosure	decisions.	A	liability	must	be	accrued	if	(a)	it	is	probable	that	a	liability	has	been	incurred	and	(b)	the	amount	of	loss	can	be	reasonably	estimated.	If one	of	these	criteria	has	not	been	met,	disclosure	is	required	when	there	is	at	least	a	reasonable	possibility	that	a	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	these	matters	are	expensed	as	incurred.

					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.	The	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	appropriate 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	granted	with	respect	to	two	subclasses	during	the	first	quarter	of	2010.	The	motion	was	denied	with	respect to	all	other	subclasses.	The	Company	filed	a	motion	for	reconsideration.	The	motion	was	granted	and	the	two	subclasses	were	decertified.	The	plaintiff	also	filed	motions to	amend	her	complaint	to	add	two	additional	plaintiffs	to	the	lawsuit.	The	court	granted	the	motions.	During	the	second	quarter	of	2010,	the	Company	filed	a	motion	for summary	judgment	as	to	the	original	plaintiff	and	a	motion	for	sanctions	against	the	plaintiff	and	her	counsel	based	on	plaintiff's	alleged	false	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.	An	estimate	of	a	possible	loss	or	range	of	loss,	if	any,	for	this	action	cannot	be	made	at	this	time.

# Leases

The	Company	leases	certain	of	its	property	under	leases	which	expire	at	various	dates.	Several	of	these	agreements	include	escalation	clauses	and	provide	for purchases	and	renewal	options	for	periods	ranging	from	one	to	five	years.

Future	minimum	operating	lease	payments	for	leases	with	remaining	terms	greater	than	one	year	for	each	of	the	years	in	the	five	years	ending	December	31,	2015, and	thereafter	in	the	aggregate,	are	as	follows	(in	millions):

| 2011 | $65.1 |
| :--- | :--- |
| 2012 | 47.6 |
| 2013 | 35.7 |
| 2014 | 27.8 |
| 2015 | 24.3 |
| Thereafter | 78.1 |
| Total | $278.6 |

In	addition,	the	Company	has	operating	lease	commitments	relating	to	office	equipment	and	computer	hardware	with	annual	lease	payments	of	approximately $16.3	million	per	year	which	renew	on	a	short-term	basis.

Rent	expense	incurred	under	all	operating	leases	during	the	years	ended	December	31,	2010,	2009	and	2008	was	$116.1	million,	$100.2	million	and	$117.0	million, respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	rent	expense	of	$2.0	million,	$1.8	million	and	$17.0	million	for	the years	ended	December	31,	2010,	2009	and	2008,	respectively.

Data	Processing	and	Maintenance	Services	Agreements.		The	Company	has	agreements	with	various	vendors,	which	expire	between	2011	and	2017,	for	portions	of its	computer	data	processing	operations	and	related	functions.	The	Company's	estimated	aggregate	contractual	obligation	remaining	under	these	agreements	was approximately	$554.3	million	as	of	December	31,	2010.	However,	this	amount	could	be	more	or	less	depending	on	various	factors	such	as	the	inflation	rate,	foreign exchange	rates,	the	introduction	of	significant	new	technologies,	or	changes	in	the	Company's	data	processing	needs.

# (16) Employee	Benefit

# Stock	Purchase	Plan

FIS	employees	participate	in	an	Employee	Stock	Purchase	Plan	(ESPP).	Eligible	employees	may	voluntarily	purchase,	at	current	market	prices,	shares	of	FIS' common	stock	through	payroll	deductions.	Pursuant	to	the	ESPP,	employees	may	contribute	an	amount	between	3%	and	15%	of	their	base	salary	and	certain commissions.	Shares	purchased	are	allocated	to	employees	based	upon	their	contributions.	The	Company	contributes	varying	matching	amounts	as	specified	in	the ESPP.	The	Company	recorded	an	expense	of	$14.3	million,	$12.4	million	and	$14.3	million,	respectively,	for	the	years	ended	December	31,	2010,	2009	and	2008, relating	to	the	participation	of	FIS	employees	in	the	ESPP.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	expense	of	$0.1	million and	$3.0		million	for	the	years	ended	December	31,	2009	and	2008,	respectively.

# 401(k)	Profit	Sharing	Plan

The	Company's	employees	are	covered	by	a	qualified	401(k)	plan.	Eligible	employees	may	contribute	up	to	40%	of	their	pretax	annual	compensation,	up	to	the amount	allowed	pursuant	to	the	Internal	Revenue	Code.	The	Company	generally	matches	50%	of	each	dollar	of	employee	contribution	up	to	6%	of	the	employee's	total eligible	compensation.	The	Company	recorded	expense	of	$23.1	million,	$16.6	million	and	$18.5	million,	respectively,	for	the	years	ended	December	31,	2010,	2009 and	2008,	relating	to	the	participation	of	FIS	employees	in	the	401(k)	plan.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	expense of	$0.1	million	and	$3.9	million	for	the	years	ended	December	31,	2009	and	2008,	respectively.

# Stock	Option	Plans

In	2005,	the	Company	adopted	the	FIS	2005	Stock	Incentive	Plan	(the	"Plan").	As	of	December	31,	2010	and	2009,	there	were	0.5	million	and	1.8	million	options outstanding	under	this	plan,	respectively,	at	a	strike	price	of	$8.71	per	share	(as	adjusted	for	the	1.7952	conversion	ratio	for	the	LPS	spin-off	and	the	0.6396	exchange ratio	in	the	Certegy	transaction).	These

stock	options	were	granted	at	the	fair	value	of	the	Company's	stock	on	the	grant	date.	The	options	granted	under	this	plan	have	a	term	of	10	years	and	vest	quarterly	over either	a	4	or	5	year	period	(the	"time-based	options")	or	based	on	specific	performance	criteria	(the	"performance-based	options").	The	performance-based	options vested	in	2006	after	the	performance	criteria	were	met	subsequent	to	the	Certegy	Merger.

Through	the	Certegy	Merger,	the	Company	assumed	the	Certegy	Inc.	Stock	Incentive	Plan	(the	"Certegy	Plan")	that	provides	for	the	issuance	of	qualified	and	non- qualified	stock	options	to	officers	and	other	key	employees	at	exercise	prices	not	less	than	market	on	the	date	of	grant.	All	options	and	awards	outstanding	prior	to	the Certegy	Merger	under	the	Certegy	Plan	were	fully	vested	as	of	the	Certegy	Merger	date.	As	part	of	the	Certegy	Merger,	the	Certegy	shareholders	approved	amendments to	the	plan	and	approved	an	additional	6.0	million	shares	to	be	made	available	under	the	plan.	The	Company	granted	0.1	million	options	under	this	plan	in	the	year ended	December	31,	2008.	There	were	8.5	million	and	12.5	million	options	outstanding	under	this	plan	at	December	31,	2010	and	2009,	respectively.

On	November	9,	2006,	as	part	of	the	transaction	through	which	FIS	became	independent	of	FNF,	the	Company	assumed	certain	options	and	restricted	stock	grants that	the	Company's	employees	and	directors	held	in	FNF	under	certain	FNF	stock	option	plans.	The	Company	assumed	2.7	million	options	to	replace	approximately 4.9	million	outstanding	FNF	options.	The	Company	also	assumed	0.1	million	shares	of	restricted	stock.	There	were	0.1	million	and	1.4	million	options	outstanding under	these	plans	at	December	31,	2010	and	2009.

Certain	FIS	employees	were	participants	in	FNF's	stock-based	compensation	plans,	which	provide	for	the	granting	of	incentive	and	nonqualified	stock	options, restricted	stock	and	other	stock-based	incentive	awards	for	officers	and	key	employees.	Grants	of	incentive	and	nonqualified	stock	options	under	these	plans	have generally	provided	that	options	shall	vest	equally	over	three	years	and	generally	expire	ten	years	after	their	original	date	of	grant.	All	options	granted	under	these	plans have	an	exercise	price	equal	to	the	market	value	of	the	underlying	common	stock	on	the	date	of	grant.	There	were	no	FNF	options	granted	to	FIS	employees	under	these plans	subsequent	to	2006.	The	Company	recorded	expense	relating	to	these	options	and	restricted	stock	of	less	than	$0.1	million	for	each	of	2010	and	2009,	and $1.0	million	in	2008.	All	FNF	options	and	restricted	stock	for	which	the	Company	now	records	expense	were	converted	into	FIS	options	and	restricted	stock.

On	September	12,	2007,	as	part	of	the	closing	of	the	eFunds	Acquisition,	the	Company	assumed	certain	vested	and	unvested	options	and	restricted	stock	units	that the	employees	of	eFunds	held	as	of	the	acquisition	date	in	the	eFunds	stock	option	plans.	The	Company	assumed	2.2	million	options	and	0.1	million	restricted	stock units.

In	2008,	the	Company	adopted	the	FIS	2008	Stock	Incentive	Plan.	The	Company	granted	3.4	million	and	3.3	million	options	under	this	plan	in	the	years	ended December	31,	2010	and	2009,	respectively,	which	vest	over	3	years.	There	were	9.5	million	and	7.9	million	options	outstanding	and	11.2	million	and	15.9	million options	available	for	grant	under	this	plan	as	of	December	31,	2010	and	2009,	respectively.

On	July	2,	2008,	we	completed	the	LPS	spin-off.		All	stock	options	and	awards	held	by	our	employees	that	became	LPS	employees	were	canceled	as	of	that	date and	reissued	as	LPS	stock	options	and	awards	which	are	being	accounted	for	in	LPS'	financial	results	on	a	go-forward	basis.	All	stock	options	and	awards	held	by employees	that	continued	to	be	FIS	employees	were	adjusted	using	a	conversion	factor	to	adjust	both	the	number	of	awards	and	the	strike	price	of	the	awards	that ensured	the	fair	value	of	the	option	and	award	were	the	same	immediately	before	and	after	the	spin-off	transaction.

On	October	1,	2009,	in	conjunction	with	the	Metavante	acquisition,	the	Company	assumed	certain	vested	and	unvested	options	and	restricted	stock	awards	that	the employees	of	Metavante	held	as	of	the	acquisition	date	in	the	Metavante	stock	option	plans.	The	Company	assumed	12.2	million	options	and	0.6	million	restricted	stock awards.	The	Company	granted	2.8	million	additional	options	under	this	plan	subsequent	to	the	acquisition	in	the	fourth	quarter	of	2009.	The	Company	granted	1.7 million	options	under	this	plan	in	the	year	ended	December	31,	2010.	As	of	December	31,	2010	and	2009,	there	were	12.2	million	and	14.3	million	options	outstanding, respectively,	and	there	were	12.0	million	and	14.4	million	options,	respectively,	available	for	grant	under	this	plan.

The	following	schedule	summarizes	the	stock	option	activity	for	the	years	ended	December	31,	2010,	2009	and	2008	(in	millions	except	for	per	share	amounts):

|  | Shares | Weighted<br>Average<br>Exercise	Price |
| :--- | :--- | :--- |
| Balance,\tDecember\t31,\t2007 | 17.3 | $33.22 |
| Granted\tJanuary\t1,\t2008\tthrough\tJuly\t2,\t2008 | 0.2 | 40.24 |
| Exercised\tJanuary\t1,\t2008\tthrough\tJuly\t2,\t2008 | (0.5) | 21.85 |
| Cancelled\tJanuary\t1,\t2008\tthrough\tJuly\t2,\t2008 | (0.2) | 31.02 |
| Cancelled\tand\tassumed\tby\tLPS\tin\tspin-off\ttransaction | (4.6) | 33.89 |
| Balance,\tJuly\t2,\t2008\tbefore\tequity\trestructuring\tadjustment | 12.2 | 33.58 |
| LPS\tspin-off\ttransaction | 9.7 | (a) |
| Balance,\tJuly\t2,\t2008\tpost-equity\trestructuring\tadjustment | 21.9 | 18.71 |
| Granted\tJuly\t3,\t2008\tthrough\tDecember\t31,\t2008 | 4.7 | 14.46 |
| Exercised\tJuly\t3,\t2008\tthrough\tDecember\t31,\t2008 | (0.6) | 13.78 |
| Cancelled\tJuly\t3,\t2008\tthrough\tDecember\t31,\t2008 | (0.2) | 19.56 |
| Balance,\tDecember\t31,\t2008 | 25.8 | 17.95 |
| Assumed\tin\tMetavante\tacquisition | 12.2 | 16.77 |
| Granted | 6.1 | 23.09 |
| Exercised | (3.7) | 13.15 |
| Cancelled | (0.9) | 20.20 |
| Balance,\tDecember\t31,\t2009 | 39.5 | 18.73 |
| Granted | 5.1 | 27.15 |
| Exercised | (12.9) | 16.59 |
| Cancelled | (0.3) | 18.55 |
| Balance,\tDecember\t31,\t2010 | 31.4 | 20.99 |

(a)				As	a	result	of	the	LPS	spin-off,	all	FIS	stock	options	and	awards	held	by	LPS'	employees	were	canceled	and	reissued	as	LPS	stock	options	and	awards	and	are accounted	for	in	LPS'	financial	results	going	forward.	All	stock	options	and	awards	held	by	employees	that	continued	as	FIS	employees	were	adjusted	using	a conversion	factor	of	1.7952	to	adjust	both	the	number	of	awards	and	the	strike	price	of	these	awards	to	ensure	that	their	fair	value	was	the	same	immediately	before and	after	the	spin-off.

The	intrinsic	value	of	options	exercised	during	the	years	ended	December	31,	2010,	2009	and	2008	was	$148.5	million,	$35.4	million	and	$11.4	million, respectively.	The	Company	generally	issues	shares	from	treasury	stock	for	stock	options	exercised.

The	following	table	summarizes	information	related	to	stock	options	outstanding	and	exercisable	as	of	December	31,	2010:

|  |  | Outstanding	Options | Outstanding	Options |  |  | Exercisable	Options |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Range\tof\tExercise\tPrice | Number\nof\nOptions | Weighted\nAverage\nRemaining\nContractual\nLife | Weighted\nAverage\nExercise\nPrice | Intrinsic\nValue\tat\nDecember\t31,\n2010\t(b) | Number\tof\nOptions | Weighted\nAverage\nRemaining\nContractual\nLife | Weighted\nAverage\nExercise\nPrice | Intrinsic\nValue\tat\nDecember\t31,\n2010\t(b) |
|  | (In\tmillions) |  |  | (In\tmillions) | (In\tmillions) |  |  | (In\tmillions) |
| $\t0.00\t-\t$\t14.35 | 4.7 | 4.68 | $12.90 | $67.7 | 3.1 | 4.26 | $12.63 | $46.3 |
| $14.36\t-\t$17.29 | 3.7 | 5.52 | 16.87 | 38.6 | 3.7 | 5.52 | 16.88 | 38.4 |
| $17.30\t-\t$20.00 | 2.4 | 3.83 | 17.98 | 22.4 | 2.4 | 3.80 | 17.96 | 22.2 |
| $20.01\t-\t$22.98 | 7.4 | 4.89 | 21.90 | 40.9 | 5.0 | 4.43 | 21.59 | 29.1 |
| $22.99\t-\t$23.71 | 5.8 | 3.67 | 23.54 | 22.3 | 5.8 | 3.67 | 23.54 | 22.3 |
| $23.72\t-\t$27.38 | 6.8 | 6.43 | 25.98 | 9.6 | 0.8 | 5.70 | 24.04 | 2.7 |
| $27.39\t-\t$28.15 | 0.6 | 6.91 | 28.10 | (a) | — | — | — | (a) |
| $\t\t0.00\t-\t$28.15 | 31.4 | 5.00 | $20.99 | $201.5 | 20.8 | 4.36 | $19.63 | $161.0 |

The	Company	has	provided	for	total	stock	compensation	expense	of	$58.7	million,	$71.0	million	and	$60.7	million	for	2010,	2009,	and	2008,	respectively,	which	is included	in	selling,	general,	and	administrative	expense	in	the	Consolidated	Statements	of	Earnings,	unless	the	expense	is	attributable	to	a	discontinued	operation.	The amount	of	stock	compensation	expense	related	to	discontinued	operations	is	$9.1	million	in	2008,	and	has	been	reclassified	accordingly.

Stock	compensation	expense	of	$19.3	million	was	recorded	for	the	year	ended	December	31,	2009	relating	to	the	acceleration	of	option	vesting	for	all	options	and restricted	stock	awards	granted	under	the	Certegy	Plan	from	February	1,	2006	through	June	of	2008,	due	to	the	terms	of	the	change	in	control	provisions	relating	to	those awards	triggered	by	the	acquisition	of	Metavante.	Those	awards	specified	that	a	greater	than	33.3%	change	in	ownership	of	the	Company	would	trigger	the	change	in control	provisions	under	those	agreements	and	subsequent	to	the	Metavante	acquisition,	FIS	shareholders	held	approximately	52%	of	the	outstanding	shares	of	the Company.	Stock	compensation	expense	for	2009	also	includes	$8.2	million	relating	to	the	acceleration	of	expense	relating	to	certain	options	and	restricted	stock	awards held	by	certain	executives	granted	in	2008	under	the	terms	of	their	employment	agreements.	Due	to	the	fact	that	the	terms	of	these	awards	included	these	provisions,	the acceleration	charge	was	based	on	the	original	fair	value	attributable	to	the	awards	and	was	not	remeasured	upon	the	change	in	control	provision	being	triggered.	Stock compensation	expense	of	$14.1	million	was	recorded	for	the	year	ended	December	31,	2008,	relating	to	the	acceleration	of	option	vesting	for	all	options	held	by	eFunds employees	prior	to	the	merger	and	$2.6	million	relating	to	the	acceleration	upon	termination	of	certain	executive	unvested	stock	awards.

The	weighted	average	fair	value	of	options	granted	during	2010,	2009	and	2008	was	estimated	to	be	$7.84,	$7.18	and	$3.84,	respectively,	using	the	Black-Scholes option	pricing	model	with	the	assumptions	below:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Risk\tfree\tinterest\trate | 1.1% | 2.3% | 2.8% |
| Volatility | 35.6% | 35.0% | 26.0% |
| Dividend\tyield | 0.7% | 1.0% | 1.0% |
| Weighted\taverage\texpected\tlife\t(years) | 4.4 | 5.0 | 5.3 |

At	December	31,	2010	and	2009,	the	total	unrecognized	compensation	cost	related	to	non-vested	stock	awards	is	$129.3	million	and	$93.5	million,	respectively, which	is	expected	to	be	recognized	in	pre-tax	income	over	a	weighted	average	period	of	1.7	years	as	of	both	year	ends.

The	Company	granted	a	total	of	1.5	million	restricted	stock	awards	at	prices	ranging	from	$25.76	to	$28.15	on	various	dates	in	2010.	These	awards	vest	annually over	three	years.	The	Company	also	granted	0.9	million	performance	restricted	stock	units	during	2010.	These	performance	restricted	stock	units	have	been	granted	at the	maximum	achievable	level	and	the

number	of	shares	that	can	vest	is	based	on	specific	revenue	and	EBITDA	goals	for	periods	from	2010	through	2012.	During	2009,	we	granted	0.5	million	shares	of restricted	stock	at	a	price	of	$22.55	that	vest	annually	over	3	years.	On	October	1,	2009,	the	Company	granted	0.4	million	restricted	stock	units	at	a	price	of	$24.85	per share	that	vested	over	six	months.	On	March	20,	2008,	we	granted	0.4	million	shares	of	restricted	stock	at	a	price	of	$38.75	that	were	to	vest	quarterly	over	2	years.	On July	2,	2008,	0.2	million	of	these	shares	were	canceled	and	assumed	by	LPS.	The	remaining	unvested	restricted	shares	were	converted	by	the	conversion	factor	of 1.7952.	These	awards	vested	as	of	October	1,	2009,	under	the	change	in	control	provisions	due	to	the	Metavante	Acquisition.	On	October	27,	2008,	we	granted 0.8	million	shares	of	restricted	stock	at	a	price	of	$14.35	that	vest	annually	over	3	years.	As	of	December	31,	2010	and	2009,	we	have	approximately	2.2	million	and 1.4	million	unvested	restricted	shares	remaining.	As	of	December	31,	2010	we	also	have	0.6	million	of	restricted	stock	units	that	have	not	vested.

# Share	Repurchase	Plans

On	October	25,	2006,	our	Board	of	Directors	approved	a	plan	authorizing	repurchases	of	up	to	$200.0	million	worth	of	our	common	stock	(the	"Old	Plan").	On April	17,	2008,	our	Board	of	Directors	approved	a	plan	authorizing	repurchases	of	up	to	an	additional	$250.0	million	worth	of	our	common	stock	(the	"New	Plan"). Under	the	New	Plan	we	repurchased	5.8	million	shares	of	our	stock	for	$226.2	million,	at	an	average	price	of	$38.97	for	the	year	ended	December	31,	2008.	During	the year	ended	December	31,	2008,	we	also	repurchased	an	additional	0.2	million	shares	of	our	stock	for	$10.0	million	at	an	average	price	of	$40.56	under	the	Old	Plan. During	2007,	the	Company	repurchased	1.6	million	shares	at	an	average	price	of	$49.15	under	the	Old	Plan.

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	the	year	ended	December	31,	2010.	Approximately 13.6	million	shares	of	our	common	stock	remain	available	to	repurchase	under	this	plan	as	of	December	31,	2010.

On	May	25,	2010,	our	Board	of	Directors	authorized	a	leveraged	recapitalization	plan	to	repurchase	up	to	$2.5	billion	of	our	common	stock	at	a	price	range	of $29.00	-	$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	oversubscribed	at	$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.

# Other	Benefit	Plans

# Capco	Plans

In	connection	with	the	Capco	acquisition	(Note	5),	the	Company	established	the	Capco	Long-Term	Incentive	Programs	("LTIPs"),	which	provide	for	certain	cash	and stock	bonuses	to	qualifying	Capco	employees	upon	achievement	of	specified	operating	results	for	each	fiscal	year	through	December	31,	2014.	At	targeted	performance for	fiscal	years	2011	through	2013,	a	total	of	1.5	million	shares	of	FIS	common	stock	may	be	granted	under	the	North	American	program.	As	part	of	its	purchase accounting	for	this	acquisition,	the	Company	established	a	liability	of	$9.1	million	related	to	the	cash	component	of	the	LTIPs	for	2009	and	2010,	which	is	payable	in future	years,	beginning	in	2012.	An	additional	$42.3	million	may	be	accrued	at	targeted	performance	levels	from	the	acquisition	date	through	2014.

# German	Pension	Plan

Our	German	operations	have	unfunded,	defined	benefit	plan	obligations.	These	obligations	relate	to	retirement	benefits	to	be	paid	to	German	employees	upon retirement.	The	accumulated	benefit	obligation	at	December	31,	2010	and	2009,	was	$30.3	million	and	$30.7	million,	respectively,	and	the	projected	benefit	obligation was	$31.1	million	and	$31.7	million,	respectively.	The	plan	remains	unfunded	as	of	December	31,	2010.

# (17) Concentration	of

The	Company	generates	a	significant	amount	of	revenue	from	large	customers,	however,	no	individual	customer	accounted	for	more	than	5%	of	total	revenue	or total	segment	revenue	in	the	years	ended	December	31,	2010,	2009	and	2008.

Financial	instruments	that	potentially	subject	the	Company	to	concentrations	of	credit	risk	consist	primarily	of	cash

# equivalents	and	trade	receivables.

The	Company	places	its	cash	equivalents	with	high	credit-quality	financial	institutions	and,	by	policy,	limits	the	amount	of	credit	exposure	with	any	one	financial institution.

Concentrations	of	credit	risk	with	respect	to	trade	receivables	are	limited	because	a	large	number	of	geographically	diverse	customers	make	up	the	Company's customer	base,	thus	spreading	the	trade	receivables	credit	risk.	The	Company	controls	credit	risk	through	monitoring	procedures.

# (18) Segment	Information

Summarized	financial	information	for	the	Company's	segments	is	shown	in	the	following	tables.

As	of	and	for	the	year	ended	December	31,	2010	(in	millions):

|  | FSG | PSG | ISG | Corporate<br>and	Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues | $1,890.8 | $2,478.1 | $917.0 | $(16.4) | $5,269.5 |
| Operating\texpenses | 1,220.7 | 1,643.1 | 845.9 | 758.7 | 4,468.4 |
| Operating\tincome | $670.1 | $835.0 | $71.1 | $(775.1) | 801.1 |
| Other\tincome\t(expense)\tunallocated |  |  |  |  | (184.8) |
| Income\tfrom\tcontinuing\toperations |  |  |  |  | $616.3 |
| Depreciation\tand\tamortization | $154.1 | $97.4 | $216.3 | $302.9 | $770.7 |
| Capital\texpenditures | $190.3 | $56.6 | $51.5 | $14.0 | $312.4 |
| Total\tassets | $5,046.0 | $4,905.7 | $1,813.3 | $2,375.7 | $14,140.7 |
| Goodwill | $3,899.3 | $4,054.2 | $596.5 | $— | $8,550.0 |

|  | FSG | PSG | ISG | Corporate<br>and	Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues | $1,260.0 | $1,741.9 | $724.3 | $(15.1) | $3,711.1 |
| Operating\texpenses | 842.3 | 1,266.3 | 602.4 | 714.5 | 3,425.5 |
| Operating\tincome | $417.7 | $475.6 | $121.9 | $(729.6) | 285.6 |
| Other\tincome\t(expense)\tunallocated |  |  |  |  | (121.9) |
| Income\tfrom\tcontinuing\toperations |  |  |  |  | $163.7 |
| Depreciation\tand\tamortization | $101.0 | $78.2 | $52.9 | $332.3 | $564.4 |
| Capital\texpenditures | $98.8 | $31.3 | $67.4 | $12.1 | $209.6 |
| Total\tassets | $4,960.4 | $4,807.8 | $1,604.5 | $2,581.5 | $13,954.2 |
| Goodwill | $3,738.4 | $4,029.4 | $465.1 | $— | $8,232.9 |

|  | FSG | PSG | ISG | Corporate<br>and	Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues | $1,135.8 | $1,526.3 | $699.9 | $(2.5) | $3,359.5 |
| Operating\texpenses | 780.1 | 1,172.5 | 620.6 | 449.9 | 3,023.1 |
| Operating\tincome | $355.7 | $353.8 | $79.3 | $(452.4) | 336.4 |
| Other\tincome\t(expense)\tunallocated |  |  |  |  | (155.6) |
| Income\tfrom\tcontinuing\toperations |  |  |  |  | $180.8 |
| Depreciation\tand\tamortization | $90.5 | $69.4 | $48.7 | $207.1 | $415.7 |
| Capital\texpenditures | $87.0 | $34.2 | $78.0 | $10.8 | $210.0 |
| Total\tassets | $2,865.3 | $2,195.1 | $1,299.2 | $1,082.4 | $7,442.0 |
| Goodwill | $2,096.4 | $1,674.1 | $423.5 | $— | $4,194.0 |

					Customers	in	Brazil,	Germany	and	the	United	Kingdom	accounted	for	the	majority	of	the	revenues	from	non-U.S.	based	customers.	Total	assets	at	December	31, 2010	,	2009	and	2008,	exclude	$21.1	million,	$43.4	million	and	$58.4	million,	respectively,	related	to	discontinued	operations.

FSG	focuses	on	serving	the	processing	needs	of	financial	institutions,	commercial	lenders,	finance	companies	and	other	businesses	in	North	America.	FSG's primary	software	applications	function	as	the	underlying	infrastructure	of	a	financial	institution's	processing	environment.	These	applications	include	core	bank processing	software,	which	banks	use	to	maintain	the	primary	records	of	their	customer	accounts.	FSG	also	provides	a	number	of	complementary	applications	and services	that	interact	directly	with	the	core	processing	applications,	including	applications	that	facilitate	interactions	between	FSG's	financial	institution	customers	and their	clients.	FSG	offers	applications	and	services	through	a	range	of	delivery	and	service	models,	including	on-site	outsourcing	and	remote	processing	arrangements,	as well	as	on	a	licensed	software	basis	for	installation	on	customer-owned	and	operated	systems.	FSG	also	offers	technology	solutions,	ranging	in	scope	from	consulting engagements	to	application	development	projects	and	from	operations	support	for	a	single	application	to	full	management	of	information	technology	infrastructures. Outsourced	customer	service	teams,	both	onshore	and	offshore,	are	also	provided.

PSG	provides	a	comprehensive	set	of	software	and	services	for	EFT,	network,	card	processing,	image,	bill	payment,	government	and	healthcare	solutions	for	North America.	PSG	is	focused	on	servicing	the	payment	and	electronic	funds	transfer	needs	of	North	American	headquartered	banks	and	credit	unions,	automotive	financial companies,	commercial	lenders,	and	independent	community	and	savings	institutions.

ISG	offers	both	financial	solutions	and	payment	solutions	to	a	wide	array	of	international	financial	institutions.	Also,	this	segment	includes	the	Company's	consolidated Brazilian	Venture	(see	Note	6).	Included	in	this	segment	are	long-term	assets,	excluding	goodwill	and	other	intangible	assets,	located	outside	of	the	United	States totaling	$452.9	million,	$444.5	million	and	$398.0	million	at	December	31,	2010,	2009	and	2008,	respectively.	These	assets	are	predominantly	located	in	Germany, Brazil,	the	United	Kingdom	and	India.

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

# (19) Supplemental	Guarantor	Financial	Information

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	guarantee	its	amended	credit	facility	(the	"Guarantors")	and	The	Bank	of	New	York	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	registered	the	notes	and	as	of	January	13,	2011	they	are publicly	traded.

The	following	supplemental	financial	information	sets	forth	for	FIS	and	its	Guarantor	and	non-guarantor	subsidiaries:	(a)	the	condensed	consolidating	balance sheets	as	of	December	31,	2010	and	2009;	(b)	the	condensed	consolidating	statements	of	earnings	for	the	years	ended	December	31,	2010,	2009	and	2008;	and	(c)	the condensed	consolidating	statements	of	cash	flows	for	the	years	ended	December	31,	2010,	2009	and	2008.

# Condensed	Consolidating	Balance	Sheets

|  | FIS | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Eliminations | Consolidated<br>FIS |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tmillions,\texcept\tper\tshare\tamounts) |  |  |
|  | ASSETS | ASSETS |  |  |  |
| Current\tassets: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $7.7 | $161.6 | $168.7 | $— | $338.0 |
| Settlement\tdeposits | — | 35.9 | — | — | 35.9 |
| Trade\treceivables,\tnet | — | 648.0 | 208.1 | — | 856.1 |
| Investment\tin\tsubsidiaries,\tintercompany,\tand\treceivables\tfrom\trelated\tparties | 9,807.5 | 7,183.6 | 1,021.0 | (17,978.6) | 33.5 |
| Other\tcurrent\tassets | 46.1 | 310.0 | 86.3 | (32.9) | 409.5 |
| Total\tcurrent\tassets | 9,861.3 | 8,339.1 | 1,484.1 | (18,011.5) | 1,673.0 |
| Property\tand\tequipment,\tnet | 1.7 | 323.8 | 64.5 | — | 390.0 |
| Goodwill | — | 7,407.0 | 1,143.0 | — | 8,550.0 |
| Intangible\tassets,\tnet | — | 1,694.9 | 508.0 | — | 2,202.9 |
| Computer\tsoftware,\tnet | 30.4 | 667.8 | 210.8 | — | 909.0 |
| Other\tnoncurrent\tassets | 99.4 | 173.5 | 164.0 | — | 436.9 |
| Total\tassets | $9,992.8 | $18,606.1 | $3,574.4 | $(18,011.5) | $14,161.8 |
|  | LIABILITIES\tAND\tEQUITY | LIABILITIES\tAND\tEQUITY |  |  |  |
| Current\tliabilities: |  |  |  |  |  |
| Accounts\tpayable\tand\taccrued\tliabilities | $175.4 | $218.4 | $217.2 | $(33.7) | $577.3 |
| Settlement\tpayables | — | 136.3 | 4.3 | — | 140.6 |
| Current\tportion\tof\tlong-term\tdebt | 233.2 | 0.3 | 23.4 | — | 256.9 |
| Deferred\trevenues | — | 186.8 | 81.8 | — | 268.6 |
| Other\tcurrent\tliabilities | — | — | 42.5 | — | 42.5 |
| Total\tcurrent\tliabilities | 408.6 | 541.8 | 369.2 | (33.7) | 1,285.9 |
| Deferred\tincome\ttaxes | — | 830.0 | 29.3 | — | 859.3 |
| Long-term\tdebt,\texcluding\tcurrent\tportion | 4,934.0 | 1.0 | 0.2 | — | 4,935.2 |
| Other\tlong-term\tliabilities | 32.4 | 171.2 | 316.2 | — | 519.8 |
| Total\tliabilities | 5,375.0 | 1,544.0 | 714.9 | (33.7) | 7,600.2 |
| Total\tequity | 4,617.8 | 17,062.1 | 2,859.5 | (17,977.8) | 6,561.6 |
| Total\tliabilities\tand\tequity | $9,992.8 | $18,606.1 | $3,574.4 | $(18,011.5) | $14,161.8 |

|  | FIS | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Eliminations | Consolidated<br>FIS |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tmillions,\texcept\tper\tshare\tamounts) |  |  |
|  | ASSETS | ASSETS |  |  |  |
| Current\tassets: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $1.9 | $222.6 | $206.4 | $— | $430.9 |
| Settlement\tdeposits | — | 50.8 | — | — | 50.8 |
| Trade\treceivables,\tnet | — | 313.1 | 457.1 | (4.8) | 765.4 |
| Investment\tin\tsubsidiaries,\tintercompany,\tand\treceivables\tfrom\trelated\tparties | 9,050.2 | 7,065.0 | 850.7 | (16,933.9) | 32.0 |
| Other\tcurrent\tassets | 16.7 | 313.8 | 55.2 | 1.3 | 387.0 |
| Total\tcurrent\tassets | 9,068.8 | 7,965.3 | 1,569.4 | (16,937.4) | 1,666.1 |
| Property\tand\tequipment,\tnet | 1.3 | 310.5 | 64.1 | — | 375.9 |
| Goodwill | — | 7,373.9 | 859.0 | — | 8,232.9 |
| Intangible\tassets,\tnet | — | 1,895.0 | 501.8 | — | 2,396.8 |
| Computer\tsoftware,\tnet | 24.8 | 695.9 | 212.0 | — | 932.7 |
| Other\tnoncurrent\tassets | 24.4 | 165.9 | 202.9 | — | 393.2 |
| Total\tassets | $9,119.3 | $18,406.5 | $3,409.2 | $(16,937.4) | $13,997.6 |
|  | LIABILITIES\tAND\tEQUITY | LIABILITIES\tAND\tEQUITY |  |  |  |
| Current\tliabilities: |  |  |  |  |  |
| Accounts\tpayable\tand\taccrued\tliabilities | $63.0 | $312.1 | $225.9 | $(4.8) | $596.2 |
| Settlement\tpayables | — | 118.8 | 3.5 | — | 122.3 |
| Current\tportion\tof\tlong-term\tdebt | 210.0 | 8.2 | 18.5 | — | 236.7 |
| Deferred\trevenues | — | 214.8 | 64.7 | — | 279.5 |
| Total\tcurrent\tliabilities | 273.0 | 653.9 | 312.6 | (4.8) | 1,234.7 |
| Deferred\tincome\ttaxes | — | 826.4 | 88.2 | 1.3 | 915.9 |
| Long-term\tdebt,\texcluding\tcurrent\tportion | 2,230.6 | 785.8 | 0.2 | — | 3,016.6 |
| Other\tlong-term\tliabilities | 40.4 | 144.0 | 127.4 | — | 311.8 |
| Total\tliabilities | 2,544.0 | 2,410.1 | 528.4 | (3.5) | 5,479.0 |
| Total\tequity | 6,575.3 | 15,996.4 | 2,880.8 | (16,933.9) | 8,518.6 |
| Total\tliabilities\tand\tequity | $9,119.3 | $18,406.5 | $3,409.2 | $(16,937.4) | $13,997.6 |

# Condensed	Consolidating	Statements	of	Earnings

|  |  |  | Year	Ended	December	31,	2010 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Consolidated\nFIS |
|  |  |  | (In\tmillions) |  |  |
| Processing\tand\tservices\trevenues | $83.3 | $4,347.0 | $878.5 | $(39.3) | $5,269.5 |
| Operating\texpenses | 297.9 | 3,300.3 | 909.5 | (39.3) | 4,468.4 |
| Operating\tincome | (214.6) | 1,046.7 | (31.0) | — | 801.1 |
| Other\tincome\t(expense): |  |  |  |  |  |
| Interest\texpense,\tnet | (167.3) | (2.6) | (3.4) | — | (173.3) |
| Other\tincome\t(expense) | 9.2 | (14.7) | (6.0) | — | (11.5) |
| Net\tearnings\t(loss)\tof\tequity\taffiliates | 630.3 | — | — | (630.3) | — |
| Total\tother\tincome\t(expense) | 472.2 | (17.3) | (9.4) | (630.3) | (184.8) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 257.6 | 1,029.4 | (40.4) | (630.3) | 616.3 |
| Provision\tfor\tincome\ttaxes | (143.4) | 380.9 | (22.2) | — | 215.3 |
| Net\tearnings\t(loss)\tfrom\tcontinuing\toperations | 401.0 | 648.5 | (18.2) | (630.3) | 401.0 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (43.1) | — | (43.1) | 43.1 | (43.1) |
| Net\tearnings\t(loss) | 357.9 | 648.5 | (61.3) | (587.2) | 357.9 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | 46.6 | 1.5 | 45.1 | (46.6) | 46.6 |
| Net\tearnings\t(loss)\tattributable\tto\tFIS\tcommon\tstockholders | $404.5 | $650.0 | $(16.2) | $(633.8) | $404.5 |

|  | FIS | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Eliminations | Consolidated<br>FIS |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tmillions) |  |  |
| Processing\tand\tservices\trevenues | $— | $3,024.7 | $703.4 | $(17.0) | $3,711.1 |
| Operating\texpenses | 303.4 | 2,490.9 | 648.2 | (17.0) | 3,425.5 |
| Operating\tincome | (303.4) | 533.8 | 55.2 | — | 285.6 |
| Other\tincome\t(expense): |  |  |  |  |  |
| Interest\texpense,\tnet | (116.4) | (7.6) | (6.6) | — | (130.6) |
| Other\tincome\t(expense) | (0.2) | 0.8 | 8.1 | — | 8.7 |
| Net\tearnings\t(loss)\tof\tequity\taffiliates | 368.0 | — | — | (368.0) | — |
| Total\tother\tincome\t(expense) | 251.4 | (6.8) | 1.5 | (368.0) | (121.9) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | (52.0) | 527.0 | 56.7 | (368.0) | 163.7 |
| Provision\tfor\tincome\ttaxes | (161.0) | 208.1 | 7.6 | — | 54.7 |
| Net\tearnings\t(loss)\tfrom\tcontinuing\toperations | 109.0 | 318.9 | 49.1 | (368.0) | 109.0 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (0.5) | — | (0.5) | 0.5 | (0.5) |
| Net\tearnings\t(loss) | 108.5 | 318.9 | 48.6 | (367.5) | 108.5 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | (2.6) | — | (2.6) | 2.6 | (2.6) |
| Net\tearnings\t(loss)\tattributable\tto\tFIS\tcommon\tstockholders | $105.9 | $318.9 | $46.0 | $(364.9) | $105.9 |

|  |  |  | Year	Ended	December	31,	2008 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Consolidated\nFIS |
|  |  |  | (In\tmillions) |  |  |
| Processing\tand\tservices\trevenues | $— | $2,695.9 | $663.6 | $— | $3,359.5 |
| Operating\texpenses | 158.3 | 2,247.1 | 617.7 | — | 3,023.1 |
| Operating\tincome | (158.3) | 448.8 | 45.9 | — | 336.4 |
| Other\tincome\t(expense): |  |  |  |  |  |
| Interest\texpense,\tnet | (161.2) | (6.1) | 10.2 | — | (157.1) |
| Other\tincome\t(expense) | (3.2) | 7.6 | (2.9) | — | 1.5 |
| Net\tearnings\t(loss)\tof\tequity\taffiliates | 321.9 | — | — | (321.9) | — |
| Total\tother\tincome\t(expense) | 157.5 | 1.5 | 7.3 | (321.9) | (155.6) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tequity\tin\tearnings\n(loss)\tof\tunconsolidated\tentities | (0.8) | 450.3 | 53.2 | (321.9) | 180.8 |
| Provision\tfor\tincome\ttaxes | (123.8) | 167.5 | 13.9 | — | 57.6 |
| Equity\tin\tearning\t(loss)\tof\tunconsolidated\tentities | — | — | (0.2) | — | (0.2) |
| Net\tearnings\t(loss)\tfrom\tcontinuing\toperations | 123.0 | 282.8 | 39.1 | (321.9) | 123.0 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | 96.5 | 36.8 | 122.6 | (159.4) | 96.5 |
| Net\tearnings\t(loss) | 219.5 | 319.6 | 161.7 | (481.3) | 219.5 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | (4.7) | — | (4.7) | 4.7 | (4.7) |
| Net\tearnings\t(loss)\tattributable\tto\tFIS\tcommon\tstockholders | $214.8 | $319.6 | $157.0 | $(476.6) | $214.8 |

# Condensed	Consolidating	Statements	of	Cash	Flows

|  |  |  | For	year	ended	December	31,	2010 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Consolidated\nFIS |
|  |  |  | (In\tmillions) |  |  |
| Cash\tflows\tfrom\toperating\tactivities | $(209.3) | $916.5 | $370.6 | $(6.5) | $1,071.3 |
| Cash\tflows\tfrom\tinvesting\tactivities | (24.2) | (282.7) | (337.3) | — | (644.2) |
| Cash\tflows\tfrom\tfinancing\tactivities | 239.3 | (694.8) | (70.0) | 6.5 | (519.0) |
| Effect\tof\tforeign\tcurrency\texchange\trates\ton\tcash | — | — | (1.0) | — | (1.0) |
| Net\tincrease\t(decrease)\tin\tcash | $5.8 | $(61.0) | $(37.7) | $— | $(92.9) |

|  |  |  | For	year	ended	December	31,	2009 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Consolidated\nFIS |
| Cash\tflows\tfrom\toperating\tactivities | $(226.6) | $1,014.1 | $(81.9) | $8.5 | $714.1 |
| Cash\tflows\tfrom\tinvesting\tactivities | (1.3) | 460.6 | (210.5) | — | 248.8 |
| Cash\tflows\tfrom\tfinancing\tactivities | 219.0 | (1,300.7) | 320.2 | (8.5) | (770.0) |
| Effect\tof\tforeign\tcurrency\texchange\trates\ton\tcash | — | — | 17.1 | — | 17.1 |
| Net\tincrease\t(decrease)\tin\tcash | $(8.9) | $174.0 | $44.9 | $— | $210.0 |

|  |  |  | For	year	ended	December	31,	2008 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Consolidated\nFIS |
| Cash\tflows\tfrom\toperating\tactivities | $(166.4) | $517.6 | $246.7 | $(1.5) | $596.4 |
| Cash\tflows\tfrom\tinvesting\tactivities | (5.5) | (132.1) | (135.5) | — | (273.1) |
| Cash\tflows\tfrom\tfinancing\tactivities | 165.5 | (408.6) | (196.8) | 1.5 | (438.4) |
| Effect\tof\tforeign\tcurrency\texchange\trates\ton\tcash | — | — | (19.3) | — | (19.3) |
| Net\tincrease\t(decrease)\tin\tcash | $(6.4) | $(23.1) | $(104.9) | $— | $(134.4) |

# Item	9.				Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure.

# Item	9A.				Controls	and	Procedures.

As	of	the	end	of	the	year	covered	by	this	report,	we	carried	out	an	evaluation,	under	the	supervision	and	with	the	participation	of	our	principal	executive	officer	and principal	financial	officer,	of	the	effectiveness	of	the	design	and	operation	of	our	disclosure	controls	and	procedures,	as	such	term	is	defined	in	Rule	13a-15	(e)	under	the Securities	Exchange	Act	of	1934,	as	amended	(the	"Exchange	Act").	Based	on	this	evaluation,	our	principal	executive	officer	and	principal	financial	officer	concluded that	our	disclosure	controls	and	procedures	were	effective	to	ensure	that	information	required	to	be	disclosed	by	us	in	the	reports	that	we	file	or	submit	under	the Exchange	Act	is:	(a)	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified	in	the	Commission's	rules	and	forms;	and	(b)	accumulated	and communicated	to	management,	including	our	principal	executive	and	principal	financial	officers,	as	appropriate	to	allow	timely	decisions	regarding	required	disclosure.

There	were	no	changes	in	our	internal	control	over	financial	reporting	that	occurred	during	the	most	recent	fiscal	quarter	that	have	materially	affected,	or	are reasonably	likely	to	materially	affect,	our	internal	control	over	financial	reporting.

# MANAGEMENT'S	REPORT	ON	INTERNAL	CONTROL	OVER	FINANCIAL	REPORTING

Management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting,	as	such	term	is	defined	in	Exchange	Act	Rules	13a- 15(f).	Under	the	supervision	and	with	the	participation	of	our	management,	including	our	principal	executive	officer	and	principal	financial	officer,	we	conducted	an evaluation	of	the	effectiveness	of	our	internal	control	over	financial	reporting.	Management	has	adopted	the	framework	in	Internal	Control	-	Integrated	Framework issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).	Based	on	our	evaluation	under	this	framework,	our	management concluded	that	our	internal	control	over	financial	reporting	was	effective	as	of	December	31,	2010.	KPMG	LLP,	an	independent	registered	public	accounting	firm,	has issued	an	attestation	report	on	our	internal	control	over	financial	reporting	as	set	forth	in	Item	8.

# Item	9B.				Other	Information.

# PART	III

Within	120	days	after	the	close	of	its	fiscal	year,	the	Company	intends	to	file	with	the	Securities	and	Exchange	Commission	a	definitive	proxy	statement	pursuant	to Regulation	14A	of	the	Securities	Exchange	Act	of	1934,	as	amended,	which	will	include	the	matters	required	by	these	items.

# PART	IV

# Item	15.				Exhibits	and	Financial	Statement	Schedules

(1) Financial	Statement	Schedules:	All	schedules	have	been	omitted	because	they	are	not	applicable	or	the	required	information	is	included	in	the	Consolidated Financial	Statements	or	Notes	to	the	statements.

(2) Exhibits:	The	following	is	a	complete	list	of	exhibits	included	as	part	of	this	report,	including	those	incorporated	by	reference.	A	list	of	those	documents	filed with	this	report	is	set	forth	on	the	Exhibit	Index	appearing	elsewhere	in	this	report	and	is	incorporated	by	reference.

4.2 Registration	Rights	Agreement,	dated	as	of	July	16,	2010,	among	FIS,	as	issuer,	the	subsidiaries	of	FIS	listed	on	the	signature	page	thereto	and Banc	of	America	Securities	LLC,	Goldman,	Sachs	&	Co.,	J.P.	Morgan	Securities	Inc.,	and	Wells	Fargo	Securities,	LLC,	as	representatives	of	the Initial	Purchasers	(incorporated	by	reference	to	Exhibit	4.2	to	Current	Report	on	Form	8-K	filed	on	July	20,	2010).

Amended	and	Restated	Certegy	Inc.	Stock	Incentive	Plan,	effective	as	of	June	15,	2001	and	amended	and	restated	as	of	October	23,	2006 (incorporated	by	reference	to	Annex	B	to	Amendment	No.	1	to	Registration	Statement	on	Form	S-4	filed	on	September	19,	2006).(1)

10.33 Form	of	Metavante	Restricted	Stock	Award	-	Certificate	of	Award	Agreement	for	grants	made	in	January	2008	(incorporated	by	reference	to Exhibit	10.10(e)	to	Metavante's	Annual	Report	on	Form	10-K	filed	on	February	20,	2009).(1)

10.45 Amendment	to	the	Employment	Agreement	by	and	between	Fidelity	National	Information	Services,	Inc.	and	Frank	R.	Martire	(incorporated	by reference	to	Exhibit	10.1	to	Current	Report	on	Form	8-K	filed	on	December	3,	2009).(1)

10.51 Employment	Agreement,	dated	as	of	March	31,	2009,	by	and	among	Fidelity	National	Information	Services,	Inc.	and	Michael	D.	Hayford (incorporated	by	reference	to	Exhibit	10.2	to	Registration	Statement	on	Form	S-4/A	filed	on	July	20,	2009).(1)

10.58 Amendment	and	Restatement	Agreement	dated	as	of	June	29,	2010	by	and	among	FIS,	the	other	financial	institutions	party	thereto	as	Lenders, JPMorgan	Chase	Bank,	N.A.,	as	Administrative	Agent,	Swing	Line	Lender	and	L/C	Issuer	and	Bank	of	America,	N.A.,	as	Swing	Line	Lender, including	as	Exhibit	A	thereto	the	Amended	and	Restated	Credit	Agreement	dated	as	of	January	18,	2007,	and	amended	and	restated	as	of	June	29, 2010,	among	FIS,	the	other	borrowers,	the	parties	signatory	thereto	from	time	to	time	as	Lenders,	JPMorgan	Chase	Bank,	N.A.,	as	Administrative Agent,	Swing	Line	Lender	and	L/C	Issuer,	and	Bank	of	America,	N.A.,	as	Swing	Line	Lender	(incorporated	by	reference	to	Exhibit	10.1	to	Current Report	on	Form	8-K	filed	on	July	2,	2010).

10.65 Form	of	Stock	Option	grant	issued	under	Fidelity	National	Information	Services,	Inc.	2008	Omnibus	Incentive	Plan	-	Certificate	of	Option Agreement	for	grants	made	in	October	2010

99.3 Stock	Purchase	Right	Agreement,	dated	as	of	March	31,	2009,	among	Fidelity	National	Information	Services,	Inc.,	WPM,	L.P.	(incorporated	by reference	to	Exhibit	99.4	to	the	Registration	Statement	on	Form	S-4	filed	May	4,	2009).

(1) Management	contract	or	compensatory	plan.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf	by the	undersigned,	thereunto	duly	authorized.

	 Frank	R.	Martire

	 President	and	Chief	Executive	Officer

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	registrant	and	in the	capacities	and	on	the	dates	indicated.

Director

James	C.	Neary,


what portion of total purchase price is related to stock awards?
metavante_shares = 121.4
metavante_value = 4066.4
purchase_price = metavante_value + metavante_shares
total_value = 4187.8
answer = metavante_shares / total_value * 100