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,	2012

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)

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

(Zip	Code)

(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

# 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,	2012,	the	last	business	day	of	the	registrant's	most	recently	completed	second	fiscal	quarter,	the	aggregate	market	value	of	the	registrant's	common	stock	held	by nonaffiliates	was	$8,569,526,804	based	on	the	closing	sale	price	of	$34.08	on	that	date	as	reported	by	the	New	York	Stock	Exchange.	For	the	purposes	of	the	foregoing	sentence	only, all	directors	and	executive	officers	of	the	registrant	were	assumed	to	be	affiliates.	The	number	of	shares	outstanding	of	the	registrant's	common	stock,	$0.01	par	value	per	share,	was 294,489,305	million	as	of	January	31,	2013.

The	information	in	Part	III	hereof	is	incorporated	herein	by	reference	to	the	registrant's	Proxy	Statement	on	Schedule	14A	for	the	fiscal	year	ended	 December	31,	2012,	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 | 2 |
| Item\t1A. | Risk\tFactors | 10 |
| Item\t1B. | Unresolved\tStaff\tComments | 19 |
| Item\t2. | Properties | 19 |
| Item\t3. | Legal\tProceedings | 19 |
| Item\t4. | Mine\tSafety\tDisclosures | 20 |
| 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 | 22 |
| Item\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 25 |
| Item\t7A. | Quantitative\tand\tQualitative\tDisclosure\tAbout\tMarket\tRisks | 38 |
| Item\t8. | Financial\tStatements\tand\tSupplementary\tData | 41 |
| Item\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 83 |
| Item\t9A. | Controls\tand\tProcedures | 83 |
| Item\t9B. | Other\tInformation | 83 |
|  | PART\tIII |  |
| Item\t10. | Directors\tand\tExecutive\tOfficers\tof\tthe\tRegistrant | 83 |
| Item\t11. | Executive\tCompensation | 83 |
| Item\t12. | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | 83 |
| Item\t13. | Certain\tRelationships\tand\tRelated\tTransactions | 83 |
| Item\t14. | Principal\tAccounting\tFees\tand\tServices | 83 |
|  | PART\tIV |  |
| Item\t15. | Exhibits,\tFinancial\tStatement\tSchedules | 83 |
| Signatures |  | 90 |

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

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.

# PART	I

# Overview

FIS	is	a	leading	global	provider	of	banking	and	payments	technologies.	With	a	long	history	deeply	rooted	in	the	financial	services	sector,	FIS	serves	more	than 14,000	institutions	in	over	100	countries.	Headquartered	in	Jacksonville,	Florida,	FIS	employs	more	than	35,000	people	worldwide	and	holds	leadership	positions	in payment	processing	and	banking	solutions,	providing	software,	services	and	outsourcing	of	the	technology	that	drives	financial	institutions.	FIS	topped	the	2012	and 2011	annual	FinTech	100	list	and	is	a	member	of	the	Fortune	500	U.S.	and	of	Standard	and	Poor's	(S&P)	500®	Index.

FIS	is	incorporated	under	the	laws	of	the	State	of	Georgia	as	Fidelity	National	Information	Services,	Inc.	and	our	stock	is	traded	on	the	New	York	Stock	Exchange under	the	trading	symbol	"FIS".

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

# Financial	Information	About	Operating	Segments	and	Geographic	Areas

We	report	the	results	of	our	operations	in	four	reporting	segments:	1)	Financial	Solutions	Group	("FSG");	2)	Payment	Solutions	Group	("PSG");	3)	International Solutions	Group	("ISG");	and	4)	Corporate	and	Other.

# Competitive	Strengths

We	believe	that	our	competitive	strengths	include	the	following:

•Global	Reach	and	Distribution	—	FIS'	worldwide	presence,	multidimensional	solution	offerings,	customer	breadth	and	employee	depth	enable	us	to	leverage our	client	relationships	and	global	scale	to	drive		revenue	growth	and	operating	efficiency.			We	are	a	leader	in	the	markets	we	serve	with	a	vast	and	diverse customer	base,	supported	by	a	large,	knowledgeable	talent	pool	of	employees	around	the	world.

•Market	Coverage	—	FIS	has	comprehensive	solutions	serving	a	broad	array	of	customers,	including	domestic	and	international	financial	institutions	of	all sizes,	as	well	as	non-financial	institutions.

•Extensive	Domain	Expertise	and	Portfolio	Depth	—	FIS	has	a	significant	number	and	wide	range	of	high	quality	software	applications	and	services	that	have been	developed	over	many	years	with	substantial	input	from	our	customers	to	provide	them	with	comprehensive	business	solutions.	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.	We	understand the	needs	of	our	customers	and	have	developed	innovative	services	that	can	give	them	a	competitive	advantage	and	reduce	their	operating	costs.

•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.

# Strategy

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

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

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

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

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

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

# Revenues	by	Segment

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

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| FSG | $2,246.4 | $2,076.8 | $1,890.8 |
| PSG | 2,380.6 | 2,372.1 | 2,354.2 |
| ISG | 1,180.5 | 1,177.6 | 917.0 |
| Corporate\t&\tOther | 0.1 | (0.9) | (16.4) |
| Total\tConsolidated\tRevenues | $5,807.6 | $5,625.6 | $5,145.6 |

# Financial	Solutions	Group

The	focus	of	FSG	is	to	provide	the	most	comprehensive	software	and	services	for	the	core	processing,	customer	channel,	treasury	services,	cash	management, wealth	management	and	capital	market	operations	of	our	financial	institution	customers	in	North	America.	We	service	the	core	and	related	ancillary	processing	needs	of North	American	banks,	credit	unions,	automotive	financial	companies,	commercial	lenders,	and	independent	community	and	savings	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	our	expertise	gained through	the	foregoing	arrangements,	some	clients	also	retain	us	to	manage	their	IT	operations	without	using	any	of	our	proprietary	software.

Our	solutions	in	this	segment	include:

•Core	Processing	and	Ancillary	Applications.		Our	core	processing	software	applications	are	designed	to	run	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	address	the	specific needs	of	the	affluent	markets	as	well	as	commercial	clients.	We	also	offer	an	application	suite	that	assists	automotive	finance	institutions	in	evaluating	loan applications	and	credit	risk	and	managing	their	loan	and	lease	portfolios.

•Internet	and	eBanking	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	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.

•Fraud,	Risk	Management	and	Compliance	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	Lending.		Our	syndicated	loan	applications	are	designed	to	support	wholesale	and	commercial	banking	requirements	necessary	for	all	aspects	of syndicated	commercial	loan	origination,	trade	and	servicing.

•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,	including	financial	institutions	and	non-financial	institutions.	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.	We	acquired	The	Capital	Markets	Company	NV	("Capco")	in	December	2010.	Capco	provides	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.	Capco's	North	American	operations	are	included	in	FSG.

# Payment	Solutions	Group

PSG	provides	a	comprehensive	set	of	software	and	services	for	the	EFT,	card	processing,	item	processing,	bill	payment,	and	government	payments	processing needs	of	our	customers	in	North	America.	PSG	is	focused	on	servicing	the	payment	and	EFT	needs	of	North	American	headquartered	banks	and	credit	unions, commercial	lenders,	independent	community	and	savings	institutions	and	government	institutions.	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	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	eight	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	4,900	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.	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	Payments	Solutions.		We	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	28	operations	centers	around	the	world.	Our	payment	solutions	services	include	fully	outsourced	card-issuer	services	and	customer	support, payment	processing	and	switching	services,	prepaid	and	debit	card	processing,	item	processing,	software	licensing	and	maintenance,	outsourced	ATM	management	and retail	point-of-sale	check	warranty	services.	Our	financial	solutions	services	include	fully	outsourced	core

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

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

# Corporate	and	Other	Segment

The	Corporate	and	Other	segment	consists	of	the	corporate	overhead	costs	that	are	not	allocated	to	operating	segments.	These	include	costs	related	to	human resources,	legal,	risk,	information	security,	finance	and	accounting	and	domestic	sales	and	marketing,	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.

# Patents,	Copyrights,	Trademarks	and	Other	Intellectual	Property

The	Company	owns	intellectual	property,	including	trademarks,	trade	names,	copyrights	and	patents,	that	is	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	International	Business	Machines	Corporation	(IBM),	Accenture	Ltd.,	Alliance	Data	Systems Corporation,	DST	Systems,	Harland	Financial	Solutions,	Inc.,	SEI	Investments	Company,	ACI	Worldwide,	SunGard	Data	Systems,	Inc.	and	in	certain	non- U.S.	markets,	Alnova	Technologies	Corporation,	Oracle	Financial	Services	Software	Limited	(formerly	known	as	I-Flex	Solutions	Limited),	Misys	plc,	Infosys Technologies	Limited	and	Temenos	Group	AG.	Our	competitors	in	the	card	services	market	include	MasterCard	Incorporated,	Visa	Inc.,	and	third-party	credit	and	debit card	processors,	such	as	First	Data	Corporation,	Total	System	Services,	Inc.,	HP	Enterprise	Services	and	Payment	Systems	for	Credit	Unions	(PSCU).	Competitors	in the	check	risk	management	services	market	include	First	Data	Corporation's	TeleCheck	Services	division,	Heartland	Payments	Systems,	Inc.,	Total	Systems	Services, Inc.	and	Global	Payments,	Inc.

# Research	and	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,	2012,	2011	and	2010,	approximately	2%	to	3%	of	revenues	were	invested	in	research	and	development	efforts	(excluding amounts	capitalized).

# Government	Regulation

Our	services	are	subject	to	a	broad	range	of	complex	federal,	state,	and	foreign	regulation,	including	federal	truth-in-lending	and	truth-in-savings	rules, Regulation	AA	(Unfair	or	Deceptive	Acts	or	Practices),	privacy	laws,	usury	laws,	the	Equal	Credit	Opportunity	Act,	the	Electronic	Funds	Transfer	Act,	the	Fair	Credit Reporting	Act,	the	Fair	Debt	Collection	Practices	Act,	the	Bank	Secrecy	Act,	the	USA	Patriot	Act,	the	Internal	Revenue	Code,	the	Employee	Retirement	Income Security	Act,	the	Health	Insurance	Portability	and	Accountability	Act,	the	Community	Reinvestment	Act	and	the	Dodd-Frank	Wall	Street	Reform	and	Consumer Protection	Act	(the	"Dodd-Frank	Act").	The	compliance	of	our	services	with	these	and	other	applicable	laws	and	regulations	depends	on	a	variety	of	factors,	including the	manner	in	which	our	clients	use	them.	Our	clients	are	contractually	responsible	for	determining	what	is	required	of	them	under	applicable	laws	and	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	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.

•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.

•Consumer	Reporting	and	Protection.		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 Federal	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.	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.	In	furtherance	of	our	objectives	of	data	accuracy,	fair	treatment	of	consumers,	protection	of consumers'	personal	information,	and	compliance	with	these	laws,	we	strive	to	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	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	resulted in	significant	additional	Form	1099	reporting	requirements	for	FIS.

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

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

The	maximum	interchange	fee	established	by	the	Federal	Reserve	Board	for	covered	transactions	is	a	significant	reduction	from	the	pre-October	1,	2011	per transaction	average	rate.	For	FIS,	interchange	fees	are	primarily	pass-through	fees	to	non-regulated	issuers	and	this	change	did	not	have	a	direct	impact	on	our earnings.	However,	it	is	uncertain	what	the	indirect	financial	impact	will	be	on	FIS,	as	our	clients	are	faced	with	significant	revenue	reductions	from	the interchange	rate	changes.	Moreover,	since	not	all	regulations	implementing	the	Dodd-Frank	Act	have	been	finalized,	we	are	uncertain	as	to	what	extent	the legislation	may	affect	our	business	in	the	future.	The	remaining	proposed	regulations	do	not	appear	to	be	intended	to	directly	affect	interchange	fees	applicable to	credit	card	transactions,	but	they	do	prohibit	networks	from	"inhibiting"	retailers	from	setting	minimum	purchase	amounts	for	use	of	credit	cards,	as	long	as the	minimum	purchase	amount	is	not	greater	than	$10,	so	long	as	the	value	does	not	differentiate	between	card	issuers	or	payment	card	networks.

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

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

•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.

•Oversight	by	Banking	Regulators.	As	a	provider	of	electronic	data	processing	and	back-office	services	to	financial	institutions,	FIS	is	subject	to	regulatory oversight	and	examination	by	the	Federal	Financial	Institutions	Examination	Council	("FFIEC"),	an	interagency	body	of	the	Federal	Deposit	Insurance Corporation,	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	as part	of	the	Multi-Region	Data	Processing	Servicer	Program	("MDPS").	The	MDPS	program	includes	technology	providers	that	provide	mission	critical applications	for	a	large	number	of	financial	institutions	that	are	regulated	by	multiple	regulatory	agencies.	Periodic	information	technology	examination assessments	are	performed	using	FFIEC	Interagency	guidelines	to	identify	potential	risks	that	could	adversely	affect	serviced	financial	institutions,	determine compliance	with	applicable	laws	and	regulations	that	affect	the	services	provided	to	financial	institutions	and	to	ensure	the	services	we	provide	to	financial institutions	do	not	create	systemic	risk	to	the	banking	system	or	impact	the	safe	and	sound	operation	of	the	financial	institutions	we	process.	In	addition, independent	auditors	annually	review	several	of	our	operations	to	provide	reports	on	internal	controls	for	our	customers'	auditors	and	regulators.	We	are	also subject	to	review	under	state	and	foreign	laws	and	rules	that	regulate	many	of	the	same	activities	that	are	described	above,	including	electronic	data	processing and	back-office	services	for	financial	institutions	and	the	use	of	consumer	information.

The	foregoing	list	of	laws	and	regulations	to	which	our	Company	is	subject	is	not	exhaustive,	and	the	regulatory	framework	governing	our	operations	changes continuously.	Enactment	of	new	laws	and	regulations	may	increasingly	affect	the	operations	of	our	business,	directly	and	indirectly,	which	could	result	in	substantial regulatory	compliance	costs,	litigation	expense,	adverse	publicity,	and/or	loss	of	revenue.

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

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

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

# Information	Security

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

# Employees

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

# Available	Information

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

# Item	1A. Risk

# Factors.

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

# Risks	Related	to	Our	Business	and	Operations

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

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

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

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	and	change	credit	and	debit	card	usage,	and	as	a	result,	adversely	affect	our	financial	performance	by	reducing	the	number or	average	purchase	amount	of	transactions	that	we	service.

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

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

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

For	banks	and	other	potential	customers	of	our	financial	information	software	and	services,	switching	from	one	vendor	of	bank	core	processing	or	related	software and	services	(or	from	an	internally-developed	system)	to	a	new	vendor	is	a	significant	undertaking.	Many	potential	customers	perceive	potential	disadvantages	such	as loss	of	accustomed	functionality,	increased	costs	(including	conversion	costs)	and	business	disruption.	As	a	result,	potential	customers	may	resist	change.	We	seek	to overcome	this	resistance	through	value	enhancing	strategies	such	as	a	defined	conversion	process,	system	integration	including	bundling	additional	services	and	making ongoing	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	service	offerings	can	be	lengthy	and	require	significant	investment	from	both	our	customers and	FIS.	If	we	fail	to	close	sales	or	if	a	customer	chooses	not	to	complete	an	installation	after	expending	significant	time	and	resources	to	do	so,	our	business, financial	condition,	and	results	of	operations	may	be	adversely	affected.

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

complete	the	implementation.	If	we	are	unsuccessful	in	closing	sales	or	if	the	customer	decides	not	to	complete	an	implementation	after	we	expend	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	of	clients	and	adversely	affect	results	of	operations	and financial	condition.

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

# 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	controls,	including	system	redundancies,	security	controls,	application	development	and	testing	controls	and disclaimers	and	limitation-of-liability	provisions	in	our	license	and	customer	agreements,	we	cannot	be	certain	that	these	measures	will	always	be	successful	in preventing	disruption	or	limiting	our	liability.

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

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

that	we	process	on	behalf	of	our	customers.	As	a	result,	the	new	legislation	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.

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

The	Consumer	Financial	Protection	Bureau	regulates	financial	and	non-financial	institutions	and	providers	to	those	organizations.	The	Bureau	is	establishing	its regulatory	agenda	and	will	likely	pass	additional	rules	for	regulating	non-financial	institution	providers	to	ensure	adequate	protection	of	consumer	privacy	and	to	ensure consumers	are	not	impacted	by	deceptive	business	practices.	The	impact	of	these	rules	may	require	FIS	or	its	subsidiaries	to	be	subject	to	additional	regulation	and	adopt additional	business	practices	that	could	require	additional	capital	expenditures	or	impact	our	operating	results.

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

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	could	alter	the	fees	charged	by	card	associations	and	debit	networks	worldwide.	The	impact	from	the	regulations	could	change	from	time	to time	and	the	resulting	changes	in	fees	could	impact	the	card	issuance	or	services	offered	by	our	customers,	which	could	have	an	adverse	impact	on	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	or	regulatory	rating	changes,	may	not	meet	contractual	obligations,	or	suffer	harm	to	our	client	relationships	or reputation.	Failure	to	meet	the	aforementioned	requirements	or	to	adapt	to	new	requirements	at	the	Federal,	state	or	international	level	could	inhibit	our	ability	to	retain existing	customers	or	obtain	new	customers,	which	could	have	an	adverse	impact	on	our	business,	results	of	operations	and	financial	condition.

In	addition	to	our	data	processing	services	described	above,	we	also	have	business	operations	that	store,	process	or	transmit	consumer	information	or	have	direct relationships	with	consumers	that	are	obligated	to	comply	with	regulations,	including,	but	not	limited	to,	the	Federal	Fair	Credit	Reporting	Act,	the	Federal	Fair	Debt Collection	Practices	Act	and	applicable	privacy	requirements.	Further,	our	international	businesses	must	comply	with	applicable	laws	such	as	the	U.S.	Foreign	Corrupt Practices	Act.	Failure	to	maintain	compliance	with	or	adapt	to	changes	in	any	of	the	aforementioned	requirements	could	result	in	fines,	penalties	or	regulatory	actions that	could	have	an	adverse	impact	on	our	business,	results	of	operations	and	financial	condition.

Security	breaches,	our	own	failure	to	comply	with	laws	and	regulations	or	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	and	could	result	in	a	breach	of one	or	more	client	contracts.

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

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

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

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

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

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

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

Further,	as	a	provider	of	services	to	financial	institutions	and	card	processing	services,	we	are	bound	by	the	same	limitations	on	disclosure	of	the	information	we receive	from	our	customers	as	apply	to	the	customers	themselves.	If	we	fail	to	comply	with	these	regulations	and	industry	security	requirements,	we	could	be	exposed	to suits	for	breach	of	contract,	governmental	proceedings	or	the	imposition	of	fines,	or	prohibitions	on	card	processing	services.	In	addition,	if	more	restrictive	privacy laws,	rules	or	industry	security	requirements	are	adopted	in	the	future	on	the	federal	or	state	level	or	by	a	specific	industry	body,	they	could	have	an	adverse	impact	on us	through	increased	costs	or	restrictions	on	business	processes.	Any	inability	to	prevent	security	or	privacy	breaches,	or	the	perception	that	such	breaches	may	occur, could	cause	our	existing	customers	to	lose	confidence	in	our	systems	and	terminate	their	agreements	with	us,	inhibit	our	ability	to	attract	new	customers	and/or	result	in increasing	regulation	or	other	adverse	consequences	from	the	government	agencies	that	regulate	our	business.

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

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

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

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

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

If	a	check	that	we	have	guaranteed	is	dishonored	by	the	check	writer's	bank,	we	must	reimburse	our	merchant	customer	for	the	check's	face	value	and	pursue collection	of	the	amount	from	the	check	writer.	In	some	cases,	we	recognize	a	liability	to	our	merchant	customers	for	estimated	check	returns	and	a	receivable	for amounts	we	estimate	we	will	recover	from	the	check	writers,	based	on	historical	experience	and	other	relevant	factors.	The	estimated	check	returns	and	recovery amounts	are	subject	to	the	risk	that	actual	amounts	returned	may	exceed	our	estimates	and	actual	amounts	recovered	by	us	may	be	less	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,	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.	Furthermore,	if	one of	our	customers	for	which	we	facilitate	settlement	suffers	a	fraudulent	event	due	to	an	error	of	their	controls,	we	may	suffer	a	financial	loss	if	the	customer	does	not have	sufficient	capital	to	cover	the	loss.

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

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

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	relates	to	foreign	currencies	in	Brazil, Europe,	Australia	and	parts	of	Asia.	The	U.S.	Dollar	value	of	our	net	investments	in	foreign	operations,	the	periodic	conversion	of	foreign-denominated	earnings	to	the U.S.	Dollar	(our	reporting	currency),	our	results	of	operations	and,	in	some	cases,	cash	flows,	could	be	adversely	affected	in	a	material	manner	by	movements	in	foreign currency	exchange	rates.	These	risks	could	cause	an	adverse	effect	on	our	business,	financial	position	and	results	of	operations.

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

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

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

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

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

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

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

# 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.

# Risks	Related	to	Business	Combinations	and	Ventures

# We	have	a	substantial	investment	in	our	Brazilian	Venture	and	drive	significant	revenue	through	that	venture	that	would	be	lost	and	result	in	significant termination	costs	if	our	venture	partner	were	to	terminate	the	agreement.

Revenue	attributable	to	our	Brazilian	Venture	partner,	Banco	Bradesco,	accounted	for	$287.6	million	in	2012.	The	contract	that	we	have	with	our	Brazilian	Venture partner	allows	for	the	termination	of	the	contract	at	any	point	during	the	10-year	term,	which	ends	September	30,	2020.	This	risk	of	contract	termination	is	mitigated	by guaranteed	performance	targets	and	minimum	payments	that	would	be	triggered	upon	the	event	of	an	early	termination.	These	payments	have	been	established	based	on FIS'	expected	rate	of	return	for	the	contract	over	a	10-year	period.	The	required	payments	and	buyouts	decline	each	year	and	are	further	reduced	by	returns	in	excess	of the	expected	returns	for	the	contract	and	reduce	the	overall	barrier	to	exiting	the	venture.	If	our	partner	were	to	exit	the	agreement,	this	could	have	a	significant	impact	on our	future	revenue	and	growth.	For	further	detail	on	our	Brazilian	Venture	see	Note	6	to	the	Consolidated	Financial	Statements.

Additionally,	we	employ	approximately	10,200	employees	in	Brazil	who	would	have	the	ability	to	file	labor	claims	if	their	employment	is	terminated.	If	our	Brazilian Venture	partner	were	to	terminate	the	agreement,	we	may	be	subject	to	labor	claims	filed	by	employees	of	the	Brazilian	Venture.	These	claims,	if	realized,	could	result	in a	significant	cost	and	impact	to	our	earnings.

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

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

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

# Risks	Related	to	our	Indebtedness

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.

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

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

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

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

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

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

# Statement	Regarding	Forward-Looking	Information

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

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

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

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

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

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

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

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

customers;

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

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

Commission.

Other	unknown	or	unpredictable	factors	also	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	results	of	operations	and	prospects.

Accordingly,	readers	should	not	place	undue	reliance	on	these	forward-looking	statements.	These	forward-looking	statements	are	inherently	subject	to	uncertainties, risks	and	changes	in	circumstances	that	are	difficult	to	predict.	Except	as	required	by	applicable	law	or	regulation,	we	do	not	undertake	(and	expressly	disclaim)	any obligation	and	do	not	intend	to	publicly	update	or	review	any	of	these	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.

# Item	2. Properties.

FIS'	corporate	headquarters	is	located	at	601	Riverside	Avenue,	Jacksonville,	Florida.	In	addition,	FIS	owns	or	leases	support	centers,	data	processing	facilities	and other	facilities	at	approximately	140	locations.	We	believe	our	facilities	and	equipment	are	generally	well	maintained	and	are	in	good	operating	condition.	We	believe that	the	computer	equipment	that	we	own	and	our	various	facilities	are	adequate	for	our	present	and	foreseeable	business	needs.

# 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	matter	listed	below,	depart	from	customary	litigation	incidental	to	its	business.

As	background	to	the	disclosure	below,	please	note	the	following:

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

complexities.

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

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

This	is	a	patent	infringement	action	that	was	filed	by	CheckFree	Corporation	and	CashEdge,	Inc.,	wholly-owned	subsidiaries	of	Fiserv,	Inc.,	against	Fidelity National	Information	Services,	Inc.	and	our	subsidiary,	Metavante	Corporation	(collectively	the	"Defendants")	in	the	U.S.	District	Court	for	the	Middle	District	of Florida,	Jacksonville	Division	on	January	5,	2012.	The	complaint	seeks	damages,	injunctive	relief	and	attorneys'	fees	for	the	alleged	infringement	of	three	patents. Plaintiffs	allege	that	the	Defendants	infringe	the	patents	at	issue	by	providing	customers	financial	and	payment	solutions	that	process	payment	instructions,	provide electronic	biller	notifications,	and/or	process	account-to-account	funds	transfer

transactions	and	have	requested	financial	damages	and	injunctive	relief.	Defendants	filed	their	Answer	and	Counterclaims	to	Plaintiffs'	complaint	for	patent	infringement denying	the	claims	of	patent	infringement	and	asserting	defenses,	including	non-infringement	and	invalidity.	Additionally,	Defendants	filed	counterclaims	asserting patent	infringement	of	three	patents	and	adding	Fiserv,	Inc.	as	a	Counter	Defendant.	Defendants	seek	damages,	injunctive	relief	and	attorneys'	fees.	Plaintiffs	and Counter	Defendant	Fiserv,	Inc.,	filed	their	Answer	to	Defendants'	counterclaims	denying	the	claims	of	patent	infringement	and	asserting	defenses,	including	non- infringement	and	invalidity.	In	the	second	quarter	of	2012,	the	Defendants	filed	a	Motion	for	Judgment	on	the	Pleadings	and	a	Motion	to	Stay	Discovery.	The	Court subsequently	denied	the	Motion	to	Stay	Discovery	but	has	not	yet	ruled	on	the	Motion	for	Judgment	on	the	Pleadings.	In	the	third	quarter	of	2012,	the	Court	entered	a Case	Management	and	Scheduling	Order.	In	the	fourth	quarter	of	2012,	the	Court	granted	Plaintiffs'	Motion	to	Amend	its	First	Amended	Complaint	to	add	a	fourth patent	and	Defendants'	Motion	to	Amend	its	First	Amended	Answer	and	Counterclaims.	The	Motion	for	Judgment	on	the	Pleadings	was	denied	as	moot	following	entry of	the	amended	complaint	adding	claims	with	respect	to	a	fourth	patent.	On	December	3,	2012,	Defendants	filed	a	Motion	for	Summary	Judgment	seeking	an	order invalidating	all	of	the	Plaintiffs'	asserted	patents.	On	January	15,	2013,	Plaintiffs	filed	a	Motion	for	Summary	Judgment	seeking	to	invalidate	select	patent	claims	from one	of	Defendants'	asserted	patents.			The	Court	has	not	yet	ruled	on	either	of	the	summary	judgment	motions.	Trial	is	scheduled	for	January	2014.	Discovery	is ongoing.	Due	to	the	early	stage	of	this	matter,	an	estimate	of	a	possible	loss	or	range	of	loss,	if	any,	for	this	action	cannot	be	made	at	this	time.

# 	Indemnifications	and	Warranties

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

# Item	4. Mine	Safety

# Disclosures.

# Not	applicable.

# 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	2012	and	2011.

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

As	of	January	31,	2013,	there	were	approximately	14,000	shareholders	of	record	of	our	common	stock.

We	expect	to	continue	to	pay	quarterly	dividends,	which	were	increased	from	$0.05	to	$0.20	per	share	per	quarter	in	2012.	On	February	12,	2013,	the	Board	of Directors	approved	an	additional	increase	to	$0.22	per	share	per	quarter	beginning	in	the

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

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

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

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

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

On	May	25,	2010,	our	Board	of	Directors	authorized	a	leveraged	recapitalization	plan	to	repurchase	up	to	$2.5	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.

# Stock	Performance	Graph

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

|  | 12/07 | 12/08 | 12/09 | 12/10 | 12/11 | 12/12 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fidelity\tNational\tInformation\tServices,\tInc. | 100.00 | 70.08 | 101.93 | 120.01 | 117.34 | 157.38 |
| S&P\t500 | 100.00 | 63.00 | 79.67 | 91.67 | 93.61 | 108.59 |
| S&P\tSupercap\tData\tProcessing\t&\tOutsourced\tServices | 100.00 | 68.26 | 99.41 | 97.33 | 118.68 | 151.90 |

# 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	Technologies,	Inc.	("Metavante").	The	results	of	operations	and	financial	position	of	Metavante	are included	in	the	Consolidated	Financial	Statements	since	the	date	of	acquisition.

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

| Processing	and	services	revenues | $5,807.6 | $5,625.6 | $5,145.6 | $3,680.1 | $3,359.5 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Cost\tof\trevenues | 3,946.9 | 3,919.1 | 3,553.7 | 2,720.5 | 2,616.1 |
| Gross\tprofit | 1,860.7 | 1,706.5 | 1,591.9 | 959.6 | 743.4 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 781.5 | 647.9 | 654.0 | 541.6 | 381.0 |
| Impairment\tcharges | — | 9.1 | 154.9 | 136.9 | 26.0 |
| Operating\tincome | 1,079.2 | 1,049.5 | 783.0 | 281.1 | 336.4 |
| Total\tother\tincome\t(expense) | (248.0) | (322.5) | (184.9) | (121.9) | (155.6) |
| Earnings\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes\tand\tequity\tin\tloss\tof\nunconsolidated\tentities | 831.2 | 727.0 | 598.1 | 159.2 | 180.8 |
| Provision\tfor\tincome\ttaxes | 270.9 | 232.4 | 208.4 | 53.0 | 57.6 |
| Equity\tin\tloss\tof\tunconsolidated\tentities | — | — | — | — | (0.2) |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | 560.3 | 494.6 | 389.7 | 106.2 | 123.0 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (79.2) | (13.5) | (31.8) | 2.3 | 96.5 |
| Net\tearnings | 481.1 | 481.1 | 357.9 | 108.5 | 219.5 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | (19.9) | (11.5) | 46.6 | (2.6) | (4.7) |
| Net\tearnings\tattributable\tto\tFIS | $461.2 | $469.6 | $404.5 | $105.9 | $214.8 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\nstockholders | $1.85 | $1.61 | $1.26 | $0.44 | $0.62 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\ncommon\tstockholders | (0.27) | (0.04) | (0.09) | 0.01 | 0.50 |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $1.58 | $1.56 | $1.17 | $0.45 | $1.12 |
| Weighted\taverage\tshares\t—\tbasic | 291.8 | 300.6 | 345.1 | 236.4 | 191.6 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\nstockholders | $1.82 | $1.57 | $1.24 | $0.43 | $0.61 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\ncommon\tstockholders | (0.27) | (0.04) | (0.09) | 0.01 | 0.50 |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $1.55 | $1.53 | $1.15 | $0.44 | $1.11 |
| Weighted\taverage\tshares\t—\tdiluted | 297.5 | 307.0 | 352.0 | 239.4 | 193.5 |
| Amounts\tattributable\tto\tFIS\tcommon\tstockholders: |  |  |  |  |  |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | $540.4 | $483.1 | $436.3 | $103.6 | $118.9 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (79.2) | (13.5) | (31.8) | 2.3 | 95.9 |
| Net\tearnings\tattributable\tto\tFIS\tcommon\tstockholders | $461.2 | $469.6 | $404.5 | $105.9 | $214.8 |

| Cash	and	cash	equivalents | $517.6 | $415.5 | $338.0 | $430.9 | $220.9 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Goodwill | 8,381.5 | 8,542.8 | 8,550.0 | 8,232.9 | 4,194.0 |
| Other\tintangible\tassets,\tnet | 1,576.2 | 1,903.3 | 2,202.9 | 2,396.8 | 924.3 |
| Total\tassets | 13,549.7 | 13,873.2 | 14,176.3 | 13,997.6 | 7,500.4 |
| Total\tlong-term\tdebt | 4,385.5 | 4,809.8 | 5,192.1 | 3,253.3 | 2,514.5 |
| Total\tFIS\tstockholders'\tequity | 6,640.9 | 6,503.0 | 6,403.2 | 8,308.9 | 3,532.8 |
| Noncontrolling\tinterest | 152.7 | 148.2 | 158.4 | 209.7 | 164.2 |
| Total\tequity | 6,793.6 | 6,651.2 | 6,561.6 | 8,518.6 | 3,697.0 |
| Cash\tdividends\tdeclared\tper\tshare | $0.80 | $0.20 | $0.20 | $0.20 | $0.20 |

# Selected	Quarterly	Financial	Data

Selected	unaudited	quarterly	financial	data	is	as	follows:

| Processing	and	services	revenues | $1,413.4 | $1,457.2 | $1,436.9 | $1,500.1 |
| :--- | :--- | :--- | :--- | :--- |
| Gross\tprofit | 423.9 | 476.1 | 468.1 | 492.6 |
| Earnings\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 142.2 | 224.3 | 232.4 | 232.3 |
| Net\tearnings\tattributable\tto\tFIS\tcommon\tstockholders | 87.1 | 150.6 | 86.8 | 136.7 |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $0.30 | $0.51 | $0.30 | $0.47 |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $0.29 | $0.50 | $0.29 | $0.46 |
| 2011 |  |  |  |  |
| Processing\tand\tservices\trevenues | $1,352.8 | $1,413.3 | $1,398.2 | $1,461.3 |
| Gross\tprofit | 376.5 | 423.9 | 432.9 | 473.2 |
| Earnings\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 145.0 | 188.6 | 211.9 | 181.5 |
| Net\tearnings\tattributable\tto\tFIS\tcommon\tstockholders | 92.8 | 123.5 | 136.3 | 117.0 |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $0.31 | $0.41 | $0.45 | $0.39 |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $0.30 | $0.40 | $0.44 | $0.39 |

# 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, 2012	and	2011	and	for	the	years	ended	December	31,	2012,	2011	and	2010.

This	section	should	be	read	in	conjunction	with	the	audited	Consolidated	Financial	Statements	and	related	Notes	of	FIS	included	elsewhere	in	this	Annual	Report. This	Management's	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.

FIS	is	a	leading	global	provider	dedicated	to	banking	and	payments	technologies.	With	a	long	history	deeply	rooted	in	the	financial	services	sector,	FIS	serves	more than	14,000	institutions	in	over	100	countries.	Headquartered	in	Jacksonville,	Florida,	FIS	employs	more	than	35,000	people	worldwide	and	holds	leadership	positions	in payment	processing	and	banking	solutions,	providing	software,	services	and	outsourcing	of	the	technology	that	drives	financial	institutions.	FIS	topped	the	2012	and 2011	annual	FinTech	100	list,	is	a	member	of	the	Fortune	500	U.S.	and	of	Standard	and	Poor's	(S&P)	500®	Index.	We	have	four	reporting	segments:	FSG,	PSG,	ISG and	Corporate	and	Other.	A	description	of	these	segments	is	included	above	in	Item	1.	Business	and	the	results	of	operations	of	our	segments	are	discussed	below	in Segment	Results	of	Operations.

# Business	Trends	and	Conditions

Our	revenue	is	derived	from	a	combination	of	recurring	services,	professional	services	and	software	license	fees.		Recurring	services,	which	have	historically	represented approximately	80%	of	our	revenue,		are	provided	under	multi-year	contracts	that	contribute	relative	stability	to	our	revenue	stream.		However,	a	significant	portion	of these	recurring	revenues	are	derived	from	transaction	processing	fees	that	fluctuate	with	the	level	of	deposit	and	card	transactions	associated	with	consumer	and commercial	activity.		Sales	of	software	licenses	and	professional	services	are	less	predictable	and	a	portion	can	be	regarded	as	discretionary	spending	by	our	customers. We	continually	seek	opportunities	to	enhance	revenues	and	to	manage	our	costs	and	capital	expenditures	prudently	in	light	of	any	shifting	revenue	trends	and	in	response to	broader	economic	conditions.

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

As	the	payment	market	continues	to	evolve	from	paper-based	to	electronic,	we	continue	to	add	new	services	responsive	to	this	trend.	Card	transactions	continue	to increase	as	a	percentage	of	total	point-of-sale	payments,	which	fuels	continuing	demand	for	card-related	services.	In	recent	years,	we	have	added	a	variety	of	stored- value	card	types,	internet	banking,	mobile	solutions,	and	electronic	bill	presentment/payment	services,	as	well	as	a	number	of	card	enhancement	and	loyalty/reward programs.	The	common	goal	of	these	offerings	continues	to	be	convenience	and	security	for	the	consumer,	coupled	with	value	to	the	financial	institution.	The	evolution to	electronic	transactions	also	intensifies	the	vulnerability	to	fraud,	increasing	the	demand	for	our	risk	management	solutions.	At	the	same	time,	the	use	of	checks continues	to	decline	as	a	percentage	of	total	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	in	the	financial	services industry	from	which	we	are	benefiting	is	the	migration	by	our	clients	to	an	outsourced	model	to	improve	their	profitability.

While	we	are	cautious	regarding	broader	economic	improvement,	we	expect	banks	to	continue	investing	in	new	technology	and	believe	we	are	well	positioned	to capitalize	as	the	overall	market	continues	to	recover.	We	anticipate	consolidation	within	the	banking	industry	will	continue,	including	additional	bank	failures	and continuing	merger	and	acquisition	activity.	As	a	whole,	consolidation	activity	is	detrimental	to	our	business.	However,	consolidation	resulting	from	specific	merger	and acquisition	transactions	may	be	beneficial	or	detrimental	to	our	business.	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	we	are	providing	services	to	both	entities,	or	we	are	not	the	merging	parties'	provider	of	core	or	payment	processing,	or	if	a	customer	of	ours	is involved	in	a	consolidation	and	our	services	are	not	chosen	to	survive	the	consolidation	and	support	the	newly	combined	entity.	It	is	also	possible	that	larger	financial institutions	resulting	from	consolidation	would	have	greater	leverage	in	negotiating	terms	or	could	decide	to	perform	in-house	some	or	all	of	the	services	that	we currently	provide	or	could	provide.	We	seek	to	mitigate	the	risks	of	consolidations	by	offering	other	competitive	services	to	take	advantage	of	specific	opportunities	at the	surviving	company.

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

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

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

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

During	the	2011	cyber-incident,	the	attackers	also	engaged	in	tactics	and	techniques	designed	to	obscure	their	movements	and	to	prevent	a	full	re-creation	of	their activities.	To	date,	we	are	aware	of	no	evidence	of	any	misuse	of	any	client

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

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

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

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

platform;

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

•Expanding	risk	assessment	coverage	of	internet-facing	products	and

services;

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

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

•Improving	our	inventory	of	technology,	data	and	information	security	assets

worldwide;

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

•Enhancing	network	segmentation	to	separate	production	environments;

•Significantly	increasing	cyber	security,	incident	response	and	risk	management

staff.

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

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

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

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

We	are	continuing	to	work	closely	with	and	communicate	to	our	clients	about	the	2011	cyber-incident,	including	with	respect	to	the	additional	information	resulting from	the	ongoing	investigation.	We	are	also	continuing	to	focus	on	improving	our	internal	information	security	and	risk	management	functions	across	the	Company,	and assisting	our	customers	in	doing	the	same.	We	increased	the	amounts	spent	on	information	security	in	2012.	Due	to	the	increased	frequency	and	the	evolving	nature	of cyber-incidents,	we	expect	to	continue	to	implement	enhancements	to	protect	the	security	of	our	information	technology	systems	and	data,	as	well	as	the	information technology	data	of	our	clients	that	we	possess.

# 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	$19.9	million	and	$33.1 million	as	of	December	31,	2012	and	2011,	respectively.	The	decrease	in	2012	is	attributable	to	resolution	of	a	number	of	specifically	reserved	accounts,	as	well	as enhanced	collection	management.

# Provision	for	Check	Guarantee	Losses

In	our	check	guarantee	business,	if	a	guaranteed	check	presented	to	a	merchant	customer	is	dishonored	by	the	check	writer's	bank,	we	reimburse	our	merchant customer	for	the	check's	face	value	and	pursue	collection	of	the	amount	from	the	delinquent	check	writer.	Loss	provisions	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	cost	of	revenues.	The	estimated	check	returns	and recovery	amounts	are	subject	to	the	risk	that	actual	amounts	returned	and	recovered	may	be	different	than	our	estimates.

Historically,	such	estimation	processes	have	proved	to	be	materially	accurate;	however,	our	projections	of	probable	check	guarantee	losses	and	anticipated recoveries	are	inherently	uncertain	and	as	a	result,	we	cannot	predict	with	certainty	the	amount	of	such	items.	Changes	in	economic	conditions,	the	risk	characteristics and	composition	of	our	customers,	and	other	factors	could	impact	our	actual	and	projected	amounts.	We	recorded	check	guarantee	losses,	net	of	anticipated	recoveries excluding	service	fees,	of	$54.7	million,	$68.0	million	and	$69.4	million,	respectively,	for	the	years	ended	December	31,	2012,	2011	and	2010.	The	year-over-year reduction	is	consistent	with	the	ongoing	decline	in	retail	check	activity.	A	ten	percent	difference	in	our	estimated	check	guarantee	loss	provisions	net	of	estimated recoveries	as	of	December	31,	2012	would	have	impacted	2012	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,	2012	and	2011,	computer	software,	net	of	accumulated	amortization,	was	$847.0	million	and	$881.5	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.

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

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

# Goodwill	and	Other	Intangible	Assets

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

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

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

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.	Based	upon	the	current	year	results	of	this	test,	there	are	no	indications	of	impairment	for any	of	our	reporting	units.

For	2011,	we	early	adopted	the	provisions	of	ASU	2011-08,	and	began	our	assessment	with	the	step	zero	qualitative	analysis	because	there	was	a	substantial	excess of	fair	value	over	carrying	value	for	each	of	our	reporting	units	in	the	2010	step	one	analysis.	In	performing	the	2011	step	zero	qualitative	analysis,	examining	those factors	most	likely	to	affect	our	valuations,	we	concluded	that	it	remained	more	likely	than	not	that	the	fair	value	of	each	of	our	reporting	units	continued	to	exceed	their carrying	amounts.	Consequently,	we	did	not	perform	a	step	one	analysis	in	2011.

We	also	estimate	the	fair	value	of	acquired	intangible	assets	with	indefinite	lives	and	compare	this	amount	to	the	underlying	carrying	value	annually.	For	the	year ended	December	31,	2012,	we	did	not	record	any	impairment	charges	for	acquired	intangible	assets.	During	the	year	ended	December	31,	2011,	we	recorded	an impairment	charge	of	$9.1	million	related	to	the	Capco	trademark	in	North	America.	During	the	year	ended	December	31,	2010,	the	portion	of	the	unamortized	contract intangible	asset	recorded	at	the	initiation	of	the	Brazilian	Venture	that	was	attributable	to	Banco	Santander	was	deemed	impaired	due	to	the	exit	of	Banco	Santander. Accordingly,	we	recorded	a	pre-tax	impairment	charge	of	$140.3	million	in	the	third	quarter	of	2010.	Additionally,	in	2010	we	recorded	a	$5.2	million	impairment	of intangible	assets	related	to	the	discontinued	operations	of	Participacoes,	as	discussed	in	Notes	6	and	9	to	the	Consolidated	Financial	Statements.

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.

# 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	or	decrease	this	allowance	in	a	period,	we	must	reflect	this	increase	or decrease	as	an	expense	or	benefit	within	income	tax	expense	in	the	Consolidated	Statements	of	Earnings.	Determination	of	the	income	tax	expense	requires	estimates and	can	involve	complex	issues	that	may	require	an	extended	period	to	resolve.	Further,	changes	in	the	geographic	mix	of	revenues	or	in	the	estimated	level	of	annual pre-tax	income	can	cause	the	overall	effective	income	tax	rate	to	vary	from	period	to	period.	We	believe	that	our	tax	positions	comply	with	applicable	tax	law	and	that we	adequately	provide	for	any	known	tax	contingencies.	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	as	discussed	in	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	December	2010,	we	acquired	Capco	and	have	included	the	results	of	operations	and	financial	position	of	Capco	in	the	Consolidated	Financial	Statements from	the	date	of	acquisition.

•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."

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

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)

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues | $5,807.6 | $5,625.6 | $5,145.6 |
| Cost\tof\trevenues | 3,946.9 | 3,919.1 | 3,553.7 |
| Gross\tprofit | 1,860.7 | 1,706.5 | 1,591.9 |
| Selling,\tgeneral,\tand\tadministrative\texpenses | 781.5 | 647.9 | 654.0 |
| Impairment\tcharges | — | 9.1 | 154.9 |
| Operating\tincome | 1,079.2 | 1,049.5 | 783.0 |
| Other\tincome\t(expense): |  |  |  |
| Interest\tincome | 8.6 | 6.0 | 6.4 |
| Interest\texpense | (231.3) | (264.8) | (179.8) |
| Other\tincome\t(expense),\tnet | (25.3) | (63.7) | (11.5) |
| Total\tother\tincome\t(expense) | (248.0) | (322.5) | (184.9) |
| Earnings\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 831.2 | 727.0 | 598.1 |
| Provision\tfor\tincome\ttaxes | 270.9 | 232.4 | 208.4 |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | 560.3 | 494.6 | 389.7 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (79.2) | (13.5) | (31.8) |
| Net\tearnings | 481.1 | 481.1 | 357.9 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | (19.9) | (11.5) | 46.6 |
| Net\tearnings\tattributable\tto\tFIS | $461.2 | $469.6 | $404.5 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.85 | $1.61 | $1.26 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\tstockholders | (0.27) | (0.04) | (0.09) |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders | $1.58 | $1.56 | $1.17 |
| Weighted\taverage\tshares\toutstanding\t—\tbasic | 291.8 | 300.6 | 345.1 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.82 | $1.57 | $1.24 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\nstockholders | (0.27) | (0.04) | (0.09) |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders | $1.55 | $1.53 | $1.15 |
| Weighted\taverage\tshares\toutstanding\t—\tdiluted | 297.5 | 307.0 | 352.0 |
| Amounts\tattributable\tto\tFIS\tcommon\tstockholders: |  |  |  |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | $540.4 | $483.1 | $436.3 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (79.2) | (13.5) | (31.8) |
| Net\tearnings\tattributable\tto\tFIS | $461.2 | $469.6 | $404.5 |

# Processing	and	Services	Revenues

Processing	and	services	revenues	totaled	$5,807.6	million,	$5,625.6	million	and	$5,145.6	million	in	2012,	2011	and	2010,	respectively.	The	increase	in	revenue during	2012	of	$182.0	million,	or	3.2%,	as	compared	to	2011,	is	primarily	attributable	to	increased	processing	volumes,	transaction	growth	and	demand	for	professional and	consulting	services,	plus	incremental	revenues	from	2012	acquisitions	of	$26.2	million.	Total	revenue	growth	in	these	areas	was	partially	offset	by	lower	item processing	and	retail	check	activity.	The	2012	period	included	$100.8	million	of	unfavorable	foreign	currency	impact	resulting	from	a	stronger	U.S.	Dollar	as	compared to	2011.	The	increase	in	revenue	during	2011	of	$480.0	million,	or	9.3%,	as	compared	to	2010	was	primarily	attributable	to	incremental	revenues	of	$304.7	million	from 2010	acquisitions,	increased	demand	for	professional	services	and	increased	processing	revenues.	Total	revenue	growth	in	these	areas	in	2011	was	tempered	by	lower item	processing	and	retail	check	activity	and	the	change	in	reporting	certain	merchant	interchange	fees	from	gross	to	net	revenue	recognition,	as	discussed	in	greater detail	under	Segment	Results	of	Operations.	The	2011	period	also

included	$47.4	million	of	favorable	foreign	currency	impact	resulting	from	a	weaker	U.S.	Dollar	as	compared	with	2010.	The	2010	period	was	favorably	impacted	by the	recognition	of	an	$83.3	million	termination	fee	in	connection	with	Banco	Santander's	exit	from	the	Brazilian	Venture.

# Cost	of	Revenues	and	Gross	Profit

Cost	of	revenues	totaled	$3,946.9	million,	$3,919.1	million	and	$3,553.7	million	in	2012,	2011	and	2010,	respectively,	resulting	in	gross	profit	of	$1,860.7	million, $1,706.5	million	and	$1,591.9	million	in	2012,	2011	and	2010,	respectively.	Gross	profit	as	a	percentage	of	revenues	("gross	margin")	was	32.0%,	30.3%	and	30.9%	in 2012,	2011	and	2010,	respectively.	Cost	of	revenues	were	comparable	during	2012	and	2011.	The	increase	in	gross	margin	during	2012	as	compared	to	2011	is	due	to increased	operating	leverage	and	cost	management	initiatives.	The	increase	in	cost	of	revenues	of	$365.4	million	in	the	2011	period	as	compared	to	the	2010	period	was directly	attributable	to	the	revenue	variances	addressed	above.	The	termination	fee	received	in	connection	with	Banco	Santander's	exit	from	the	Brazilian	Venture favorably	augmented	gross	margins	for	2010,	contributing	to	a	decrease	in	gross	margin	of	170	basis	points	during	2011	by	comparison.	Further,	while	Capco	provided revenue	growth	in	2011,	the	lower	margin	contribution	unfavorably	impacted	gross	margin	as	compared	to	2010.

# Selling,	General	and	Administrative	Expenses

Selling,	general	and	administrative	expenses	totaled	$781.5	million,	$647.9	million	and	$654.0	million	for	2012,	2011	and	2010,	respectively.	The	2012	increase	of $133.6	million	as	compared	to	2011	was	primarily	due	to	increased	compensation	costs	and	costs	to	enhance	administrative	support	of	operational	functions,	including information	security	and	risk	and	compliance.	The	compensation	costs	included	$43.2	million	in	payments	and	accelerated	vesting	of	certain	stock	option	and	restricted stock	grants	triggered	by	changes	in	responsibility	or	separation	from	the	Company	of	certain	executives.	In	addition,	the	2011	period	benefited	from	a	$22.3	million reduction	in	a	contingent	consideration	liability	related	to	the	Capco	acquisition	as	addressed	in	Note	5	to	the	Consolidated	Financial	Statements.	The	decrease	of	$6.1 million	in	2011	as	compared	to	2010	results	primarily	from	higher	expenses	included	in	the	2010	period	in	connection	with	our	leveraged	recapitalization,	coupled	with the	2011	reduction	in	the	Capco	contingent	consideration	liability.	These	impacts	were	partially	offset	by	incremental	operating	costs	in	2011	resulting	from	2010 acquisitions.	Other	factors	impacting	the	comparison	include	a	$10.1	million	recovery	in	September	2010	of	legal	costs	previously	incurred	as	the	result	of	a	favorable court	ruling	and	the	$13.0	million	loss	related	to	unauthorized	activities	on	the	Sunrise	prepaid	card	platform	recorded	in	2011	(see	Note	19	to	the	Consolidated	Financial Statements).

# Impairment	Charges

Impairment	charges	totaled	$9.1	million	and	$154.9	million	for	2011	and	2010,	respectively.	No	impairment	charges	were	taken	in	2012.	The	2011	charges	relate	to a	reduction	in	the	carrying	value	of	the	Capco	trademark	in	North	America.	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	(see	Note	6	to	the	Consolidated	Financial	Statements).

# Operating	Income

Operating	income	totaled	$1,079.2	million,	$1,049.5	million	and	$783.0	million	for	2012,	2011	and	2010,	respectively.	Operating	income	as	a	percentage	of revenue	("operating	margin")	was	18.6%,	18.7%	and	15.2%	for	2012,	2011	and	2010,	respectively.	The	annual	increases	in	operating	income	and	changes	in	operating margin	were	driven	by	the	revenue	and	cost	variances	addressed	above.

# Total	Other	Income	(Expense)

Total	other	income	(expense)	was	$(248.0)	million,	$(322.5)	million	and	$(184.9)	million	for	2012,	2011	and	2010,	respectively.	The	primary	component	of	total other	income	(expense)	is	interest	expense.	The	decrease	of	$33.5	million	in	interest	expense	in	2012	as	compared	to	2011	resulted	from	lower	borrowing	rates	combined with	a	reduction	in	total	debt	outstanding.	The	increase	of	$85.0	million	in	interest	expense	in	2011	as	compared	to	2010	resulted	from	higher	overall	debt	levels	as	a result	of	our	recapitalization	in	mid-2010	and	higher	interest	rates.

Apart	from	interest	expense,	2012	includes	$18.4	million	in	costs	related	to	the	write-off	of	certain	previously	capitalized	debt	issuance	costs	resulting	from	the early	pay	down	of	certain	debt	and	related	refinancing	activities.	In	comparison,	2011	included	$38.8	million	of	debt	refinancing	expenses,	including	$24.7	million	of previously	capitalized	debt	issuance	costs,	and	a	$34.0	million	other-than-temporary	impairment	of	available-for-sale	securities	acquired	in	conjunction	with	the acquisition	of	Metavante.	The	2010	period	included	$13.7	million	of	debt	extinguishment	expenses,	the	write-off	of	certain	previously	capitalized	debt	issuance	costs and	fees	and	other	expenses	relating	to	our	leveraged	recapitalization.	The	2010	period	also	included	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).

# Provision	for	Income	Taxes

Income	tax	expense	from	continuing	operations	totaled	$270.9	million,	$232.4	million	and	$208.4	million	for	2012,	2011	and	2010,	respectively.	This	resulted	in	an effective	tax	rate	on	continuing	operations	of	32.6%,	32.0%	and	34.8%	for	2012,	2011	and	2010,	respectively.	The	tax	rates	were	comparable	during	the	2012	and	2011 periods.	The	net	decrease	in	the	overall	effective	tax	rate	for	the	2011	period	was	primarily	related	to	a	larger	proportion	of	foreign-source	pre-tax	income	versus domestic	income	during	the	2011	period	and	state	income	tax	planning.	Additionally,	the	2011	period	included	a	one-time	benefit	for	the	favorable	resolution	of	tax contingencies	in	international	jurisdictions,	implementation	of	federal	tax	planning	strategies	and	a	non-recurring	benefit	related	to	our	United	Kingdom	operations.

# Earnings	(Loss)	from	Discontinued	Operations

During	2012,	2011	and	2010,	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.	On	June	25,	2012,	we	entered	into	a	definitive	agreement	to	sell	our	Healthcare	Benefit	Solutions	Business ("Healthcare	Business")	because	its	operations	did	not	align	with	our	strategic	plans.	The	all-cash	transaction	closed	on	August	15,	2012	and	we	received	cash	proceeds of	$332.2	million.	We	recorded	a	pre-tax	gain	of	$22.0	million	and	tax	expense	on	the	sale	of	$78.3	million,	which	resulted	from	the	allocation	of	goodwill	with	minimal tax	basis.	In	addition,	during	the	third	quarter	of	2010,	we	determined	that	we	would	pursue	strategic	alternatives	for	Fidelity	National	Participacoes	Ltda.

("Participacoes").	In	January	2010,	we	closed	on	the	sale	of	ClearPar.	The	table	below	outlines	the	components	of	discontinued	operations	for	2012,	2011	and	2010,	net of	tax	(in	millions).	See	also	Note	3	to	the	Consolidated	Financial	Statements.

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Healthcare\tBenefit\tSolutions\tBusiness | $(47.8) | $10.7 | \t $11.3 |
| Impairment\tcharges-\tParticipacoes | — | — | (16.6) |
| Participacoes\toperations | (31.4) | (24.2) | (25.2) |
| Other | — | — | (1.3) |
| \t\t\tTotal\tdiscontinued\toperations | $(79.2) | $(13.5) | \t $(31.8) |

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

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Pre-tax\tincome\tfrom\toperations | $13.8 | $17.3 | $18.2 |
| Pre-tax\tgain\ton\tsale | 22.0 | — | — |
| Earnings\tbefore\ttax | 35.8 | 17.3 | 18.2 |
| Tax\texpense | 83.6 | 6.6 | 6.9 |
| Healthcare\tBenefit\tSolutions\tBusiness\tincluded\tin\ndiscontinued\toperations | $(47.8) | $10.7 | $11.3 |

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

# Net	(Earnings)	Loss	Attributable	to	Noncontrolling	Interest

Net	(earnings)	loss	attributable	to	noncontrolling	interest	totaled	$(19.9)	million,	$(11.5)	million	and	$46.6	million	for	2012,	2011	and	2010,	respectively.	The	2010 year	included	after	tax	charges	totaling	$50.1	million	relating	to	the	minority	partner's	proportionate	share	of	the	write-off	of	capitalized	software	development	costs	and of	the	impairment	to	the	unamortized	contract	intangible	asset	resulting	from	the	exit	of	Banco	Santander	from	the	Brazilian	Venture.	See	Note	6	to	the	Consolidated Financial	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	$540.4	million,	$483.1	million	and	$436.3	million	for	2012,	2011 and	2010,	respectively,	or	$1.82,	$1.57	and	$1.24	per	diluted	share,	respectively,	due	to	the	factors	described	above	coupled	with	the	impact	of	our	share	repurchase initiatives.

# Segment	Results	of	Operations

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tmillions) |  |
| Processing\tand\tservices\trevenues | $2,246.4 | $2,076.8 | $1,890.8 |
| Operating\tincome | $716.2 | $680.3 | $673.4 |
| Operating\tmargin | 31.9% | 32.8% | 35.6% |

Revenues	for	FSG	totaled	$2,246.4	million,	$2,076.8	million	and	$1,890.8	million	for	2012,	2011	and	2010,	respectively.	The	overall	segment	increase	of	$169.6 million,	or	8.2%,	for	2012	as	compared	to	2011	was	driven	by	growth	in	professional	services,	back	office	processing	and	outsourced	IT	revenues,	increased	processing revenues	and	incremental	revenues	from	2012	acquisitions	of	$26.2	million.	Increased	processing	revenue	is	driven	by	core	processing	account	volume	growth,	growth and	adoption	of	eBanking	and	mobile	banking	products,	as	well	as	risk,	fraud	and	compliance	transactions.	This	processing	revenue	growth	was	generated	from	existing customer	growth	and	newly	converted	competitive	wins.	Services	revenue	continues	to	grow	in	core	banking	systems,	eBanking,	mobile	banking	and	outsourced services.	The	overall	segment	increase	of	$186.0	million	or	9.8%	for	2011	as	compared	to	2010	was	driven	by	incremental	Capco	revenues,	as	well	as	increased processing	revenues	and	growth	in	professional	services.

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

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tmillions) |  |
| Processing\tand\tservices\trevenues | $2,380.6 | $2,372.1 | $2,354.2 |
| Operating\tincome | $881.2 | $822.7 | $803.5 |
| Operating\tmargin | 37.0% | 34.7% | 34.1% |

Revenues	for	PSG	totaled	$2,380.6	million,	$2,372.1	million	and	$2,354.2	million	for	2012,	2011	and	2010,	respectively.	The	2012	period	included	growth	in electronic	payment	services,	offset	by	lower	item	processing,	retail	check	activity	and	loyalty	program	revenue.	Revenue	growth	during	2012	was	also	negatively impacted	by	the	June	2012	deconversion	of	a	large	debit	card	processing	client.	The	2011	period	included	growth	in	print	and	mail	and	card	personalization	and electronic	payment	services,	offset	by	lower	item	processing	and	retail	check	activity.	Additionally,	consolidation	of	our	merchant	processing	platforms	resulted	in	the utilization	of	the	net	method	to	account	for	certain	merchant	interchange	fees,	causing	a	$34.4	million	unfavorable	revenue	variance	during	2011	as	compared	to	2010.

Operating	income	for	PSG	totaled	$881.2	million,	$822.7	million	and	$803.5	million	for	2012,	2011	and	2010,	respectively.	Operating	margin	was	approximately 37.0%,	34.7%	and	34.1%	for	2012,	2011	and	2010,	respectively.	The	increases	in	operating	income	and	operating	margin	during	2012	primarily	reflect	operating leverage	related	to	the	revenue	growth	in	electronic	payment	services	and	the	impact	of	disciplined	cost	management.	The	2011	period	included	$13.6	million	of integration	and	severance	costs.	Integration	costs	for	2010	were	included	in	the	Corporate	and	Other	Segment.

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tmillions) |  |
| Processing\tand\tservices\trevenues | $1,180.5 | $1,177.6 | $917.0 |
| Operating\tincome | $202.2 | $187.6 | $71.1 |
| Operating\tmargin | 17.1% | 15.9% | 7.8% |

Revenues	for	ISG	totaled	$1,180.5	million,	$1,177.6	million	and	$917.0	million	for	2012,	2011	and	2010,	respectively.	The	2012	period	included	$99.7	million	of unfavorable	foreign	currency	impact	resulting	from	a	stronger	U.S.	Dollar	during	the	2012	period.	Excluding	the	unfavorable	foreign	currency	impact,	revenues	for	2012 increased	primarily	from	higher	card	transaction	volumes	in	Brazil,	growth	within	our	European	consulting	businesses	and	our	expanded	presence	across	Asia	including growth	in	the	India	ATM	management	business.	Brazilian	card	volume	growth	translates	into	additional	processing	revenues	and	incremental	call	center	and	back-office revenues.	The	overall	segment	increase	of	$260.6	million	for	2011	as	compared	to	2010	resulted	primarily	from	incremental	revenues	from	Capco's	European	business and	increased	credit	card	volumes	in	Brazil,	growth	in	the	India	ATM	management	business,	growth	in	Australian	core	banking	revenues	and	license	revenues	from strategic	customer	relationships	in	EMEA.	The	2011	period	also	included	$47.4	million	of	favorable	foreign	currency	impact	resulting	from	a	weaker	U.S.	Dollar	during the	2011	period.

Operating	income	for	ISG	totaled	$202.2	million,	$187.6	million	and	$71.1	million	for	2012,	2011	and	2010,	respectively.	Operating	margin	was	17.1%,	15.9%	and 7.8%	for	2012,	2011	and	2010,	respectively.	The	increase	in	operating	income	in	2012,	as	compared	to	2011,	primarily	resulted	from	the	revenue	growth	noted	above, combined	with	increased	scale	and	improved	operating	efficiencies	across	a	number	of	geographies	but	primarily	in	Brazil.	Increased	operating	leverage	and	other operating	efficiencies	generated	improved	margins	in	2012.	The	2010	period	included	pre-tax	impairment	charges	of	$154.9	million	attributable	to	Banco	Santander's exit	from	the	Brazilian	Venture.	Excluding	the	impact	of	Banco	Santander's	exit,	operating	income	and	margin	would	have	been	$142.7	million	or	17.1%	for	2010.	The increases	in	operating	income	in	2011	as	compared	to	2010	primarily	resulted	from	the	revenue	growth	noted	above.	While	Capco	has	provided	revenue	growth,	the lower	margin	contribution	from	Capco	has	unfavorably	impacted	ISG's	overall	margin.

# Corporate	and	Other

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

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

# Liquidity	and	Capital	Resources

# Cash	Requirements

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

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

We	expect	to	continue	to	pay	quarterly	dividends,	which	were	increased	from	$0.05	to	$0.20	per	share	per	quarter	in	2012.	On	February	12,	2013,	the	Board	of Directors	approved	an	additional	increase	to	$0.22	per	share	per	quarter	beginning	with	the	first	quarter	of	2013.	However,	the	amount,	declaration	and	payment	of future	dividends	is	at	the	discretion	of	the	Board	of	Directors	and	depends	on,	among	other	things,	our	investment	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	$0.22	per	common	share	is payable	on	March	29,	2013	to	shareholders	of	record	as	of	the	close	of	business	on	March	15,	2013.

# Cash	Flows	from	Operations

Cash	flows	from	operations	were	$1,046.7	million,	$1,171.5	million	and	$1,071.3	million	in	2012,	2011	and	2010	respectively.	Cash	flows	from	operations decreased	$124.8	million	in	2012	and	increased	$100.2	million	in	2011.	The	2012	decrease	in	cash	flows	from	operations	is	primarily	due	to	the	payment	of	$105.4 million	of	income	taxes	related	to	the	sale	of	our	Healthcare	Business	and	fluctuations	in	the	timing	of	merchant	and	card	transaction	settlement	activity	offset	by	other changes	in	working	capital.	The	increase	in	2011	was	primarily	due	to	higher	earnings	from	operations,	the	timing	of	merchant	and	card	transaction	settlement	activity and	other	changes	in	working	capital.

# Capital	Expenditures

Our	principal	capital	expenditures	are	for	computer	software	(purchased	and	internally	developed)	and	additions	to	property	and	equipment.	We	invested approximately	$296.1	million,	$300.3	million	and	$314.0	million	in	capital	expenditures	during	2012,	2011	and	2010,	respectively.	We	expect	to	invest	approximately	5- 6%	of	2013	revenue	in	capital	expenditures.

# Financing

For	information	regarding	the	Company's	long-term	debt	and	financing	activity,	see	Note	13	in	the	Notes	to	Consolidated	Financial	Statements.

# Contractual	Obligations

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

|  |  | Less	than | 1-3 | 3-5 | More	than |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Total | 1\tYear | Years | Years | 5\tYears |
| Long-term\tdebt | $4,385.5 | \t $153.9 | \t $757.1 | \t $2,274.5 | \t $1,200.0 |
| Interest(1) | 1,137.6 | 200.4 | 372.9 | 288.8 | 275.5 |
| Operating\tleases | 226.6 | 55.0 | 96.2 | 46.4 | 29.0 |
| Data\tprocessing\tand\tmaintenance | 246.7 | 131.7 | 78.9 | 28.4 | 7.7 |
| Other\tcontractual\tobligations\t(2) | 100.7 | 18.8 | 52.0 | 10.6 | 19.3 |
| Total | $6,097.1 | \t $559.8 | \t $1,357.1 | \t $2,648.7 | \t $1,531.5 |

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

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

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

# Off-Balance	Sheet	Arrangements

FIS	does	not	have	any	off-balance	sheet	arrangements.

# Item	7A. Quantitative	and	Qualitative	Disclosure	About	Market

# Risks

# 	Market	Risk

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

# 	Interest	Rate	Risk

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

The	Notes	(as	defined	in	Note	13	to	the	Consolidated	Financial	Statements)	represent	substantially	all	of	our	fixed-rate	long-term	debt	obligations.	The	carrying value	of	the	Notes	was	$1,950.0	million	as	of	December	31,	2012.	The	fair	value	of	the	Notes	was	approximately	$2,138.2	million	as	of	December	31,	2012.	The potential	reduction	in	fair	value	of	the	Notes	from	a	hypothetical	10	percent	increase	in	market	interest	rates	would	not	be	material	to	the	overall	fair	value	of	the	debt.

Our	floating	rate	long-term	debt	obligations	principally	relate	to	borrowings	under	the	FIS	Credit	Agreement	(as	also	defined	in	Note	13	to	the	Consolidated Financial	Statements).	An	increase	of	100	basis	points	in	the	LIBOR	rate	would	increase	our	annual	debt	service	under	the	FIS	Credit	Agreement,	after	we	include	the impact	of	our	interest	rate	swaps,	by	$9.3	million	(based	on	principal	amounts	outstanding	as	of	December	31,	2012).	We	performed	the	foregoing	sensitivity	analysis based	on	the	principal	amount	of	our	floating	rate	debt	as	of	December	31,	2012,	less	the	principal	amount	of	such	debt	that	was	then	subject	to	an	interest	rate	swap converting	such	debt	into	fixed	rate	debt.	This	sensitivity	analysis	is	based	solely	on

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

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

| Effective	date | Termination	date | Notional	amount | Bank	pays<br>variable	rate	of | FIS	pays<br>	fixed	rate	of |
| :--- | :--- | :--- | :--- | :--- |
| February\t1,\t2011 | February\t1,\t2013 | \t $200.0 | \t One\tMonth\tLIBOR\t(1) | 0.62% (2) |
| May\t3,\t2011 | \t May\t1,\t2013 | 400.0 | \t One\tMonth\tLIBOR\t(1) | 0.73% (2) |
| September\t1,\t2011 | September\t1,\t2014 | 150.0 | \t One\tMonth\tLIBOR\t(1) | 0.74% (2) |
| September\t1,\t2011 | September\t1,\t2014 | 150.0 | \t One\tMonth\tLIBOR\t(1) | 0.74% (2) |
| September\t1,\t2011 | September\t1,\t2014 | 300.0 | \t One\tMonth\tLIBOR\t(1) | 0.72% (2) |
| July\t1,\t2012 | July\t1,\t2015 | 300.0 | \t One\tMonth\tLIBOR\t(1) | 0.58% (2) |
| February\t1,\t2013 | February\t3,\t2014 | 200.0 | \t One\tMonth\tLIBOR\t(1) | 0.28% (2) |
| February\t1,\t2013 | February\t3,\t2014 | 200.0 | \t One\tMonth\tLIBOR\t(1) | 0.28% (2) |
| February\t3,\t2014 | February\t1,\t2017 | 400.0 | \t One\tMonth\tLIBOR\t(1) | 0.89% (2) |

(2) Does	not	include	the	applicable	margin	and	facility	fees	paid	to	lenders	on	term	loans	and	revolving	loans	as	described above.

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

# Foreign	Currency	Risk

We	are	exposed	to	foreign	currency	risks	that	arise	from	normal	business	operations.	These	risks	include	the	translation	of	local	currency	balances	of	foreign subsidiaries,	transaction	gains	and	losses	associated	with	intercompany	loans	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	$1,180.5	million	in	revenues	during	the	year	ended	December	31,	2012,	of	which	approximately	$1,009.2	million	was	denominated	in	currencies	other than	the	U.S.	Dollar.	The	major	currencies	to	which	our	revenues	are	exposed	are	the	Brazilian	Real,	the	Euro,	the	British	Pound	Sterling	and	the	Indian	Rupee.	A	10% move	in	average	exchange	rates	for	these	currencies	(assuming	a	simultaneous	and	immediate	10%	change	in	all	of	such	rates	for	the	relevant	period)	would	have resulted	in	the	following	increase	or	(decrease)	in	our	reported	revenues	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions):

| Currency | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Real | \t $40.4 | \t $42.4 | \t $32.5 |
| Euro | 27.1 | 26.4 | 18.6 |
| Pound\tSterling | 18.5 | 17.6 | 9.0 |
| Indian\tRupee | 4.3 | 3.6 | 2.6 |
| Total\timpact | \t $90.3 | \t $90.0 | \t $62.7 |

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

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

					Our	foreign	exchange	risk	management	policy	permits	the	use	of	derivative	instruments,	such	as	forward	contracts	and	options,	to	reduce	volatility	in	our	results	of operations	and/or	cash	flows	resulting	from	foreign	exchange	rate	fluctuations.	Our	international	operations'	revenues	and	expenses	are	generally	denominated	in	local currency,	which	limits	the	economic	exposure	to	foreign	exchange	risk	in	those	jurisdictions.	We	do	not	enter	into	foreign	currency	derivative	instruments	for	trading purposes.	We	have	entered	into	foreign	currency	forward	exchange	contracts	to	hedge	foreign	currency	exposure	to	intercompany	loans.	As	of	December	31,	2012,	the notional	amount	of	these	derivatives	was	approximately	$115.6	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 | 42 |
| :--- | :--- |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm\ton\tthe\tConsolidated\tFinancial\tStatements | 43 |
| Consolidated\tBalance\tSheets\tas\tof\tDecember\t31,\t2012\tand\t2011 | 44 |
| Consolidated\tStatements\tof\tEarnings\tfor\tthe\tyears\tended\tDecember\t31,\t2012,\t2011\tand\t2010 | 45 |
| Consolidated\tStatements\tof\tComprehensive\tEarnings\tfor\tthe\tyears\tended\tDecember\t31,\t2012,\t2011\tand\t2010 | 46 |
| Consolidated\tStatements\tof\tEquity\tfor\tthe\tyears\tended\tDecember\t31,\t2012,\t2011\tand\t2010 | 47 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tyears\tended\tDecember\t31,\t2012,\t2011\tand\t2010 | 48 |
| Notes\tto\tConsolidated\tFinancial\tStatements | 49 |

# 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, 2012,	based	on	criteria	established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission (COSO).	The	Company's	management	is	responsible	for	maintaining	effective	internal	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,	2012,	based	on	criteria	established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway Commission.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	balance	sheets	of Fidelity	National	Information	Services,	Inc.	and	subsidiaries	as	of	December	31,	2012	and	2011,	and	the	related	consolidated	statements	of	earnings,	comprehensive earnings,	equity,	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	2012,	and	our	report	dated	February	26,	2013	expressed	an	unqualified opinion	on	those	consolidated	financial	statements.

February	26,	2013 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,	2012	and	2011,	and	the	related	consolidated	statements	of	earnings,	comprehensive	earnings,	equity,	and	cash	flows	for	each	of	the	years	in	the	three-year period	ended	December	31,	2012.	These	consolidated	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an opinion	on	these	consolidated	financial	statements	based	on	our	audits.

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

In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	Fidelity	National	Information Services,	Inc.	and	subsidiaries	as	of	December	31,	2012	and	2011,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	years	in	the	three-year	period ended	December	31,	2012,	in	conformity	with	U.S.	generally	accepted	accounting	principles.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	Fidelity	National	Information	Services, Inc.'s	and	subsidiaries'	internal	control	over	financial	reporting	as	of	December	31,	2012,	based	on	criteria	established	in	Internal	Control	—	Integrated	Framework issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO),	and	our	report	dated	February	26,	2013,	expressed	an	unqualified	opinion on	the	effectiveness	of	the	Company's	internal	control	over	financial	reporting.

# Consolidated	Balance	Sheets

|  |  | 2012 | 2011 |
| :--- | :--- | :--- | :--- |
|  | ASSETS |  |  |
| Current\tassets: |  |  |  |
| Cash\tand\tcash\tequivalents |  | $517.6 | $415.5 |
| Settlement\tdeposits |  | 32.6 | 43.9 |
| Trade\treceivables,\tnet |  | 925.7 | 858.5 |
| Settlement\treceivables |  | 128.3 | 78.1 |
| Other\treceivables |  | 30.2 | 30.0 |
| Due\tfrom\trelated\tparties |  | 42.0 | 56.9 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets |  | 111.9 | 117.1 |
| Deferred\tincome\ttaxes |  | 55.9 | 74.0 |
| Total\tcurrent\tassets |  | 1,844.2 | 1,674.0 |
| Property\tand\tequipment,\tnet |  | 419.5 | 414.5 |
| Goodwill |  | 8,381.5 | 8,542.8 |
| Intangible\tassets,\tnet |  | 1,576.2 | 1,903.3 |
| Computer\tsoftware,\tnet |  | 847.0 | 881.5 |
| Deferred\tcontract\tcosts |  | 211.2 | 232.7 |
| Other\tnoncurrent\tassets |  | 270.1 | 224.4 |
| Total\tassets |  | $13,549.7 | $13,873.2 |
|  | LIABILITIES\tAND\tEQUITY |  |  |
| Current\tliabilities: |  |  |  |
| Accounts\tpayable\tand\taccrued\tliabilities |  | $624.6 | $642.9 |
| Due\tto\tBrazilian\tventure\tpartner |  | 18.8 | 36.5 |
| Settlement\tpayables |  | 172.2 | 141.2 |
| Current\tportion\tof\tlong-term\tdebt |  | 153.9 | 259.2 |
| Deferred\trevenues |  | 287.3 | 276.5 |
| Total\tcurrent\tliabilities |  | 1,256.8 | 1,356.3 |
| Deferred\trevenues |  | 42.2 | 55.9 |
| Deferred\tincome\ttaxes |  | 821.8 | 884.1 |
| Long-term\tdebt,\texcluding\tcurrent\tportion |  | 4,231.6 | 4,550.6 |
| Due\tto\tBrazilian\tventure\tpartner |  | 40.5 | 50.6 |
| Other\tlong-term\tliabilities |  | 363.2 | 324.5 |
| Total\tliabilities |  | 6,756.1 | 7,222.0 |
| Equity: |  |  |  |
| FIS\tstockholders'\tequity: |  |  |  |
|  |  | — | — |
| December\t31,\t2012\tand\t2011,\trespectively |  | 3.8 | 3.8 |
| Additional\tpaid\tin\tcapital |  | 7,197.0 | 7,224.7 |
| Retained\tearnings |  | 2,105.8 | 1,880.4 |
| Accumulated\tother\tcomprehensive\tearnings |  | 30.0 | 36.3 |
|  |  | (2,695.7) | (2,642.2) |
| Total\tFIS\tstockholders'\tequity |  | 6,640.9 | 6,503.0 |
| Noncontrolling\tinterest |  | 152.7 | 148.2 |
| Total\tequity |  | 6,793.6 | 6,651.2 |
| Total\tliabilities\tand\tequity |  | $13,549.7 | $13,873.2 |

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

# Consolidated	Statements	of	Earnings

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues\t(for\trelated\tparty\tactivity,\tsee\tnote\t4) | $5,807.6 | \t $5,625.6 | \t $5,145.6 |
| Cost\tof\trevenues\t(for\trelated\tparty\tactivity,\tsee\tnote\t4) | 3,946.9 | 3,919.1 | 3,553.7 |
| Gross\tprofit | 1,860.7 | 1,706.5 | 1,591.9 |
| Selling,\tgeneral,\tand\tadministrative\texpenses\t(for\trelated\tparty\tactivity,\tsee\tnote |  |  |  |
| 4) | 781.5 | 647.9 | 654.0 |
| Impairment\tcharges | — | 9.1 | 154.9 |
| Operating\tincome | 1,079.2 | 1,049.5 | 783.0 |
| Other\tincome\t(expense): |  |  |  |
| Interest\tincome | 8.6 | 6.0 | 6.4 |
| Interest\texpense | (231.3) | (264.8) | (179.8) |
| Other\tincome\t(expense),\tnet | (25.3) | (63.7) | (11.5) |
| Total\tother\tincome\t(expense) | (248.0) | (322.5) | (184.9) |
| Earnings\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 831.2 | 727.0 | 598.1 |
| Provision\tfor\tincome\ttaxes | 270.9 | 232.4 | 208.4 |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | 560.3 | 494.6 | 389.7 |
| Loss\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (79.2) | (13.5) | (31.8) |
| Net\tearnings | 481.1 | 481.1 | 357.9 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | (19.9) | (11.5) | 46.6 |
| Net\tearnings\tattributable\tto\tFIS\tcommon\tstockholders | $461.2 | \t $469.6 | \t $404.5 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\ncommon\tstockholders | $1.85 | \t $1.61 | \t $1.26 |
| Net\tloss\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\ncommon\tstockholders | (0.27) | (0.04) | (0.09) |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders\t* | $1.58 | \t $1.56 | \t $1.17 |
| Weighted\taverage\tshares\toutstanding\t—\tbasic | 291.8 | 300.6 | 345.1 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\ncommon\tstockholders | $1.82 | \t $1.57 | \t $1.24 |
| Net\tloss\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\ncommon\tstockholders | (0.27) | (0.04) | (0.09) |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders\t* | $1.55 | \t $1.53 | \t $1.15 |
| Weighted\taverage\tshares\toutstanding\t—\tdiluted | 297.5 | 307.0 | 352.0 |
| Amounts\tattributable\tto\tFIS\tcommon\tstockholders: |  |  |  |
| Earnings\tfrom\tcontinuing\toperations,\tnet\tof\ttax | $540.4 | \t $483.1 | \t $436.3 |
| Loss\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (79.2) | (13.5) | (31.8) |
| Net\tearnings\tattributable\tto\tFIS\tcommon\tstockholders | $461.2 | \t $469.6 | \t $404.5 |

*	Amounts	may	not	sum	due	to	rounding.

# Consolidated	Statements	of	Comprehensive	Earnings

# (In	millions,	except	per	share	data)

|  |  | 2012 | 2011 |  | 2010 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Net\tearnings |  | $481.1 |  | $481.1 |  | $357.9 |
| Other\tcomprehensive\tearnings,\tbefore\ttax: |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tinvestments\tand\tderivatives | $5.1 |  | $(32.5) |  | $(13.0) |  |
| Reclassification\tadjustment\tfor\tgains\t(losses)\tincluded\tin\tnet\tearnings | (3.5) |  | 30.9 |  | 17.4 |  |
| Unrealized\tgain\t(loss)\ton\tinvestments\tand\tderivatives,\tnet | 1.6 |  | (1.6) |  | 4.4 |  |
| Foreign\tcurrency\ttranslation\tadjustments | (15.2) |  | (65.6) |  | 10.7 |  |
| Minimum\tpension\tliability\tadjustments | (5.1) |  | (0.6) |  | 0.2 |  |
| Other\tcomprehensive\tearnings\t(loss),\tbefore\ttax | (18.7) |  | (67.8) |  | 15.3 |  |
| Provision\tfor\tincome\ttax\texpense\t(benefit)\trelated\tto\titems\tof\tother\ncomprehensive\tearnings | (1.7) |  | (2.8) |  | 5.1 |  |
| Other\tcomprehensive\tearnings\t(loss),\tnet\tof\ttax | $(17.0) | (17.0) | $(65.0) | (65.0) | $10.2 | 10.2 |
| Comprehensive\tearnings |  | 464.1 |  | 416.1 |  | 368.1 |
| Comprehensive\t(earnings)\tlosses\tattributable\tto\tnoncontrolling\tinterest |  | (9.2) |  | 1.9 |  | 42.1 |
| Comprehensive\tearnings\tattributable\tto\tFIS |  | $454.9 |  | $418.0 |  | $410.2 |

# Consolidated	Statements	of	Equity

|  | Number	of	shares |  |  | Additional |  | other |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Common | Treasury | Common | paid\tin | Retained | comprehensive | Treasury | Noncontrolling | Total |
|  | shares | shares | stock | capital | earnings | earnings | stock | interest | equity |
| 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\trights | — | 13.6 | — | (228.1) | — | — | 442.9 | — | 214.8 |
| Treasury\tshares\theld\tfor\ttaxes\tdue\tupon\texercise\tof\tstock\noptions | — | (0.2) | — | — | — | — | (5.8) | — | (5.8) |
| Excess\tincome\ttax\tbenefit\tfrom\texercise\tof\tstock\toptions | — | — | — | 22.3 | — | — | — | — | 22.3 |
| Stock-based\tcompensation | — | — | — | 58.7 | — | — | — | — | 58.7 |
| Cash\tdividends\tdeclared\t($0.20\tper\tshare)\tand\tother\ndistributions | — | — | — | — | (67.9) | — | — | (8.1) | (76.0) |
| Purchases\tof\ttreasury\tstock | — | (87.6) | — | — | — | — | (2,539.7) | — | (2,539.7) |
| Other | — | — | — | 1.7 | — | — | — | (1.1) | 0.6 |
| Net\tearnings | — | — | — | — | 404.5 | — | — | (46.6) | 357.9 |
| Other\tcomprehensive\tearnings,\tnet\tof\ttax | — | — | — | — | — | 5.7 | — | 4.5 | 10.2 |
| 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 |
| Issuance\tof\trestricted\tstock | 1.9 | — | — | — | — | — | — | — | — |
| Exercise\tof\tstock\toptions\tand\tstock\tpurchase\trights | — | 4.5 | — | (47.2) | — | — | 129.8 | — | 82.6 |
| Treasury\tshares\theld\tfor\ttaxes\tdue\tupon\texercise\tof\tstock\noptions | — | (0.4) | — | — | — | — | (13.4) | — | (13.4) |
| Excess\tincome\ttax\tbenefit\tfrom\texercise\tof\tstock\toptions | — | — | — | 7.5 | — | — | — | — | 7.5 |
| Stock-based\tcompensation | — | — | — | 64.7 | — | — | — | — | 64.7 |
| Cash\tdividends\tdeclared\t($0.20\tper\tshare)\tand\tother\ndistributions | — | — | — | — | (60.4) | — | — | (3.6) | (64.0) |
| Purchases\tof\ttreasury\tstock | — | (15.0) | — | — | — | — | (399.2) | — | (399.2) |
| Other | — | — | — | — | — | — | — | (4.7) | (4.7) |
| Net\tearnings | — | — | — | — | 469.6 | — | — | 11.5 | 481.1 |
| Other\tcomprehensive\tearnings,\tnet\tof\ttax | — | — | — | — | — | (51.6) | — | (13.4) | (65.0) |
| Balances,\tDecember\t31,\t2011 | 384.6 | (91.7) | $3.8 | $7,224.7 | $1,880.4 | $36.3 | $(2,642.2) | $148.2 | $6,651.2 |
| Issuance\tof\trestricted\tstock | 1.3 | — | — | — | — | — | — | — | — |
| Exercise\tof\tstock\toptions\tand\tstock\tpurchase\tright | — | 16.2 | — | (142.1) | — | — | 475.7 | — | 333.6 |
| Treasury\tshares\theld\tfor\ttaxes\tdue\tupon\texercise\tof\tstock\noptions | — | (2.3) | — | — | — | — | (77.8) | — | (77.8) |
| Excess\tincome\ttax\tbenefit\tfrom\texercise\tof\tstock\toptions | — | — | — | 30.6 | — | — | — | — | 30.6 |
| Stock-based\tcompensation | — | — | — | 83.8 | — | — | — | — | 83.8 |
| Cash\tdividends\tpaid\t($0.80\tper\tshare)\tand\tother\tdistributions | — | — | — | — | (235.8) | — | — | (4.7) | (240.5) |
| Purchases\tof\ttreasury\tstock | — | (14.0) | — | — | — | — | (451.4) | — | (451.4) |
| Net\tearnings | — | — | — | — | 461.2 | — | — | 19.9 | 481.1 |
| Other\tcomprehensive\tearnings,\tnet\tof\ttax | — | — | — | — | — | (6.3) | — | (10.7) | (17.0) |
| Balances,\tDecember\t31,\t2012 | 385.9 | (91.8) | $3.8 | $7,197.0 | $2,105.8 | $30.0 | $(2,695.7) | $152.7 | $6,793.6 |

# Consolidated	Statements	of	Cash	Flows

# (In	millions)

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Cash\tflows\tfrom\toperating\tactivities: |  |  |  |
| Net\tearnings | $481.1 | $481.1 | $357.9 |
| Adjustment\tto\treconcile\tnet\tearnings\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation\tand\tamortization | 632.8 | 637.2 | 619.5 |
| Amortization\tof\tdebt\tissue\tcosts | 29.4 | 38.2 | 13.7 |
| Asset\timpairment\tcharges | — | 43.1 | 197.3 |
| Gain\ton\tsale\tof\tassets | (23.5) | — | — |
| Gain\ton\tnote\tforegiveness | — | — | (19.4) |
| Stock-based\tcompensation | 83.8 | 64.7 | 58.7 |
| Deferred\tincome\ttaxes | (40.9) | 1.2 | (55.7) |
| Excess\tincome\ttax\tbenefit\tfrom\texercise\tof\tstock\toptions | (30.6) | (7.5) | (22.3) |
| Other\toperating\tactivities,\tnet | — | 3.8 | (1.7) |
| Net\tchanges\tin\tassets\tand\tliabilities,\tnet\tof\teffects\tfrom\tacquisitions\tand\tforeign\tcurrency: |  |  |  |
| Trade\treceivables | (68.0) | (31.0) | (21.3) |
| Settlement\tactivity | (16.8) | 71.9 | (61.8) |
| Prepaid\texpenses\tand\tother\tassets | (9.0) | 0.3 | 8.6 |
| Deferred\tcontract\tcosts | (60.0) | (64.1) | (56.9) |
| Deferred\trevenue | (11.1) | (25.5) | (25.3) |
| Accounts\tpayable,\taccrued\tliabilities,\tand\tother\tliabilities | 79.5 | (41.9) | 80.0 |
| Net\tcash\tprovided\tby\toperating\tactivities | 1,046.7 | 1,171.5 | 1,071.3 |
| Cash\tflows\tfrom\tinvesting\tactivities: |  |  |  |
| Additions\tto\tproperty\tand\tequipment | (123.7) | (123.9) | (132.8) |
| Additions\tto\tcomputer\tsoftware | (172.4) | (176.4) | (181.2) |
| Net\tproceeds\tfrom\tsale\tof\tassets | 339.5 | — | 71.5 |
| Acquisitions,\tnet\tof\tcash\tacquired | (63.6) | (20.2) | (403.2) |
| Other\tinvesting\tactivities,\tnet | (3.0) | 21.3 | 1.5 |
| Net\tcash\tused\tin\tinvesting\tactivities | (23.2) | (299.2) | (644.2) |
| Cash\tflows\tfrom\tfinancing\tactivities: |  |  |  |
| Borrowings | 11,160.3 | 9,547.3 | 11,015.5 |
| Repayment\tof\tborrowings\tand\tcapital\tlease\tobligations | (11,587.4) | (9,961.2) | (9,082.6) |
| Debt\tissuance\tcosts | (48.3) | (20.1) | (70.8) |
| Excess\tincome\ttax\tbenefit\tfrom\texercise\tof\tstock\toptions | 30.6 | 7.5 | 22.3 |
| Proceeds\tfrom\texercise\tof\tstock\toptions | 276.6 | 69.2 | 209.0 |
| Treasury\tstock\tactivity | (511.3) | (364.2) | (2,539.7) |
| Dividends\tpaid | (234.8) | (60.4) | (67.9) |
| Other\tfinancing\tactivities,\tnet | (6.5) | (2.8) | (4.8) |
| Net\tcash\tused\tin\tfinancing\tactivities | (920.8) | (784.7) | (519.0) |
| Effect\tof\tforeign\tcurrency\texchange\trate\tchanges\ton\tcash | (0.6) | (10.1) | (1.0) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 102.1 | 77.5 | (92.9) |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tyear | 415.5 | 338.0 | 430.9 |
| Cash\tand\tcash\tequivalents,\tend\tof\tyear | $517.6 | $415.5 | $338.0 |
| Supplemental\tcash\tflow\tinformation: |  |  |  |
| Cash\tpaid\tfor\tinterest | $200.1 | $264.2 | $131.1 |
| Cash\tpaid\tfor\tincome\ttaxes | $316.3 | $205.0 | $235.5 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# (1)				Basis	of	Presentation

FIS	is	a	leading	global	provider	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.

We	report	the	results	of	our	operations	in	four	reporting	segments:	1)	Financial	Solutions	Group	("FSG"),	2)	Payment	Solutions	Group	("PSG"),	3)	International Solutions	Group	("ISG")	and	4)	Corporate	and	Other	(Note	19).

# (2) Summary	of	Significant	Accounting	Policies

The	following	describes	the	significant	accounting	policies	of	the	Company	used	in	preparing	the	accompanying	Consolidated	Financial	Statements.

# (a) Principles	of	Consolidation

The	Consolidated	Financial	Statements	include	the	accounts	of	FIS,	its	wholly-owned	subsidiaries	and	subsidiaries	that	are	majority-owned.	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	automated	teller	machines	("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.	As	of	December	31,	2012,	we	had	cash	and	cash	equivalents	of	$517.6	million	of	which	approximately	$282.1	million	is	held by	our	foreign	entities.	The	majority	of	our	domestic	cash	and	cash	equivalents	are	not	available	for	general	corporate	purposes	due	to	the	timing	of	settlement	activity.

# (c) Fair	Value	Measurements

# Fair	Value	of	Financial	Instruments

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	$197.1	million	and	$88.6	million	higher	than	the	carrying	value as	of	December	31,	2012	and	2011,	respectively.	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.

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	-	(Continued)

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.

# 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,	computer software	and	investments.	No	fair	value	measurement	impairments	were	recognized	in	2012.	Following	is	a	summary	of	the	fair	value	measurement	impairments recognized	in	2011	and	2010	for	assets	measured	at	fair	value	(in	millions):

|  |  | 2011	Impairments	Resulting	from	Fair	Value	Measurement | 2011	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\tTechniques\nIncorporating\nInformation\tOther\nThan\tObservable\nMarket\tData\n(Level\t3) | Total\tImpairment |
| Asset\tCategory: |  |  |  |  |
| Intangible\tassets,\tnet\t(Note\t9) | $— | $— | $9.1 | $9.1 |
| Other\tnoncurrent\tassets\t(1) | 34.0 | — | — | 34.0 |
| Total | $34.0 | $— | $9.1 | $43.1 |

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

|  | 2010	Impairments	Resulting	from	Fair	Value	Measurement | 2010	Impairments	Resulting	from	Fair	Value	Measurement | 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 |
| Asset\timpairment\tclassified\tas\tdiscontinued\toperations\t(2) | $— | $— | $25.0 | 25.0 |
| Total | $17.4 | $— | $179.9 | $197.3 |

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

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

Contingent	consideration	liabilities	recorded	in	connection	with	business	acquisitions	must	also	be	adjusted	for	changes	in	fair	value	until	settled.	See	Note	5	for discussion	of	the	Capital	Markets	Company	NV	("Capco")	contingent	consideration	liability,	which	was	reduced	by	$22.3	million	in	2011	based	on	forecasts	of achievement	of	targeted	operating	performance	(Level	3	measurement).	There	were	no	similar	adjustments	recorded	in	2012.

# (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	2012,	2011	and	2010,	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	2012	earnings	due	to hedge	ineffectiveness.	It	is	our	policy	to	execute	such	instruments	with	credit-worthy	banks	and	not	to	enter	into	derivative	financial	instruments	for	speculative purposes.	As	of	December	31,	2012,	we	believe	that	our	interest	rate	swap	counterparties	will	be	able	to	fulfill	their	obligations	under	our	agreements.

The	Company's	foreign	exchange	risk	management	policy	permits	the	use	of	derivative	instruments,	such	as	forward	contracts	and	options,	to	reduce	volatility	in	the Company's	results	of	operations	and/or	cash	flows	resulting	from	foreign	exchange	rate	fluctuations.	During	2012	and	2011,	the	Company	entered	into	foreign	currency forward	exchange	contracts	to	hedge	foreign	currency	exposure	to	intercompany	loans.	As	of	December	31,	2012	and	2011,	the	notional	amount	of	these	derivatives	was approximately	$115.6	million	and	$59.4	million,	respectively,	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,	as	of	December	31,	2012	and	2011	is	as	follows	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Trade\treceivables\t—\tbilled | $819.5 | $760.8 |
| Trade\treceivables\t—\tunbilled | 126.1 | 130.8 |
| Total\ttrade\treceivables | 945.6 | 891.6 |
| Allowance\tfor\tdoubtful\taccounts | (19.9) | (33.1) |
| Total\ttrade\treceivables,\tnet | $925.7 | $858.5 |

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,	for	2012,	2011	and	2010	is	as	follows	(in	millions):

| Allowance	for	doubtful	accounts	as	of	December	31,	2009 | $(41.8) |
| :--- | :--- |
| Bad\tdebt\texpense | (16.5) |
| Write-offs | 25.2 |
| Allowance\tfor\tdoubtful\taccounts\tas\tof\tDecember\t31,\t2010 | (33.1) |
| Bad\tdebt\texpense | (6.5) |
| Write-offs | 6.5 |
| Allowance\tfor\tdoubtful\taccounts\tas\tof\tDecember\t31,\t2011 | (33.1) |
| Bad\tdebt\texpense | (5.4) |
| Write-offs | 18.6 |
| Allowance\tfor\tdoubtful\taccounts\tas\tof\tDecember\t31,\t2012 | $(19.9) |

The	decrease	in	the	allowance	for	doubtful	accounts	as	of	December	31,	2012	as	compared	to	prior	years	is	attributable	to	resolution	of	a	number	of	specifically reserved	accounts,	as	well	as	enhanced	collection	management.

Settlement	Deposits,	Receivables,	and	Payables.		The	Company	records	settlement	receivables	and	payables	that	result	from	timing	differences	in	the	Company's settlement	processes	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) 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	goodwill	and	other	intangible	assets	with	indefinite	useful	lives	should	not	be	amortized,	but	shall	be	tested	for impairment	annually,	or	more	frequently	if	circumstances	indicate	potential	impairment.	In	2011,	the	FASB	issued	Accounting	Standards	Update	No.	2011-08	("ASU 2011-08"),	Testing	Goodwill	for	Impairment.	The	revised	standard	allows	an	entity	first	to	assess	qualitatively	whether	it	is	more	likely	than	not	that	a	reporting	unit's carrying	amount	exceeds	its	fair	value,	referred	to	in	the	guidance	as	"step	zero."	If	an	entity	concludes	that	it	is	more	likely	than	not	that	a	reporting	unit's	fair	value	is less	than	its	carrying	amount	(that	is,	a	likelihood	of	more	than	50	percent),	the	"step	one"	quantitative	assessment	must	be	performed	for	that	reporting	unit.	ASU	2011- 08	provided	examples	of	events	and	circumstances	that	should	be	considered	in	performing	the	"step	zero"	qualitative	assessment,	including	macroeconomic	conditions, industry	and	market	considerations,	cost	factors,	overall	financial	performance,	events	affecting	a	reporting	unit	or	the	entity	as	a	whole	and	a	sustained	decrease	in	share price.

The	Company	assesses	goodwill	for	impairment	on	an	annual	basis	during	the	fourth	quarter	using	a	September	30th	measurement	date	unless	circumstances	require a	more	frequent	measurement.	For	2012,	primarily	for	the	purpose	of	refreshing	our	valuation	assumptions,	we	elected	to	proceed	directly	to	the	step	one	quantitative analysis	rather	than	perform	the	step	zero	qualitative	assessment.	In	applying	the	quantitative	analysis,	we	determine	the	fair	value	of	our	reporting	units

based	on	a	weighted	average	of	multiple	valuation	techniques,	principally	a	combination	of	an	income	approach	and	a	market	approach.	The	income	approach	calculates a	value	based	upon	the	present	value	of	estimated	future	cash	flows,	while	the	market	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. Based	upon	the	current	year	results	of	this	test,	there	are	no	indications	of	impairment	for	any	of	our	reporting	units.

# (g) 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.

# (h) Intangible	Assets

The	Company	has	intangible	assets	which	consist	primarily	of	customer	relationships	and	trademarks	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	that	takes	into consideration	expected	customer	attrition	rates	up	to	a	10-year	period.	Intangible	assets	with	estimated	useful	lives	(principally	customer	relationships	and	certain trademarks)	are	reviewed	for	impairment	in	accordance	with	FASB	ASC	Section	360-10-35,	Impairment	or	Disposal	of	Long-Lived	Assets,	while	certain	trademarks determined	to	have	indefinite	lives	are	reviewed	for	impairment	at	least	annually	in	accordance	with	FASB	ASC	Topic	350.	FASB	Accounting	Standards	Update	No. 2012-02	("ASU	2012-02")	modified	the	former	requirement	to	perform	an	annual	quantitative	impairment	test	for	indefinite-lived	intangible	assets.	Similar	to	the	ASU 2011-08	guidance	for	goodwill,	it	allows	an	organization	to	first	perform	a	qualitative	assessment	of	whether	it	is	more	likely	than	not	that	an	asset	has	been	impaired. We	did	not	elect	to	early	adopt	the	provisions	of	ASU	2012-02,	and	instead	proceeded	directly	with	a	quantitative	analysis,	utilizing	a	form	of	income	approach valuation	known	as	the	relief-from-royalty	method.	Our	tests	did	not	result	in	the	impairment	of	any	of	our	intangible	assets	for	2012,	while	the	same	tests	performed	in 2011	did	result	in	a	pre-tax	impairment	charge	of	$9.1	million	related	to	the	Capco	trademark	in	North	America	(Note	9).

# (i) Computer	Software

Computer	software	includes	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	10	years.

# (j) 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,	including	sales	commissions,	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.

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.

# (k) 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:	30	years	for	buildings	and	three	to	seven	years	for	furniture,	fixtures	and	computer equipment.	Leasehold	improvements	are	amortized	using	the	straight-line	method	over	the	lesser	of	the	initial	term	of	the	applicable	lease	or	the	estimated	useful	lives	of such	assets.

# (l) 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.

# (m) 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.	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	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.	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	ASU	2009-13,	Multiple-Deliverable	Revenue	Arrangements.	This	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,	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)	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	for	the	year	ended December	31,	2010	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.	ASU	2009-13	did	not	have	a	material	impact	on	revenue	recognition	due	to	the	existence	of	VSOE	for	most	of	the	Company's solutions.

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	infrequent	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	rarely	use	this	measure	since	we	are	generally	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	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.

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.

# Processing	Services	Revenues

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.	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	VSOE	of	fair	value	has	been	established	for	any	undelivered	elements	in	the	arrangement. 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.	If	and	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.

# (n) 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.

# (o) 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.

# (p) 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	Consolidated	Statements	of	Comprehensive	Earnings	and	are	excluded from	net	earnings.	The	cumulative	translation	adjustment	balance	was	$38.6	million	and	$43.4	million	as	of	December	31,	2012	and	2011,	respectively.

Realized	gains	or	losses	resulting	from	other	foreign	currency	transactions	are	included	in	other	income.

# (q) 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.

# (r) Provision	for	Check	Guarantee	Losses

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	provisions	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	$15.7	million	and	$17.8	million	as	of	December	31,	2012	and	2011,	respectively,	related	to	these estimations.	The	Company	had	accrued	claims	recoverable	of	$19.5	million	and	$20.9	million	as	of	December	31,	2012	and	2011,	respectively,	related	to	these estimations.	In	addition,	the	Company	recorded	provisions	for	check	guarantee	losses,	net	of	anticipated	recoveries	excluding	service	fees,	of	$54.7	million,	$68.0 million	and	$69.4	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.	The	amount	paid	to	merchant	customers,	net	of	amounts	recovered	from check	writers	excluding	service	fees,	was	$53.0	million,	$61.0	million	and	$64.0	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

# (s) Net	Earnings	per	Share

The	basic	weighted	average	shares	and	common	stock	equivalents	for	the	years	ended	December	31,	2012,	2011	and	2010	are	computed	using	the	treasury	stock method.

Net	earnings	and	earnings	per	share	for	the	years	ended	December	31,	2012,	2011	and	2010	are	as	follows	(in	millions,	except	per	share	data):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Earnings\tfrom\tcontinuing\toperations\tattributable\tto\tFIS,\tnet\tof\ttax | $540.4 | \t $483.1 | \t $436.3 |
| Loss\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS,\tnet\tof\ttax | (79.2) | (13.5) | (31.8) |
| Net\tearnings\tattributable\tto\tFIS\tcommon\tstockholders | $461.2 | \t $469.6 | \t $404.5 |
| Weighted\taverage\tshares\toutstanding\t—\tbasic | 291.8 | 300.6 | 345.1 |
| Plus:\tCommon\tstock\tequivalent\tshares | 5.7 | 6.4 | 6.9 |
| Weighted\taverage\tshares\toutstanding\t—\tdiluted | 297.5 | 307.0 | 352.0 |
| Net\tearnings\tper\tshare\t—\tbasic\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.85 | \t $1.61 | \t $1.26 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\nstockholders | (0.27) | (0.04) | (0.09) |
| Net\tearnings\tper\tshare\t—\tbasic\tattributable\tto\tFIS\tcommon\tstockholders\t* | $1.58 | \t $1.56 | \t $1.17 |
| Net\tearnings\tper\tshare\t—\tdiluted\tfrom\tcontinuing\toperations\tattributable\tto\tFIS\tcommon\tstockholders | $1.82 | \t $1.57 | \t $1.24 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted\tfrom\tdiscontinued\toperations\tattributable\tto\tFIS\tcommon\nstockholders | (0.27) | (0.04) | (0.09) |
| Net\tearnings\tper\tshare\t—\tdiluted\tattributable\tto\tFIS\tcommon\tstockholders\t* | $1.55 | \t $1.53 | \t $1.15 |

Options	to	purchase	approximately	2.1	million,	7.9	million	and	5.6	million	shares	of	our	common	stock	for	the	years	ended	December	31,	2012,	2011	and	2010, respectively,	were	not	included	in	the	computation	of	diluted	earnings	per	share	because	they	were	anti-dilutive.

# (t) Certain	Reclassifications

Certain	reclassifications	have	been	made	in	the	2011	and	2010	Consolidated	Financial	Statements	to	conform	to	the	classifications	used	in	2012.

# (3)					Discontinued	Operations

Certain	operations	are	reported	as	discontinued	in	the	Consolidated	Statements	of	Earnings	for	the	years	ended	December	31,	2012,	2011	and	2010.

# 	Healthcare	Benefit	Solutions	Business

On	June	25,	2012,	we	entered	into	a	definitive	agreement	to	sell	our	Healthcare	Benefit	Solutions	Business	("Healthcare	Business")	because	its	operations	did	not align	with	our	strategic	plans.	The	all-cash	transaction	closed	on	August	15,	2012	and	we	received	cash	proceeds	of	$332.2	million.	We	recorded	a	pre-tax	gain	of	$22.0 million	and	tax	expense	on	the	sale	of	$78.3	million,	which	resulted	from	the	allocation	of	goodwill	with	minimal	tax	basis.

The	results	of	operations	of	the	Healthcare	Business,	which	were	previously	included	in	the	PSG	segment,	have	been	classified	as	discontinued	operations	for	all periods	presented.	The	Healthcare	Business	had	revenues	of	$80.5	million,	$120.1	million	and	$123.9	million	during	the	years	ended	December	31,	2012,	2011	and 2010,	respectively.	In	connection	with	our	2012	sale	of	the	Healthcare	Business,	the	Company	entered	into	an	agreement	to	provide	certain	commercial	and	transitional services	to	the	buyer	and	expects	to	continue	to	generate	insignificant	cash	flows	for	the	provision	of	these	services	subsequent	to	the	disposition.	The	following	table illustrates	the	results	of	operations	for	the	years	ended	December	31,	2012,	2011	and	2010	for	the	Healthcare	Business	(in	millions).

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Pre-tax\tincome\tfrom\toperations | $13.8 | $17.3 | $18.2 |
| Pre-tax\tgain\ton\tsale | 22.0 | — | — |
| Earnings\tbefore\ttax | 35.8 | 17.3 | 18.2 |
| Tax\texpense | 83.6 | 6.6 | 6.9 |
| Healthcare\tBenefit\tSolutions\tBusiness\tincluded\tin\tdiscontinued\toperations | $(47.8) | $10.7 | $11.3 |

# Brazil	Item	Processing	and	Remittance	Services	Operations

During	the	third	quarter	of	2010,	the	Company	decided	to	pursue	strategic	alternatives	for	Fidelity	National	Participacoes	Ltda.	("Participacoes").	Participacoes	had no	revenue	for	the	year	ended	December	31,	2012	and	revenues	of	$11.7	million	and	$61.5	million	during	the	years	ended	December	31,	2011	and	2010,	respectively. Participacoes	had	losses	before	taxes	of	$47.5	million,	$36.6	million	and	$63.5	million	during	the	years	ended	December	31,	2012,	2011	and	2010,	respectively. Participacoes'	processing	volume	was	transitioned	to	other	vendors	or	back	to	its	customers	during	the	second	quarter	of	2011.	As	a	result	of	the	dismissal	of	employees related	to	the	shut-down	activities	completed	in	2011,	the	years	ended	December	31,	2012	and	2011	included	charges	of	$39.1	million	and	$34.6	million,	respectively,	to settle	or	increase	our	provision	for	potential	labor	claims.	The	shut-down	activities	involved	the	transfer	and	termination	of	approximately	2,600	employees.	As	of December	31,	2012,	there	are	approximately	1,550	active	labor	claims.	Former	employees	have	up	to	two	years	from	the	date	of	termination	to	file	labor	claims,	or	April 2013.	Consequently,	we	have	continued	exposure	to	such	claims	and	adverse	claim	development,	which	were	not	transferred	with	other	assets	and	liabilities	in	the disposal.	Our	accrued	liability,	net	of	$14.5	million	in	court	ordered	deposits,	for	active	and	unasserted	labor	claims	considered	probable	of	assertion	is	$41.4	million	as of	December	31,	2012.	Any	changes	in	the	estimated	liability	related	to	these	labor	claims	will	be	recorded	as	discontinued	operations.

We	are	a	participant	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,	2012,	2011	and	2010	is	as	follows	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Banco\tBradesco\tBrazilian\tVenture\trevenue | $287.6 | $298.9 | $171.7 |
| Banco\tSantander\tBrazilian\tVenture\trevenue\t(includes\ttermination\tfee,\tsee\tNote\t6) | — | — | 107.3 |
| Banco\tBradesco\titem\tprocessing\trevenue | — | 1.3 | 16.9 |
| Banco\tSantander\titem\tprocessing\trevenue | — | — | 28.2 |
| FNF\tdata\tprocessing\tservices\trevenue\t(1) | 30.2 | 43.6 | 51.1 |
| Ceridian\tdata\tprocessing\tand\tservices\trevenue\t(1) | 74.0 | 57.9 | 25.3 |
| Sedgwick\tdata\tprocessing\tservices\trevenue | — | — | 14.8 |
| LPS\tservices\trevenue\t(2) | — | — | 0.1 |
| Total\trelated\tparty\trevenues | $391.8 | $401.7 | $415.4 |

A	detail	of	related	party	items	included	in	selling,	general	and	administrative	expenses	(net	of	expense	reimbursements)	for	the	years	ended	December	31,	2012,	2011 and	2010	is	as	follows	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Administrative\tcorporate\tsupport\tand\tother\tservices\twith\tFNF\t(1)\tand\tLPS\t(2) | $3.4 | \t $4.4 | \t $4.8 |
| Employee\tbenefits\tservices\twith\tCeridian\t(1) | 0.6 | 0.3 | 0.2 |
| Total\trelated\tparty\texpenses | $4.0 | \t $4.7 | \t $5.0 |

# Brazilian	Venture

See	Note	6	for	a	discussion	of	the	Brazilian	outsourced	card-processing	venture	(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	through	that	date.

FIS	had	shared	a	number	of	directors	and	influential	executives	with	Fidelity	National	Financial,	Inc.	("FNF"),	our	former	parent,	subsequent	to	becoming	an independent	company.	As	a	result,	FNF	qualified	as	a	related	party	from	an	accounting	perspective.	As	previously	reported,	William	P.	Foley	II,	who	serves	as Chairman	of	the	Board	of	Directors	of	FNF,	transitioned	from	Executive	Chairman	to	Chairman	of	the	Board	of	FIS	in	February	2011,	and	then	to	Vice	Chairman	in March	2012.	Certain	other	key	executives	shared	between	the	two	companies	ended	their	employment	with	FIS	during	2012.	As	a	result,	FNF's	level	of	influence	over the	management	or	operating	policies	of	FIS	was	diminished	below	the	level	required	to	meet	the	definition	of	a	related	party	as	of	September	30,	2012.	All	transactions with	FNF	are,	therefore,	included	in	the	related	party	disclosures	through	that	date.

We	provide	data	processing	services	to	FNF,	consisting	primarily	of	infrastructure	support	and	data	center	management.	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).	We	also	incurred	expenses	for	amounts	paid	by	us	to	FNF	under	cost-sharing	agreements	to	use	certain	corporate	aircraft	and	lease	certain real	estate.

# Ceridian

We	provide	data	processing	services	to	Ceridian	Corporation	("Ceridian"),	and	Ceridian	provides	us	with	outsourced	employee	benefits	services.	FNF	holds	an approximate	33%	equity	interest	in	Ceridian;	therefore,	transactions	with	Ceridian	are	included	as	related	party	activity	through	September	30,	2012,	consistent	with	the inclusion	of	FNF	as	addressed	above.

# 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	that	date.

On	July	2,	2008,	we	completed	the	spin-off	of	Lender	Processing	Services,	Inc.,	a	former	wholly-owned	subsidiary	("LPS").	We	continued	to	provide	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.

# (5) Acquisitions

The	results	of	operations	and	financial	position	of	the	entities	acquired	during	the	years	ended	December	31,	2012,	2011	and	2010,	are	included	in	the	Consolidated Financial	Statements	from	and	after	the	date	of	acquisition.	The	Company	completed	a	number	of	acquisitions	in	2012,	2011	and	2010	that	were	not	significant, individually	or	in	the	aggregate,	including	ProNet	Solutions,	Inc.	("ProNet")	for	$22.3	million	in	October	2012,	Integrated	Compliance	Solutions	LLC	("ICS")	for	$20.2 million	(including	$6.4	million	in	contingent	consideration)	in	April	2012,	Memento	Inc.	("Memento")	for	$24.9	million	in	April	2012,	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	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	forecasts	of	achievement	of	the	targeted	operating	performance.	A	modification	to	the	forecasts	resulted	in	a	reduction of	$22.3	million	in	this	liability	in	2011,	with	a	corresponding	reduction	to	selling,	general	and	administrative	expense.	No	similar	adjustment	was	required	in	2012.	After giving	effect	to	the	2011	adjustment	and	interest	accretion,	the	liability	balance	as	of	December	31,	2012	was	$104.1	million.	The	maximum	contingent	consideration payout	is	$232.2	million.

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.

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	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").

Banco	Santander	subsequently	acquired	majority	control	of	ABN	and	in	late	January	2010,	Banco	Santander	ceased	processing	its	card	portfolio	on	the	Brazilian Venture's	systems	after	transitioning	to	its	own	in-house	technology	platform.	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	to	Banco	Bradesco.	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):

| Cash	Item:<br>Receipt	of	termination	fee | Statement	of	Earnings	Classification<br>	 Processing	and	services	revenue | 2010<br>	 $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 |  | \t $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.	Additional	performance	remuneration	provisions	upon	the achievement	of	targeted	account	and	transaction	volumes	were	renegotiated,	for	which	additional	related	party	payables	were	recorded	as	of	December	31,	2010,	based on	management's	expectation	that	the	targets	will	be	met.	The	passage	of	time	and	the	achievement	of	certain	targets	triggered	payments	to	Banco	Bradesco	of	$27.8 million	in	2012.	The	remaining	related	party	payable,	consisting	of	the	original	Brazil	Venture	Notes	adjusted	for	the	Santander	exit	and	the	performance	remuneration, was	$59.3	million	and	$87.1	million	as	of	December	31,	2012	and	2011,	respectively.	FIS	continues	to	own	51%	of	the	Brazilian	Venture	and	retained	control	such	that we	continue	to	consolidate	the	Brazilian	Venture's	results.

The	Brazilian	Venture	currently	processes	approximately	48	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,	2012	and	2011	consists	of	the	following	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Land | $28.0 | $28.0 |
| Buildings | 177.7 | 170.0 |
| Leasehold\timprovements | 98.3 | 89.3 |
| Computer\tequipment | 546.4 | 483.4 |
| Furniture,\tfixtures,\tand\tother\tequipment | 125.1 | 112.0 |
|  | 975.5 | 882.7 |
| Accumulated\tdepreciation\tand\tamortization | (556.0) | (468.2) |
|  | $419.5 | $414.5 |

During	the	year	ended	December	31,	2012	and	2011,	the	Company	entered	into	capital	lease	obligations	of	$3.6	million	and	$31.4	million,	respectively,	for	certain computer	hardware	and	software.	The	assets	are	included	in	property	and	equipment	and	computer	software	and	the	remaining	capital	lease	obligation	is	classified	as long-term	debt	on	our	Consolidated	Balance	Sheet	as	of	December	31,	2012.	Periodic	payments	are	included	in	repayment	of	borrowings	on	the	Consolidated	Statements of	Cash	Flows.

Depreciation	and	amortization	expense	on	property	and	equipment,	including	that	recorded	under	capital	leases,	amounted	to	$117.8	million,	$110.7	million	and $123.0	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was depreciation	and	amortization	expense	on	property	and	equipment	of	$1.3	million,	$2.9	million	and	$22.3	million	for	the	years	ended	December	31,	2012,	2011	and 2010,	respectively.

# (8) Goodwill

Changes	in	goodwill	during	the	years	ended	December	31,	2012	and	2011	are	summarized	as	follows	(in	millions):

|  | FSG | PSG | ISG | Total |
| :--- | :--- | :--- | :--- | :--- |
| Balance,\tDecember\t31,\t2010 | $3,899.3 | $4,054.2 | \t $596.5 | \t $8,550.0 |
| Goodwill\tacquired\tduring\t2011 | 9.2 | — | 2.9 | 12.1 |
| Goodwill\tdistributed\tthrough\tsale\tof\tnon-strategic\tbusiness | — | (14.8) | — | (14.8) |
| Purchase\tprice\tand\tforeign\tcurrency\tadjustments | — | (0.6) | (3.9) | (4.5) |
| Balance,\tDecember\t31,\t2011 | 3,908.5 | 4,038.8 | 595.5 | 8,542.8 |
| Goodwill\tacquired\tduring\t2012 | 40.5 | — | 2.2 | 42.7 |
| Goodwill\tdistributed\tthrough\tsale\tof\tnon-strategic\tbusiness | — | (205.1) | — | (205.1) |
| Purchase\tprice\tand\tforeign\tcurrency\tadjustments | — | (0.5) | 1.6 | 1.1 |
| Balance,\tDecember\t31,\t2012 | $3,949.0 | $3,833.2 | \t $599.3 | \t $8,381.5 |

No	reporting	units	were	at	risk	of	failing	the	impairment	test	as	of	the	September	30,	2012	measurement	date	(see	Note	2	(f)).

# (9) Intangible	Assets

Customer	relationships	intangible	assets	are	obtained	as	part	of	acquired	businesses	and	are	amortized	over	their	estimated	useful	lives,	generally	five	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	15 years.	As	of	December	31,	2012	and	2011,	trademarks	carried	at	$81.3	million	and	$81.0	million,	respectively,	were	classified	as	indefinite	lived.

Intangible	assets,	as	of	December	31,	2012,	consisted	of	the	following	(in	millions):

|  | Cost | Accumulated<br>Amortization | Net |
| :--- | :--- | :--- | :--- |
| Customer\trelationships | $2,843.3 | $(1,375.7) | $1,467.6 |
| Trademarks | 119.3 | (10.7) | 108.6 |
|  | $2,962.6 | $(1,386.4) | $1,576.2 |

|  | Cost | Accumulated<br>Amortization | Net |
| :--- | :--- | :--- | :--- |
| Customer\trelationships | $2,934.4 | $(1,141.9) | $1,792.5 |
| Trademarks | 119.0 | (8.2) | 110.8 |
|  | $3,053.4 | $(1,150.1) | $1,903.3 |

Amortization	expense	for	intangible	assets	with	definite	lives	was	$246.4	million,	$251.1	million	and	$267.3	million	for	the	years	ended	December	31,	2012,	2011 and	2010,	respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	amortization	expense	on	intangible	assets	of	$5.1	million, $8.5	million	and	$14.2	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.	During	the	year	ended	December	31,	2011,	the	Company	recorded	a pre-tax	impairment	charge	of	$9.1	million,	related	to	the	Capco	trademark	in	North	America.	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	(Note	6).	Included	in the	$25.0	million	of	impairment	charges	recognized	in	2010	for	Participacoes	(Note	3)	was	$5.2	million	related	to	intangible	assets.

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):

Computer	software	as	of	December	31,	2012	and	2011	consisted	of	the	following	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Software\tfrom\tbusiness\tacquisitions | $525.0 | $582.7 |
| Capitalized\tsoftware\tdevelopment\tcosts | 760.2 | 757.2 |
| Purchased\tsoftware | 166.4 | 177.1 |
| Computer\tsoftware | 1,451.6 | 1,517.0 |
| Accumulated\tamortization | (604.6) | (635.5) |
| Computer\tsoftware,\tnet\tof\taccumulated\tamortization | $847.0 | $881.5 |

Amortization	expense	for	computer	software	was	$195.5	million,	$209.4	million	and	$195.1	million	for	the	years	ended	December	31,	2012,	2011	and	2010, respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	amortization	expense	on	computer	software	of	$3.1	million,	$4.5 million	and	$7.7	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.	During	the	year	ended	December	31,	2010,	as	a	result	of	Banco Santander's	exit	from	the	Brazilian	Venture	(Note	6),	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.

# (11) Deferred	Contract	Costs

A	summary	of	deferred	contract	costs	as	of	December	31,	2012	and	2011	was	as	follows	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Installations\tand\tconversions\tin\tprogress | $12.0 | $15.3 |
| Installations\tand\tconversions\tcompleted,\tnet | 123.3 | 149.5 |
| Other,\tnet | 75.9 | 67.9 |
| Total\tdeferred\tcontract\tcosts | $211.2 | $232.7 |

# (12) Accounts	Payable	and	Accrued	Liabilities

Accounts	payable	and	accrued	liabilities	as	of	December	31,	2012	and	2011	consisted	of	the	following	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Salaries\tand\tincentives | $121.4 | $99.8 |
| Accrued\tbenefits\tand\tpayroll\ttaxes | 54.2 | 47.0 |
| Trade\taccounts\tpayable | 93.4 | 100.6 |
| Reserve\tfor\tclaims\tand\tclaims\tpayable | 23.7 | 23.6 |
| Accrued\tinterest\tpayable | 59.8 | 54.0 |
| Taxes\tother\tthan\tincome\ttax | 51.4 | 51.4 |
| Other\taccrued\tliabilities | 220.7 | 266.5 |
| Total\taccounts\tpayable\tand\taccrued\tliabilities | $624.6 | $642.9 |

Long-term	debt	as	of	December	31,	2012	and	2011	consisted	of	the	following	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Term\tLoan\tA-2,\tquarterly\tprincipal\tamortization\t(1) | $250.0 | $2,088.6 |
| Term\tLoan\tA-3,\tquarterly\tprincipal\tamortization\t(2) | 2,021.3 | — |
| New\tTerm\tLoan\tB | — | 1,250.0 |
| Senior\tNotes\tdue\t2017,\tinterest\tpayable\tsemi-annually\tat\t7.625% | 750.0 | 750.0 |
| Senior\tNotes\tdue\t2020,\tinterest\tpayable\tsemi-annually\tat\t7.875% | 500.0 | 500.0 |
| Senior\tNotes\tdue\t2022,\tinterest\tpayable\tsemi-annually\tat\t5.000% | 700.0 | — |
| Revolving\tLoan,\t(3) | 126.3 | 175.0 |
| Other | 37.9 | 46.2 |
|  | 4,385.5 | 4,809.8 |
| Current\tportion | (153.9) | (259.2) |
| Long-term\tdebt,\texcluding\tcurrent\tportion | $4,231.6 | $4,550.6 |

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

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

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

On	March	30,	2012,	FIS	amended	and	restated	its	syndicated	credit	agreement	(the	"FIS	Credit	Agreement").	The	FIS	Credit	Agreement,	as	of	December	31,	2012, provides	total	committed	capital	of	$3,421.3	million	comprised	of:	(1)	a	revolving	credit	facility	in	an	aggregate	maximum	principal	amount	of	$1,150.0	million maturing	on	March	30,	2017	(	the	"Revolving	Loan");	and	(2)	an	aggregate	of	$2,271.3	million	of	term	loans	(the	"Term	Loans")	consisting	of	$250.0	million	maturing on	July	18,	2014	(the	"Term	Loan	A-2")	and	$2,021.3	million	maturing	on	March	30,	2017	(the	"Term	Loan	A-3").	As	of	December	31,	2012,	the	outstanding	principal balance	of	the	Revolving	Loan	was	$126.3	million,	with	$1,022.9	million	of	borrowing	capacity	remaining	thereunder	(net	of	$0.8	million	in	outstanding	letters	of	credit issued	under	the	Revolving	Loan).	On	January	11,	2013,	the	Term	Loan	A-2	was	repaid	in	full	using	borrowings	under	the	Revolving	Loan.

On	July	16,	2010,	FIS	completed	offerings	of	$600.0	million	aggregate	principal	amount	of	7.625%	Senior	Notes	dues	2017	(the	"2017	Notes")	and	$500.0	million aggregate	principal	amount	of	7.875%	Senior	Notes	due	2020	(the	"2020	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	Facility	(the	"Guarantors")	and	The	Bank	of	New	York	Mellon	Trust	Company,	N.A.,	as trustee.	On	December	19,	2011,	FIS	entered	into	a	supplemental	indenture	whereby	FIS	issued	an	additional	$150.0	million	of	our	7.625%	Senior	Notes	due	July	16, 2017,	that	have	the	same	terms	as	the	existing	2017	Notes.	All	references	to	the	2017	Notes	include	the	full	$750.0	million	principal	amount	outstanding.

On	March	19,	2012,	FIS	completed	an	offering	of	$700.0	million	aggregate	principal	amount	of	5.000%	Senior	Notes	due	2022	(the	"2022	Notes"	and	together	with the	2017	Notes	and	the	2020	Notes,	the	"Notes").	FIS	issued	the	2022	Notes	under	an	indenture	dated	as	of	March	19,	2012,	among	FIS,	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	exchange	offers under	which	we	exchanged	identical	notes	that	were	SEC	registered	for	the	Notes.

The	obligations	of	FIS	under	the	FIS	Credit	Agreement	and	the	Notes	are	guaranteed	by	substantially	all	of	the	domestic	subsidiaries	of	FIS.	Effective	as	of	January 17,	2013,	following	the	repayment	of	the	Term	Loan	A-2	and	the	upgrade	of	FIS'	corporate	family	rating	to	BBB-	by	Standard	and	Poors,	the	collateral	was	released	on the	FIS	Credit	Agreement	and	the	obligations	under	the	FIS	Credit	Agreement	and	the	Notes	rank	equal	in	priority.	However,	in	the	event	of	certain	downgrades	in	FIS' credit	ratings,	the	FIS	Credit	Agreement	would	again	become	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.	The	FIS	Credit	Agreement	and	the	Notes	remain	subject	to	customary affirmative,	negative	and	financial	covenants.

The	following	table	summarizes	the	mandatory	annual	principal	payments	pursuant	to	the	FIS	Credit	Agreement	and	the	Notes	as	of	December	31,	2012	(in millions):

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

Voluntary	prepayment	of	the	Term	Loans	is	generally	permitted	at	any	time	without	fee	upon	proper	notice	and	subject	to	a	minimum	dollar	requirement.	In addition	to	scheduled	principal	payments,	the	Term	Loans	are	(with	certain	exceptions)	subject	to	mandatory	prepayment	upon	the	occurrence	of	certain	events.	There are	no	mandatory	principal	payments	on	the	Revolving	Loan	and	any	balance	outstanding	on	the	Revolving	Loan	will	be	due	and	payable	at	its	scheduled	maturity	date.

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	revolving	lenders	comprise	about	66% 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	Loan),	the	maximum	loss	of	available capacity	on	the	undrawn	portion	of	the	Revolving	Loan,	as	of	December	31,	2012,	would	be	approximately	$95.8	million.

In	connection	with	the	March	31,	2012	refinance	and	bond	offering,	we	wrote	off	certain	debt	issuance	costs	and	transaction	expenses	totaling	$18.4	million	and capitalized	$29.3	million	of	other	costs.	Debt	issuance	costs	of	$52.3	million,	net	of	accumulated	amortization,	remain	capitalized	as	of	December	31,	2012,	related	to	all of	the	above	credit	facilities.

The	fair	value	of	the	Company's	long-term	debt	is	estimated	to	be	approximately	$197.1	million	higher	than	the	carrying	value	as	of	December	31,	2012.	This	estimate is	based	on	quoted	prices	of	our	Notes	and	trades	of	our	other	debt	in	close

proximity	to	December	31,	2012,	which	are	considered	Level	2-type	measurements.	This	estimate	is	subjective	in	nature	and	involves	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.

As	of	December	31,	2012,	we	have	entered	into	the	following	interest	rate	swap	transactions	converting	a	portion	of	the	interest	rate	exposure	on	our	Term	and Revolving	Loans	from	variable	to	fixed	(in	millions):

| Effective	date | Termination	date | Notional	amount | Bank	pays<br>variable	rate	of | FIS	pays<br>	fixed	rate	of |
| :--- | :--- | :--- | :--- | :--- |
| February\t1,\t2011 | February\t1,\t2013 | $200.0 | \t One\tMonth\tLIBOR\t(1) | 0.62% (2) |
| May\t3,\t2011 | \t May\t1,\t2013 | 400.0 | \t One\tMonth\tLIBOR\t(1) | 0.73% (2) |
| September\t1,\t2011 | September\t1,\t2014 | 150.0 | \t One\tMonth\tLIBOR\t(1) | 0.74% (2) |
| September\t1,\t2011 | September\t1,\t2014 | 150.0 | \t One\tMonth\tLIBOR\t(1) | 0.74% (2) |
| September\t1,\t2011 | September\t1,\t2014 | 300.0 | \t One\tMonth\tLIBOR\t(1) | 0.72% (2) |
| July\t1,\t2012 | July\t1,\t2015 | 300.0 | \t One\tMonth\tLIBOR\t(1) | 0.58% (2) |
| February\t1,\t2013 | February\t3,\t2014 | 200.0 | \t One\tMonth\tLIBOR\t(1) | 0.28% (2) |
| February\t1,\t2013 | February\t3,\t2014 | 200.0 | \t One\tMonth\tLIBOR\t(1) | 0.28% (2) |
| February\t3,\t2014 | February\t1,\t2017 | 400.0 | \t One\tMonth\tLIBOR\t(1) | 0.89% (2) |

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,	2012 |  | December	31,	2011 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Balance\tsheet\tlocation | Fair\nvalue | Balance\tsheet\tlocation | Fair\nvalue |
| Interest\trate\tswap\tcontracts | Accounts\tpayable\tand\taccrued\tliabilities | $1.0 | \t Accounts\tpayable\tand\taccrued\tliabilities | $3.4 |
| Interest\trate\tswap\tcontracts | Other\tlong-term\tliabilities | 9.4 | \t Other\tlong-term\tliabilities | 4.0 |
| Total\tderivatives\tdesignated\tas\thedging\ninstruments |  | $10.4 |  | $7.4 |

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	Statements	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	an	interest	rate	swap	that	was	not	designated	as	a	hedge	for	accounting	purposes.	As	of	December	31, 2011,	the	accrued	but	unpaid	reset	payments	and	the	fair	value	of	the	future	reset	payments	totaled	$42.4	million	and	was	recorded	as	part	of	accounts	payable	and accrued	liabilities.	This	item	was	paid	in	February	2012.

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,	2012,	2011	and	2010	are	as	follows	(in	millions):

|  |  | Amount	of	loss	recognized<br>in	AOCE	on	derivatives |  |
| :--- | :--- | :--- | :--- |
| Derivatives\tin\tCash\tFlow\tHedging\tRelationships | 2012 | 2011 | 2010 |
| Interest\trate\tswap\tcontracts | \t $(11.0) | \t $(15.0) | \t $(33.7) |

|  |  | Amount	of	loss	reclassified<br>from	AOCE	into	income |  |
| :--- | :--- | :--- | :--- |
| Location\tof\tloss\treclassified\tfrom\tAOCE\tinto\tincome | 2012 | 2011 | 2010 |
| Interest\texpense | $(7.7) | \t $(20.7) | \t $(41.5) |

Approximately	$3.0	million	of	the	balance	in	AOCE	as	of	December	31,	2012,	is	expected	to	be	reclassified	into	income	over	the	next	twelve	months.

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,	2012,	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.

Income	tax	expense	(benefit)	attributable	to	continuing	operations	for	the	years	ended	December	31,	2012,	2011	and	2010	consists	of	the	following	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Current\tprovision\t(benefit): |  |  |  |
| Federal | $183.1 | $145.7 | $202.0 |
| State | 38.7 | 31.7 | 33.8 |
| Foreign | 34.0 | 52.8 | 26.0 |
| Total\tcurrent\tprovision | $255.8 | $230.2 | $261.8 |
| Deferred\tprovision\t(benefit): |  |  |  |
| Federal | $14.5 | $36.9 | $11.6 |
| State | 0.8 | (7.7) | 1.0 |
| Foreign | (0.2) | (27.0) | (66.0) |
| Total\tdeferred\tprovision | 15.1 | 2.2 | (53.4) |
| Total\tprovision\tfor\tincome\ttaxes | $270.9 | $232.4 | $208.4 |

The	provision	for	income	taxes	is	based	on	pre-tax	income	from	continuing	operations,	which	is	as	follows	for	the	years	ended	December	31,	2012,	2011	and	2010 (in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| United\tStates | $653.2 | $611.7 | $655.8 |
| Foreign | 178.0 | 115.3 | (57.7) |
| Total | $831.2 | $727.0 | $598.1 |

Total	income	tax	expense	for	the	years	ended	December	31,	2012,	2011	and	2010	is	allocated	as	follows	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Tax\texpense\tper\tstatements\tof\tearnings | $270.9 | $232.4 | $208.4 |
| Tax\texpense\tattributable\tto\tdiscontinued\toperations | 67.4 | (5.8) | (15.5) |
| Unrealized\tgain\t(loss)\ton\tinterest\trate\tswaps | (2.1) | 1.5 | 1.9 |
| Unrealized\t(loss)\tgain\ton\tforeign\tcurrency\ttranslation | (0.3) | (3.3) | 3.2 |
| Other\tadjustment | 0.7 | (1.0) | — |
| Total\tincome\ttax\texpense\t(benefit)\tallocated\tto\tother\tcomprehensive\tincome | (1.7) | (2.8) | 5.1 |
| Tax\tbenefit\tfrom\texercise\tof\tstock\toptions | (31.1) | (8.1) | (27.1) |
| Total\tincome\ttax\texpense | $305.5 | $215.7 | $170.9 |

A	reconciliation	of	the	federal	statutory	income	tax	rate	to	the	Company's	effective	income	tax	rate	for	the	years	ended	December	31,	2012,	2011	and	2010	is	as follows:

Deferred	income	taxes	have	been	classified	in	the	Consolidated	Balance	Sheets	as	of	December	31,	2012	and	2011	as	follows	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Current\tassets | $55.9 | $74.0 |
| Noncurrent\tassets\t(included\tin\tother\tnoncurrent\tassets) | 10.8 | 11.6 |
| Current\tliabilities\t(included\tin\taccounts\tpayable\tand\taccrued\tliabilities) | 2.3 | 1.4 |
| Noncurrent\tliabilities | 821.8 | 884.1 |
| Net\tdeferred\tincome\ttax\tliability | $757.4 | $799.9 |

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,	2012	and	2011,	the	Company	had	income	taxes	(payable)/receivable	of	$(8.1)	million	and	$10.5	million,	respectively.	These	amounts	are included	in	accounts	payable	and	accrued	liabilities	and	other	receivables,	respectively,	in	the	Consolidated	Balance	Sheets.

As	of	December	31,	2012	and	2011,	the	Company	has	federal,	state	and	foreign	net	operating	loss	carryforwards	resulting	in	deferred	tax	assets	of	$146.7	million and	$152.2	million,	respectively.	The	federal	and	state	net	operating	losses	result	in	deferred	tax	assets	as	of	December	31,	2012	and	2011	of	$12.0	million	and	$14.7 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	$11.9	million	as	of	December	31,	2012	and	2011.	The	Company	has	foreign	net	operating	loss	carryforwards	resulting	in	deferred	tax assets	as	of	December	31,	2012	and	2011	of	$134.7	million	and	$137.5	million,	respectively.	The	Company	has	valuation	allowances	against	these	net	operating	losses as	of	December	31,	2012	and	2011	of	$74.4	million	and	$72.5	million,	respectively.	As	of	December	31,	2012	and	2011,	the	Company	had	foreign	tax	credit carryforwards	of	$23.8	million	and	$8.3	million,	respectively,	which	expire	between	2016	and	2022.

Since	2005,	we	have	participated	in	the	IRS'	Compliance	Assurance	Process	(CAP),	which	is	a	real-time	audit.	The	IRS	has	completed	its	review	for	years	2002- 2010.	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	2005.	Substantially	all	state	income	tax	returns	have	been concluded	through	2008.

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

As	of	December	31,	2012	and	2011,	the	Company	had	gross	unrecognized	tax	benefits	of	$40.4	million	and	$45.5	million	of	which	$27.0	million	and	$33.1	million would	favorably	impact	our	income	tax	rate	in	the	event	that	the	unrecognized	tax	benefits	are	recognized.

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

|  | Gross	Amount |
| :--- | :--- |
| Amounts\tof\tunrecognized\ttax\tbenefits\tas\tof\tJanuary\t1,\t2011 | $42.7 |
| Increases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tin\tthe\tcurrent\tyear | 4.8 |
| Amount\tof\tdecreases\tdue\tto\tsettlements | (4.9) |
| Increases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tin\ta\tprior\tperiod | 2.9 |
| Amount\tof\tunrecognized\ttax\tbenefit\tas\tof\tDecember\t31,\t2011 | 45.5 |
| Amount\tof\tdecreases\tdue\tto\tlapse\tof\tthe\tapplicable\tstatute\tof\tlimitations | (1.4) |
| Amount\tof\tdecreases\tdue\tto\tsettlements | (6.6) |
| Increases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tin\ta\tprior\tperiod | 2.9 |
| Amount\tof\tunrecognized\ttax\tbenefit\tas\tof\tDecember\t31,\t2012 | $40.4 |

The	total	amount	of	interest	expense	recognized	in	the	Consolidated	Statements	of	Earnings	for	unpaid	taxes	is	$3.7	million,	$3.7	million	and	$2.3	million	for	the years	ended	December	31,	2012,	2011	and	2010,	respectively.	The	total	amount	of	interest	and	penalties	recognized	in	the	Consolidated	Balance	Sheets	is	$18.9	million and	$15.8	million	as	of	December	31,	2012	and	2011,	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	matter	listed	below,	depart	from	customary	litigation	incidental	to	its	business. As	background	to	the	disclosure	below,	please	note	the	following:

This	is	a	patent	infringement	action	that	was	filed	by	CheckFree	Corporation	and	CashEdge,	Inc.,	wholly-owned	subsidiaries	of	Fiserv,	Inc.,	against	Fidelity National	Information	Services,	Inc.	and	our	subsidiary,	Metavante	Corporation	(collectively	the	"Defendants")	in	the	U.S.	District	Court	for	the	Middle	District	of Florida,	Jacksonville	Division	on	January	5,	2012.	The	complaint	seeks	damages,	injunctive	relief	and	attorneys'	fees	for	the	alleged	infringement	of	three	patents. Plaintiffs	allege	that	the	Defendants	infringe	the	patents	at	issue	by	providing	customers	financial	and	payment	solutions	that	process	payment	instructions,	provide electronic	biller	notifications,	and/or	process	account-to-account	funds	transfer	transactions	and	have	requested	financial	damages	and	injunctive	relief.	Defendants	filed their	Answer	and	Counterclaims	to	Plaintiffs'	complaint	for	patent	infringement	denying	the	claims	of	patent	infringement	and	asserting	defenses,	including	non- infringement	and	invalidity.	Additionally,	Defendants	filed	counterclaims	asserting	patent	infringement	of	three	patents	and	adding	Fiserv,	Inc.	as	a	Counter	Defendant. Defendants	seek	damages,	injunctive	relief	and	attorneys'	fees.	Plaintiffs	and	Counter	Defendant	Fiserv,	Inc.,	filed	their	Answer	to	Defendants'	counterclaims	denying the	claims	of	patent	infringement	and	asserting	defenses,	including	non-infringement	and	invalidity.	In	the	second	quarter	of	2012,	the	Defendants	filed	a	Motion	for Judgment	on	the	Pleadings	and	a	Motion	to	Stay	Discovery.	The	Court	subsequently	denied	the	Motion	to	Stay	Discovery	but

has	not	yet	ruled	on	the	Motion	for	Judgment	on	the	Pleadings.	In	the	third	quarter	of	2012,	the	Court	entered	a	Case	Management	and	Scheduling	Order.	In	the	fourth quarter	of	2012,	the	Court	granted	Plaintiffs'	Motion	to	Amend	its	First	Amended	Complaint	to	add	a	fourth	patent	and	Defendants'	Motion	to	Amend	its	First	Amended Answer	and	Counterclaims.	The	Motion	for	Judgment	on	the	Pleadings	was	denied	as	moot	following	entry	of	the	amended	complaint	adding	claims	with	respect	to	a fourth	patent.	On	December	3,	2012,	Defendants	filed	a	Motion	for	Summary	Judgment	seeking	an	order	invalidating	all	of	the	Plaintiffs'	asserted	patents.	On	January 15,	2013,	Plaintiffs	filed	a	Motion	for	Summary	Judgment	seeking	to	invalidate	select	patent	claims	from	one	of	Defendants'	asserted	patents.			The	Court	has	not	yet ruled	on	either	of	the	summary	judgment	motions.	Trial	is	scheduled	for	January	2014.	Discovery	is	ongoing.	Due	to	the	early	stage	of	this	litigation,	an	estimate	of	a possible	loss	or	range	of	loss,	if	any,	for	this	litigation	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,	2017, and	thereafter,	in	the	aggregate,	are	as	follows	(in	millions):

| 2013 | $55.0 |
| :--- | :--- |
| 2014 | 53.8 |
| 2015 | 42.4 |
| 2016 | 28.4 |
| 2017 | 18.0 |
| Thereafter | 29.0 |
| Total | $226.6 |

In	addition,	the	Company	has	operating	lease	commitments	relating	to	office	equipment	and	computer	hardware	with	annual	lease	payments	of	approximately	$6.7 million	per	year	that	renew	on	a	short-term	basis.	See	Note	7	for	information	on	the	Company's	capital	lease	obligations.

Rent	expense	incurred	under	all	operating	leases	during	the	years	ended	December	31,	2012,	2011	and	2010,	was	$86.0	million,	$93.6	million	and	$116.1	million, respectively.	Included	in	discontinued	operations	in	the	Consolidated	Statements	of	Earnings	was	rent	expense	of	$0.6	million,	$1.3	million	and	$3.1	million	for	the years	ended	December	31,	2012,	2011	and	2010,	respectively.

Data	Processing	and	Maintenance	Services	Agreements.		The	Company	has	agreements	with	various	vendors,	which	expire	between	2013	and	2018,	for	portions	of its	computer	data	processing	operations	and	related	functions.	The	Company's	estimated	aggregate	contractual	obligation	remaining	under	these	agreements	was approximately	$246.7	million	as	of	December	31,	2012.	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	Plans

# Stock	Purchase	Plan

FIS	employees	participate	in	an	Employee	Stock	Purchase	Plan	(ESPP).	Eligible	employees	may	voluntarily	purchase,	at	current	market	prices,	shares	of	FIS' common	stock	through	payroll	deductions.	Pursuant	to	the	ESPP,	employees	may	contribute	an	amount	between	3%	and	15%	of	their	base	salary	and	certain commissions.	Shares	purchased	are	allocated	to	employees	based	upon	their	contributions.	The	Company	contributes	varying	matching	amounts	as	specified	in	the ESPP.	The	Company	recorded	expense	of	$19.9	million,	$17.8	million	and	$14.3	million,	respectively,	for	the	years	ended	December	31,	2012,	2011	and	2010,	relating to	the	participation	of	FIS	employees	in	the	ESPP.

# 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	$28.2	million,	$27.1	million	and	$23.1	million,	respectively,	for	the	years	ended	December	31,	2012,	2011	and 2010,	relating	to	the	participation	of	FIS	employees	in	the	401(k)	plan.

# Stock	Compensation	Plans

In	2008,	the	Company	adopted	the	FIS	2008	Stock	Incentive	Plan.	The	Company	granted	0.8	million	and	2.0	million	options	under	this	plan	in	the	years	ended December	31,	2012	and	2011,	respectively,	which	vest	over	3	years.	There	were	7.8	million	and	10.9	million	options	outstanding	and	1.8	million	and	3.0	million	options available	for	grant	under	this	plan	as	of	December	31,	2012	and	2011,	respectively.

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	granted	1.2	million	and	1.4	million	options	under	this	plan	in the	years	ended	December	31,	2012	and	2011,	respectively,	which	vest	over	3	years.	As	of	December	31,	2012	and	2011,	there	were	5.8	million	and	11.9	million	options outstanding,	respectively,	and	there	were	8.5	million	and	10.1	million	options,	respectively,	available	for	grant	under	this	plan.

The	Company	also	has	fully	vested	options	outstanding	related	to	a	previous	stock	incentive	plan	as	well	as	options	assumed	in	connection	with	merger	and	acquisition transactions	and	the	transaction	through	which	FIS	became	independent	of	FNF.	As	of	December	31,	2012	and	2011,	there	were	2.2	million	and	7.6	million	options outstanding,	respectively,	related	to	these	plans	that	expire	over	periods	through	2017.

The	following	schedule	summarizes	the	stock	option	activity	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions	except	for	per	share	amounts):

|  | Shares | Weighted<br>Average<br>Exercise	Price |
| :--- | :--- | :--- |
| 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 |
| Granted | 3.4 | 26.02 |
| Exercised | (4.3) | 19.29 |
| Cancelled | (0.1) | 23.33 |
| Balance,\tDecember\t31,\t2011 | 30.4 | 21.78 |
| Granted | 2.0 | 33.97 |
| Exercised | (16.2) | 20.62 |
| Cancelled | (0.4) | 25.50 |
| Balance,\tDecember\t31,\t2012 | 15.8 | 24.39 |

The	intrinsic	value	of	options	exercised	during	the	years	ended	December	31,	2012,	2011	and	2010	was	$202.3	million,	$49.1	million	and	$148.5	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,	2012:

|  |  | Outstanding	Options | Outstanding	Options |  |  | Exercisable	Options | Exercisable	Options |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Range\tof\tExercise\tPrice | Number\nof\nOptions | Weighted\nAverage\nRemaining\nContractual\nLife | Weighted\nAverage\nExercise\nPrice | Intrinsic\nValue\tat\nDecember\t31,\n2012\t(a) | Number\tof\nOptions | Weighted\nAverage\nRemaining\nContractual\nLife | Weighted\nAverage\nExercise\nPrice | Intrinsic\nValue\tat\nDecember\t31,\n2012\t(a) |
|  | (In\tmillions) |  |  | (In\tmillions) | (In\tmillions) |  |  | (In\tmillions) |
| $\t0.00\t-\t$17.29 | 2.1 | 2.98 | $13.64 | $43.8 | 2.1 | 2.98 | $13.64 | $43.8 |
| $17.30\t-\t$22.55 | 3.6 | 3.19 | 21.22 | 48.9 | 3.6 | 3.19 | 21.23 | 48.8 |
| $22.56\t-\t$25.66 | 4.2 | 4.63 | 25.05 | 40.5 | 2.5 | 3.81 | 24.64 | 25.2 |
| $25.67\t-\t$27.10 | 3.3 | 4.78 | 27.01 | 26.0 | 2.4 | 4.78 | 27.02 | 18.6 |
| $27.11\t-\t$32.00 | 0.9 | 5.30 | 29.62 | 4.9 | 0.4 | 4.95 | 28.73 | 2.3 |
| $32.01\t-\t$34.89 | 1.7 | 6.87 | 34.89 | 0.9 | 0.1 | 6.86 | 34.33 | 0.1 |
| $\t\t0.00\t-\t$34.89 | 15.8 | 4.40 | $24.39 | $165.0 | 11.1 | 3.74 | $22.25 | $138.8 |

The	weighted	average	fair	value	of	options	granted	during	the	years	ended	December	31,	2012,	2011	and	2010	was	estimated	to	be	$8.08,	$7.58	and	$7.84, respectively,	using	the	Black-Scholes	option	pricing	model	with	the	assumptions	below:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Risk\tfree\tinterest\trate | 0.6% | 0.8% | 1.1% |
| Volatility | 35.8% | 36.5% | 35.6% |
| Dividend\tyield | 2.4% | 0.8% | 0.7% |
| Weighted\taverage\texpected\tlife\t(years) | 4.3 | 4.5 | 4.4 |

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

The	Company	granted	a	total	of	1.3	million	restricted	stock	shares	at	prices	ranging	from	$30.70	to	$34.89	on	various	dates	in	2012.	The	Company	granted	a	total	of 1.4	million	restricted	stock	shares	at	prices	ranging	from	$24.16	to	$31.80	on	various	dates	in	2011.	The	Company	granted	a	total	of	1.5	million	restricted	stock	shares	at prices	ranging	from	$25.76	to	$28.15	on	various	dates	in	2010.	These	shares	were	granted	at	the	closing	market	price	on	the	date	of	grant	and	vest	annually	over	three years.	As	of	December	31,	2012	and	2011,	we	have	approximately	2.8	million	and	2.6	million	unvested	restricted	shares	remaining.

The	Company	has	provided	for	total	stock	compensation	expense	of	$83.8	million,	$64.7	million	and	$58.7	million	for	the	years	ended	December	31,	2012,	2011 and	2010,	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.

As	of	December	31,	2012	and	2011,	the	total	unrecognized	compensation	cost	related	to	non-vested	stock	awards	is	$96.2	million	and	$122.5	million,	respectively, which	is	expected	to	be	recognized	in	pre-tax	income	over	a	weighted	average	period	of	1.7	years	and	1.6	years,	respectively.

# 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	as	of	December	31,	2012	and	2011,	was	$39.6	million	and	$32.3	million,	respectively,	and	the	projected	benefit obligation	was	$40.6	million	and	$33.0	million,	respectively.	The	plan	remains	unfunded	as	of	December	31,	2012.

# (17) Concentration	of	Risk

The	Company	generates	a	significant	amount	of	revenue	from	large	customers,	however,	no	individual	customer	accounted	for	10%	or	more	of	total	revenue	in	the years	ended	December	31,	2012,	2011	and	2010.

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)					Supplemental	Guarantor	Financial	Information

The	following	supplemental	financial	information	sets	forth	for	FIS	and	its	Guarantor	(Note	13)	and	non-guarantor	subsidiaries:	(a)	the	condensed	consolidating balance	sheets	as	of	December	31,	2012	and	December	31,	2011;	(b)	the	condensed	consolidating	statements	of	earnings	for	the	years	ended	December	31,	2012,	2011 and	2010;	and	(c)	the	condensed	consolidating	statements	of	cash	flows	for	the	years	ended	December	31,	2012,	2011	and	2010.

| Total	equity | 4,751.0 | 17,778.5 | 2,852.2 | (18,730.5) | 6,651.2 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Total\tliabilities\tand\tequity | $9,707.7 | $19,383.9 | $3,512.1 | $(18,730.5) | $13,873.2 |

|  |  | Guarantor | Non-guarantor |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | subsidiaries | subsidiaries | Eliminations | Consolidated |
|  |  |  | (in\tmillions) |  |  |
| Processing\tand\tservices\trevenues | $— | $4,537.2 | $1,270.4 | $— | $5,807.6 |
| Operating\texpenses | 248.1 | 3,420.9 | 1,059.4 | — | 4,728.4 |
| Operating\tincome | (248.1) | 1,116.3 | 211.0 | — | 1,079.2 |
| Other\tincome\t(expense): |  |  |  |  |  |
| Interest\texpense,\tnet | (218.3) | (1.3) | (3.1) | — | (222.7) |
| Other\tincome\t(expense) | (22.9) | (2.2) | (0.2) | — | (25.3) |
| Net\tearnings\t(loss)\tof\tequity\taffiliates | 891.2 | — | — | (891.2) | — |
| Total\tother\tincome\t(expense) | 650.0 | (3.5) | (3.3) | (891.2) | (248.0) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 401.9 | 1,112.8 | 207.7 | (891.2) | 831.2 |
| Provision\tfor\tincome\ttaxes | (158.4) | 356.2 | 73.1 | — | 270.9 |
| Net\tearnings\t(loss)\tfrom\tcontinuing\toperations | 560.3 | 756.6 | 134.6 | (891.2) | 560.3 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (79.2) | (47.7) | (31.5) | 79.2 | (79.2) |
| Net\tearnings\t(loss) | 481.1 | 708.9 | 103.1 | (812.0) | 481.1 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | (19.9) | — | (19.9) | 19.9 | (19.9) |
| Net\tearnings\t(loss)\tattributable\tto\tFIS\tcommon\tstockholders | $461.2 | $708.9 | $83.2 | $(792.1) | $461.2 |
| Comprehensive\tearnings\t(loss)\tattributable\tto\tFIS | $448.7 | $708.9 | $87.6 | $(790.3) | $454.9 |

|  |  | Guarantor | Non-guarantor |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | subsidiaries | subsidiaries | Eliminations | Consolidated |
|  |  |  | (in\tmillions) |  |  |
| Processing\tand\tservices\trevenues | $— | $4,367.9 | $1,257.7 | $— | $5,625.6 |
| Operating\texpenses | 174.8 | 3,286.3 | 1,115.0 | — | 4,576.1 |
| Operating\tincome | (174.8) | 1,081.6 | 142.7 | — | 1,049.5 |
| Other\tincome\t(expense): |  |  |  |  |  |
| Interest\texpense,\tnet | (245.1) | (1.4) | (12.3) | — | (258.8) |
| Other\tincome\t(expense) | (40.0) | 5.0 | (28.7) | — | (63.7) |
| Net\tearnings\t(loss)\tof\tequity\taffiliates | 792.4 | — | — | (792.4) | — |
| Total\tother\tincome\t(expense) | 507.3 | 3.6 | (41.0) | (792.4) | (322.5) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 332.5 | 1,085.2 | 101.7 | (792.4) | 727.0 |
| Provision\tfor\tincome\ttaxes | (162.1) | 376.5 | 18.0 | — | 232.4 |
| Net\tearnings\t(loss)\tfrom\tcontinuing\toperations | 494.6 | 708.7 | 83.7 | (792.4) | 494.6 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (13.5) | 10.7 | (24.2) | 13.5 | (13.5) |
| Net\tearnings\t(loss) | 481.1 | 719.4 | 59.5 | (778.9) | 481.1 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterest | (11.5) | 0.6 | (12.1) | 11.5 | (11.5) |
| Net\tearnings\t(loss)\tattributable\tto\tFIS\tcommon\tstockholders | $469.6 | $720.0 | $47.4 | $(767.4) | $469.6 |
|  | $478.7 | $721.4 | $(8.6) | $(773.5) | $418.0 |

|  |  | Guarantor | Non-guarantor |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | subsidiaries | subsidiaries | Eliminations | Consolidated |
|  |  |  | (in\tmillions) |  |  |
| Processing\tand\tservices\trevenues | $83.3 | $4,223.1 | $878.5 | $(39.3) | $5,145.6 |
| Operating\texpenses | 297.9 | 3,194.5 | 909.5 | (39.3) | 4,362.6 |
| Operating\tincome | (214.6) | 1,028.6 | (31.0) | — | 783.0 |
| Other\tincome\t(expense): |  |  |  |  |  |
| Interest\texpense,\tnet | (167.3) | (2.7) | (3.4) | — | (173.4) |
| Other\tincome\t(expense) | 9.2 | (14.7) | (6.0) | — | (11.5) |
| Net\tearnings\t(loss)\tof\tequity\taffiliates | 619.0 | — | — | (619.0) | — |
| Total\tother\tincome\t(expense) | 460.9 | (17.4) | (9.4) | (619.0) | (184.9) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 246.3 | 1,011.2 | (40.4) | (619.0) | 598.1 |
| Provision\tfor\tincome\ttaxes | (143.4) | 374.0 | (22.2) | — | 208.4 |
| Net\tearnings\t(loss)\tfrom\tcontinuing\toperations | 389.7 | 637.2 | (18.2) | (619.0) | 389.7 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (31.8) | 11.3 | (43.1) | 31.8 | (31.8) |
| 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 |
| Comprehensive\tearnings\t(loss)\tattributable\tto\tFIS | $456.6 | $642.9 | $(62.6) | $(626.7) | $410.2 |

|  |  | Guarantor | Non-guarantor |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | subsidiaries | subsidiaries | Eliminations | Consolidated |
|  |  |  | (in\tmillions) |  |  |
| Cash\tflows\tfrom\toperating\tactivities | $(243.2) | $1,071.1 | $206.1 | $12.7 | $1,046.7 |
| Cash\tflows\tfrom\tinvesting\tactivities | (2.0) | 74.4 | (95.6) | — | (23.2) |
| Cash\tflows\tfrom\tfinancing\tactivities | 244.1 | (1,082.0) | (70.2) | (12.7) | (920.8) |
| Effect\tof\tforeign\tcurrency\texchange\trates\ton\tcash | — | — | (0.6) | — | (0.6) |
| Net\tincrease\t(decrease)\tin\tcash | $(1.1) | $63.5 | $39.7 | $— | $102.1 |

|  |  | Guarantor | Non-guarantor |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | subsidiaries | subsidiaries | Eliminations | Consolidated |
|  |  |  | (in\tmillions) |  |  |
| Cash\tflows\tfrom\toperating\tactivities | $(209.8) | $1,208.0 | $198.8 | $(25.5) | $1,171.5 |
| Cash\tflows\tfrom\tinvesting\tactivities | (20.8) | (239.3) | (39.1) | — | (299.2) |
| Cash\tflows\tfrom\tfinancing\tactivities | 242.4 | (967.1) | (85.5) | 25.5 | (784.7) |
| Effect\tof\tforeign\tcurrency\texchange\trates\ton\tcash | — | — | (10.1) | — | (10.1) |
| Net\tincrease\t(decrease)\tin\tcash | $11.8 | $1.6 | $64.1 | $— | $77.5 |

|  |  | Guarantor | Non-guarantor |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | FIS | subsidiaries | subsidiaries | Eliminations | Consolidated |
|  |  |  | (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) |

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

As	of	and	for	the	year	ended	December	31,	2012	(in	millions):

|  | FSG | PSG | ISG | Corporate<br>and	Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues | $2,246.4 | $2,380.6 | $1,180.5 | $0.1 | $5,807.6 |
| Operating\texpenses | 1,530.2 | 1,499.4 | 978.3 | 720.5 | 4,728.4 |
| Operating\tincome | $716.2 | $881.2 | $202.2 | $(720.4) | 1,079.2 |
| Other\tincome\t(expense)\tunallocated |  |  |  |  | (248.0) |
| Income\tfrom\tcontinuing\toperations |  |  |  |  | $831.2 |
| Depreciation\tand\tamortization | $168.0 | $86.8 | $73.1 | $294.9 | $622.8 |
| Capital\texpenditures | $186.7 | $47.6 | $50.7 | $12.4 | $297.4 |
| Total\tassets | $5,256.0 | $4,806.1 | $1,841.0 | $1,642.9 | $13,546.0 |
| Goodwill | $3,949.0 | $3,833.2 | $599.3 | $— | $8,381.5 |

|  | FSG | PSG | ISG | Corporate<br>and	Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Processing\tand\tservices\trevenues | $2,076.8 | $2,372.1 | $1,177.6 | $(0.9) | $5,625.6 |
| Operating\texpenses | 1,396.5 | 1,549.4 | 990.0 | 640.2 | 4,576.1 |
| Operating\tincome | $680.3 | $822.7 | $187.6 | $(641.1) | 1,049.5 |
| Other\tincome\t(expense)\tunallocated |  |  |  |  | (322.5) |
| Income\tfrom\tcontinuing\toperations |  |  |  |  | $727.0 |
| Depreciation\tand\tamortization | $160.8 | $85.2 | $82.3 | $292.6 | $620.9 |
| Capital\texpenditures | $219.3 | $61.4 | $43.8 | $7.2 | $331.7 |
| Total\tassets | $5,175.3 | $4,911.3 | $1,857.3 | $1,926.4 | $13,870.3 |
| Goodwill | $3,908.5 | $4,038.8 | $595.5 | $— | $8,542.8 |

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 | $2,354.2 | $917.0 | $(16.4) | $5,145.6 |
| Operating\texpenses | 1,217.4 | 1,550.7 | 845.9 | 748.6 | 4,362.6 |
| Operating\tincome | $673.4 | $803.5 | $71.1 | $(765.0) | 783.0 |
| Other\tincome\t(expense)\tunallocated |  |  |  |  | (184.9) |
| Income\tfrom\tcontinuing\toperations |  |  |  |  | $598.1 |
| 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 | $1,827.8 | $2,375.7 | $14,155.2 |
| Goodwill | $3,899.3 | $4,054.2 | $596.5 | $— | $8,550.0 |

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,	and	complementary	applications	and	services	that	interact	directly	with the	core	processing	applications.	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.	Additionally,	our	Capco	subsidiary	provides strategic	integrated	consulting,	technology	and	complex,	large-scale	transformation	services.

PSG	provides	a	comprehensive	set	of	software	and	services	for	EFT,	network,	card	processing,	image,	bill	payment	and	government	solutions	for	North	America. PSG	is	focused	on	servicing	the	payment	and	EFT	needs	of	North	American	headquartered	banks	and	credit	unions	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	(Note	6)	and	the	international	operations	of	Capco.	Customers	in	Brazil,	Germany	and	the	United	Kingdom	accounted	for	the	majority	of the	revenues	from	non-U.S.	based	customers	for	all	periods	presented.	Included	in	this	segment	are	long-term	assets,	excluding	goodwill	and	other	intangible	assets, located	outside	of	the	United	States	totaling	$371.6	million,	$401.2	million	and	$452.9	million	as	of	December	31,	2012,	2011	and	2010,	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	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.

During	2012,	the	Company	recorded	compensation	charges	of	$43.2	million	in	payments	and	accelerated	vesting	of	certain	stock	option	and	restricted	stock	grants triggered	by	changes	in	responsibility	or	separation	from	the	Company	of	certain	executives.	These	charges	are	included	in	selling,	general	and	administrative	expenses in	the	Corporate	and	Other	segment.

The	Company	incurred	a	loss	of	approximately	$13.0	million	during	the	first	quarter	of	2011	related	to	unauthorized	activities	on	our	Sunrise	card-processing platform,	as	previously	disclosed	in	the	Company's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2011.	The	loss	was	recorded	in	the	Corporate	and Other	segment.

# (20)					Other	Equity	Programs	and	Stock	Rights

# Stock	Purchase	Rights

As	of	the	Metavante	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	Metavante	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	$0.01	per	share	("Net	Settlement	Feature").	During	the	year	ended	December	31,	2012,	0.2	million shares	were	issued	relative	to	fourth	quarter	2011	and	first,	second	and	third	quarter	2012	activity.	During	the	year	ended	December	31,	2011,	0.2	million	shares	were issued	relative	to	fourth	quarter	2010	and	first,	second	and	third	quarter	2011	activity.	During	the	year	ended	December	31,	2010,	0.7	million	shares	were	issued	relative to	fourth	quarter	2009	and	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,	2012,	approximately	1.3	million	employee	stock	options	remained	outstanding	that	were	subject	to	this	purchase	right;	therefore,	the right	will	permit	Warburg	Pincus	to	purchase,	at	most,	an	additional	0.4	million	shares.	As	of	February	15,	2013,	when	Warburg	Pincus	last	amended	their	Schedule 13D/A	filing	with	the	Securities	and	Exchange	Commission,	they	held	approximately	6.5%	of	the	outstanding	shares	of	FIS	common	stock.

# Share	Repurchase	Program

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

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

On	May	25,	2010,	our	Board	of	Directors	authorized	a	leveraged	recapitalization	plan	to	repurchase	up	to	$2.5	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	January	31,	2013,	FIS	announced	that	it	has	signed	a	definitive	agreement	to	acquire	the	remaining	interest	in	mFoundry,	Inc.,	a	leading	provider	of	mobile banking	and	payment	solutions	for	financial	institutions	and	retailers.	FIS	currently	holds	a	minority	interest	in	the	company.	Owning	the	underlying	technology	that enables	mobile	commerce	will	significantly	enhance	our	strategic	positioning	as	the	mobile	channel	continues	to	expand,	and	will	enable	us	to	leverage	our	capabilities over	a	broader	customer	base.

FIS	anticipates	paying	approximately	$120	million	in	cash	to	acquire	the	remaining	outstanding	ownership	interest.	The	transaction,	subject	to	customary regulatory	approvals	and	contractual	closing	conditions,	is	expected	to	close	by	the	end	of	the	first	quarter.

# 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,	2012.	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	Consolidated	Financial	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.

4.4 Indenture,	dated	as	of	July	16,	2010,	among	FIS,	as	issuer,	the	subsidiaries	of	FIS	listed	on	the	signature	page	thereto,	as	guarantors,	and	The	Bank	of	New York	Mellon	Trust	Company,	N.A.,	a	national	banking	corporation,	as	trustee	(incorporated	by	reference	to	Exhibit	4.1	to	Current	Report	on	Form	8-K	filed on	July	20,	2010).

10.11 Form	of	Certegy	Inc.	Non-Qualified	Stock	Option	Agreement	(incorporated	by	reference	to	Exhibit	10.47	to	Annual	Report	on	Form	10-K	filed	on March	11,	2005).(1)

10.29 Form	of	Metavante	Non-Statutory	Stock	Option	Award	-	Certificate	of	Award	Agreement	for	grants	made	between	November	2007	and	October	2008 (incorporated	by	reference	to	Exhibit	10.10(a)	to	Metavante's	Current	Report	on	Form	8-K	filed	on	November	6,	2007).(1)

10.30 Form	of	Metavante	Non-Statutory	Stock	Option	Award	-	Certificate	of	Award	Agreement	for	grants	made	in	November	2008	(incorporated	by	reference	to Exhibit	10.10(b)	to	Metavante's	Annual	Report	on	Form	10-K	filed	on	February	20,	2009).(1)

10.42 Second	Amended	and	Restated	Employment	Agreement,	dated	as	of	September	30,	2009,	by	and	among	Fidelity	National	Information	Services,	Inc.	and William	P.	Foley,	II	(incorporated	by	reference	to	Exhibit	10.10	to	Current	Report	on	Form	8-K	filed	on	October	2,	2009)(1)

10.43 Letter	Agreement	dated	February	7,	2011	by	and	between	Fidelity	National	Information	Services,	Inc.	and	William	P.	Foley,	II	(1).

10.44 Employment	Agreement,	dated	as	of	March	31,	2009,	by	and	among	Fidelity	National	Information	Services,	Inc.	and	Frank	R.	Martire	(incorporated	by reference	to	Exhibit	10.1	to	Registration	Statement	on	Form	S-4/A	filed	on	July	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)

10.46 Relocation	Letter	Agreement,	dated	as	of	March	31,	2009,	from	Fidelity	National	Information	Services,	Inc.	to	Frank	R.	Martire	(incorporated	by	reference	to Exhibit	10.3	to	Registration	Statement	on	Form	S-4/A	filed	on	July	20,	2009).

10.47Amended	and	Restated	Employment	Agreement,	dated	as	of	December	29,	2009,	by	and	among	Fidelity	National	Information	Services,	Inc.	and	Gary	A. Norcross	(incorporated	by	reference	to	Exhibit	10.1	to	Current	Report	on	Form	8-K	filed	on	December	29,	2009).(1)

10.48Amendment	to	the	Employment	Agreement	by	and	between	Fidelity	National	Information	Services,	Inc.	and	Michael	D.	Hayford	(incorporated	by	reference to	Exhibit	10.2	to	Current	Report	on	Form	8-K	filed	on	December	3,	2009).(1)

10.49Relocation	Letter	Agreement,	dated	as	of	March	31,	2009,	from	Fidelity	National	Information	Services,	Inc.	to	Michael	D.	Hayford	(incorporated	by	reference to	Exhibit	10.4	to	Registration	Statement	on	Form	S-4/A	filed	on	July	20,	2009).

10.50Employment	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)

# Exhibit

# No. Description

10.51Amended	and	Restated	Employment	Agreement	dated	December	16,	2009	by	and	between	Fidelity	National	Information	Services,	Inc.	and	Michael	L. Gravelle	(incorporated	by	reference	to	Exhibit	10.61	to	Annual	Report	on	Form	10-K	filed	on	February	26,	2010)	(1)

10.52Employment	Agreement,	dated	as	of	October	1,	2009,	by	and	among	Fidelity	National	Information	Services,	Inc.	and	James	W.	Woodall	(incorporated	by reference	to	Exhibit	10.13	to	Current	Report	on	Form	8-K	filed	on	October	2,	2009).(1)

10.53Debt	Exchange	and	Joinder	Agreement,	dated	as	of	October	1,	2009,	by	and	among	Fidelity	National	Information	Services,	Inc.,	Metavante	Holdings,	LLC, Metavante	Corporation,	Fidelity	National	Information	Services,	Inc.,	as	loan	purchaser,	each	lender	listed	on	Schedule	I	thereto,	JPMorgan	Chase	Bank,	N.A., as	administrative	agent	under	the	FNIS	Credit	Agreement	(as	defined	therein)	and	JPMorgan	Chase	Bank,	N.A.,	as	administrative	agent	under	the	Metavante Credit	Agreement	(as	defined	therein)	(incorporated	by	reference	to	Exhibit	10.3	to	Current	Report	on	Form	8-K	filed	on	October	2,	2009).

10.54Joinder	Agreement,	dated	as	of	July	16,	2010,	by	and	among	FIS,	each	joinder	lender	listed	on	the	signature	pages	thereto	and	JPMorgan	Chase	Bank,	N.A.,	as Administrative	Agent	(incorporated	by	reference	to	Exhibit	10.1	to	Current	Report	on	Form	8-K	filed	on	July	20,	2010).

10.55Third	Amendment	and	Restatement	Agreement	dated	as	of	March	30,	2012	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.,	and	Wells	Fargo	Bank,	National Association,	as	Swing	Line	Lender,	including	the	Amended	and	Restated	Credit	Agreement	dated	as	of	January	18,	2007,	and	amended	and	restated	as	of	June 29,	2010,	further	amended	and	restated	as	of	December	19,	2011	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.,	and	Wells	Fargo	Bank,	National Association	as	Swing	Line	Lenders	(incorporated	by	reference	to	Exhibit	10.1	to	Current	Report	on	Form	8-K	filed	on	March	30,	2012).

10.56Tax	Disaffiliation	Agreement,	dated	as	of	October	23,	2006,	by	and	among	Fidelity	National	Financial,	Inc.,	Fidelity	National	Title	Group,	Inc.	and	Fidelity National	Information	Services,	Inc.	(incorporated	by	reference	to	Exhibit	99.1	to	Current	Report	on	Form	8-K	filed	on	October	27,	2006).

10.57Cross-Indemnity	Agreement,	dated	as	of	October	23,	2006	by	and	between	Fidelity	National	Information	Services,	Inc.	and	Fidelity	National	Title	Group,	Inc. (incorporated	by	reference	to	Exhibit	99.2	to	Current	Report	on	Form	8-K	filed	on	October	27,	2006).

10.58Form	of	Restricted	Stock	Award	issued	under	Fidelity	National	Information	Services,	Inc.	2008	Omnibus	Incentive	Plan	-	Certificate	of	Award	Agreement	for grants	made	in	April	and	October	2010	(incorporated	by	reference	to	Exhibit	10.61	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.59Form	of	Performance	Restricted	Stock	Award	issued	under	Fidelity	National	Information	Services,	Inc.	2008	Omnibus	Incentive	Plan	-	Certificate	of	Award Agreement	for	grants	made	in	July	2010	(incorporated	by	reference	to	Exhibit	10.62	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.60Form	of	Performance	Restricted	Stock	Award	issued	under	Fidelity	National	Information	Services,	Inc.	2008	Omnibus	Incentive	Plan	-	Certificate	of	Award Agreement	for	grants	made	in	July	2010	(incorporated	by	reference	to	Exhibit	10.63	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.61Form	of	Performance	Share	Award	issued	under	Fidelity	National	Information	Services,	Inc.	2008	Omnibus	Incentive	Plan	-	Certificate	of	Award	Agreement for	grants	made	in	July	2010	(incorporated	by	reference	to	Exhibit	10.64	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.62Form	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	(incorporated	by	reference	to	Exhibit	10.65	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.63Form	of	Stock	Option	grant	issued	under	Fidelity	National	Information	Services,	Inc.	2008	Omnibus	Incentive	Plan	-	Certificate	of	Option	Agreement	for grants	made	in	April,	June,	September	and	October	2010	(incorporated	by	reference	to	Exhibit	10.66	to	Annual	Report	on	Form	10-K	filed	February	25,	2011) (1).

10.64Form	of	Restricted	Stock	Award	issued	under	Amended	and	Restate	Metavante	2007Equity	Incentive	Plan	-	Certificate	of	Award	Agreement	for	grants	made in	October	2010	(incorporated	by	reference	to	Exhibit	10.67	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.65Form	of	Performance	Restricted	Stock	Award	issued	under	the	Amended	and	Restated	Metavante	2007	Equity	Incentive	Plan	-	Certificate	of	Award Agreement	for	grants	made	in	July	2010	(incorporated	by	reference	to	Exhibit	10.68	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.66Form	of	Performance	Share	Award	Agreement	issued	under	the	Amended	and	Restate	Metavante	2007	Equity	Incentive	Plan	-	Certificate	of	Award Agreement	for	grants	made	in	July	2010(incorporated	by	reference	to	Exhibit	10.69	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.67Form	of	Stock	Option	grant	issued	under	Amended	and	Restated	Metavante	2007	Equity	Incentive	Plan	-	Certificate	of	Option	Agreement	for	grants made	in	October	2010	(incorporated	by	reference	to	Exhibit	10.70	to	Annual	Report	on	Form	10-K	filed	February	25,	2011)	(1).

10.68 Second	Amendment,	Restatement	and	Joinder	Agreement,	dated	as	of	December	19,	2011,	by	and	among	FIS,	each	lender	party	thereto	and	the Administrative	Agent,	together	with	its	Schedule	and	Annex,	including	the	Second	Amended	and	Restated	Credit	Agreement	dated	as	of	January	18, 2007,	amended	and	restated	as	of	June	29,	2010,	supplemented	by	the	Joinder	Agreement	dated	as	of	July	16,	2010,	and	further	amended	and	restated	as of	December	19,	2011	(incorporated	by	reference	to	Exhibit	10.1	to	Current	Report	on	form	8-K	filed	on	December	19,	2011).

10.69 Conversion	Agreements,	each	dated	as	of	December	19,	2011,	by	and	among	FIS,	the	respective	lenders	party	thereto,	and	the	Administrative	Agent (incorporated	by	reference	to	Exhibit	10.2	to	Current	Report	on	form	8-K	filed	on	December	19,	2011).

10.70 Extension	Agreements,	each	dated	as	of	December	19,	2011,	by	and	among	FIS,	the	respective	lenders	party	thereto,	and	the	Administrative Agent(incorporated	by	reference	to	Exhibit	10.3	to	Current	Report	on	form	8-K	filed	on	December	19,	2011).

10.71 Commitment	Increase	and	Joinder	Agreement,	dated	as	of	December	19,	2011,	by	and	among	FIS,	the	respective	lenders	party	thereto,	and	the Administrative	Agent,	JPMorgan	Chase	Bank,	N.A.,	as	Swing	Line	Lender	and	L/C	Issuer,	and	Bank	of	America,	N.A.,	as	Swing	Line	Lender (incorporated	by	reference	to	Exhibit	10.4	to	Current	Report	on	form	8-K	filed	on	December	19,	2011).

10.72 Fidelity	National	Information	Services,	Inc.	2008	Omnibus	Incentive	Plan,	effective	as	of	May	29,	2008	(incorporated	by	reference	to	Annex	A	to Definitive	Proxy	Statement	on	Schedule	14A	filed	on	April	15,	2008)	(1).

10.73 Capco	New	Revenue	Incentive	Program	for	Executive	Officers	(incorporated	by	reference	to	Exhibit	10.77	to	Annual	Report	on	Form	10-K	filed February	24,	2012)	(1).

10.74 Form	of	2011	Award	Agreement	for	Capco	New	Revenue	Incentive	Program	for	Executive	Officers	(incorporated	by	reference	to	Exhibit	10.78	to Annual	Report	on	Form	10-K	filed	February	24,	2012)	(1).

10.75 Acceleration,	Change	of	Role	and	Non-Competition	Agreement,	dated	as	of	March	30,	2012,	by	and	among	Fidelity	National	Information	Services,	Inc., and	William	P.	Foley	II	(incorporated	by	reference	to	Exhibit	10.1	to	Quarterly	Report	on	Form	10-Q	filed	on	May	4,	2012)	(1).

10.76 Amended	and	Restated	Employment	Agreement,	dated	as	of	March	30,	2012,	by	and	among	Fidelity	National	Information	Services,	Inc.,	and	Brent	B. Bickett	(incorporated	by	reference	to	Exhibit	10.2	to	Quarterly	Report	on	Form	10-Q	filed	on	May	4,	2012)	(1).

10.77 Amendment	No.	1	to	Employment	Agreement,	dated	as	of	March	30,	2012,	by	and	among	Fidelity	National	Information	Services,	Inc.,	and	Frank	R. Martire	(incorporated	by	reference	to	Exhibit	10.3	to	Quarterly	Report	on	Form	10-Q	filed	on	May	4,	2012)	(1).

10.78 Amendment	No.	1	to	Amended	and	Restated	Employment	Agreement,	dated	as	of	March	30,	2012,	by	and	among	Fidelity	National	Information Services,	Inc.,	and	Gary	A.	Norcross	(incorporated	by	reference	to	Exhibit	10.4	to	Quarterly	Report	on	Form	10-Q	filed	on	May	4,	2012)	(1).

10.79Separation,	NonCompetition	and	Release	Agreement,	dated	December	10,	2012,	by	and	among	Fidelity	National	Information	Services,	Inc.	and	Michael D.	Hayford	(1).

10.80 Amendment	To	Employment	Agreement,	dated	as	of	January	29,	2013,	by	and	among	Fidelity	National	Information	Services,	Inc.,	and	Greg	P.	Schaffer (1).

10.81 Employment	Agreement,	dated	as	of	April	16,	2012,	by	and	among	Fidelity	National	Information	Services,	Inc.,	and	Gregory	G.	Montana	(1).

10.82 Amendment	No.	2	to	Employment	Agreement,	dated	as	of	January	29,	2013,	by	and	among	Fidelity	National	Information	Services,	Inc.,	and	Michael	P. Oates	(1).

10.83 Amended	and	Restated	Employment	Agreement,	dated	as	of	January	29,	2013,	by	and	among	Fidelity	National	Information	Services,	Inc.,	and	Michael L.	Gravelle	(1).

21.1Subsidiaries	of	the	Registrant.

23.1Consent	of	Independent	Registered	Public	Accounting	Firm	(KPMG	LLP).

31.1Certification	of	Frank	R.	Martire,	Chief	Executive	Officer	of	Fidelity	National	Information	Services,	Inc.,	pursuant	to	rule	13a-14(a)	or	15d-14(a)	of	the Exchange	Act,	as	adopted	pursuant	to	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

31.2Certification	of	Michael	D.	Hayford,	Chief	Financial	Officer	of	Fidelity	National	Information	Services,	Inc.,	pursuant	to	rule	13a-14(a)	or	15d-14(a)	of the	Exchange	Act,	as	adopted	pursuant	to	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

Description

32.1Certification	of	Frank	R.	Martire,	Chief	Executive	Officer	of	Fidelity	National	Information	Services,	Inc.,	pursuant	to

32.2Certification	of	Michael	D.	Hayford,	Chief	Financial	Officer	of	Fidelity	National	Information	Services,	Inc.,	pursuant to	18	U.S.C.	Section	1350,	as	adopted	pursuant	to	Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

99.1Investment	Agreement,	dated	as	of	March	31,	2009,	by	and	between	Fidelity	National	Information	Services,	Inc.	and the	investors	party	thereto	(incorporated	by	reference	to	Exhibit	99.1	to	Registration	Statement	on	Form	S-4	filed	on May	4,	2009).

99.2Shareholders	Agreement,	dated	as	of	March	31,	2009,	by	and	among	Fidelity	National	Information	Services,	Inc.,

WPM,	L.P.	(incorporated	by	reference	to	Exhibit	99.3	to	the	Registration	Statement	on	Form	S-4	filed	May	4,	2009).

99.3Stock	Purchase	Right	Agreement,	dated	as	of	March	31,	2009,	among	Fidelity	National	Information	Services,	Inc.,

(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

Chairman	of	the	Board	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.

| Date: | February	26,	2013 | By: | /s/		WILLIAM	P.	FOLEY,	II |
| :--- | :--- | :--- | :--- |
|  |  |  | William\tP.\tFoley,\tII |
|  |  |  | Vice\tChairman\tof\tthe\tBoard |
| Date: | February\t26,\t2013 | By: | /s/\t\tFRANK\tR.\tMARTIRE |
|  |  |  | Frank\tR.\tMartire |
|  |  |  | Chairman\tof\tthe\tBoard\tand\tChief\tExecutive\tOfficer; |
|  |  |  | Director\t(Principal\tExecutive\tOfficer) |
| Date: | February\t26,\t2013 | By: | /s/\t\tMICHAEL\tD.\tHAYFORD |
|  |  |  | Michael\tD.\tHayford |
|  |  |  | Corporate\tExecutive\tVice\tPresident\tand |
|  |  |  | Chief\tFinancial\tOfficer\t(Principal\tFinancial\tOfficer) |
| Date: | February\t26,\t2013 | By: | /s/\t\tJAMES\tW.\tWOODALL |
|  |  |  | James\tW.\tWoodall |
|  |  |  | Senior\tVice\tPresident\tand\tChief\tAccounting\tOfficer |
|  |  |  | (Principal\tAccounting\tOfficer) |
| Date: | February\t26,\t2013 | By: | /s/\t\tTHOMAS\tM.\tHAGERTY |
|  |  |  | Thomas\tM.\tHagerty, |
|  |  |  | Director |
| Date: | February\t26,\t2013 | By: | /s/\t\tKEITH\tW.\tHUGHES |


what was the percentage change in the impact of the euro on earnings from 2011 to 2012?