FIS Reports Fourth Quarter and Full-Year 2022 Results
FIS reported a 1% revenue growth for Q4 2022, totaling approximately $3.7 billion. However, it faced significant challenges, including a non-cash goodwill impairment charge of $17.6 billion linked to its Merchant Solutions unit, resulting in a diluted EPS of $(29.28). Adjusted EPS decreased 11% to $1.71. Full-year revenue increased 5% to $14.5 billion, with an adjusted EPS of $6.65, a 2% increase. The company plans a tax-free spin-off of its Merchant Solutions business and aims to enhance efficiencies through its Enterprise Transformation Program, targeting $1.25 billion in cash savings by 2024.
- Full-year 2022 revenue grew 5% to $14.5 billion.
- Adjusted EPS increased 2% to $6.65 for full-year 2022.
- The company plans a tax-free spin-off of its Merchant Solutions business.
- Enterprise Transformation Program targets $1.25 billion in cash savings by 2024.
- Fourth quarter GAAP diluted EPS was $(29.28), a significant loss.
- Non-cash goodwill impairment charge of $17.6 billion related to Merchant Solutions.
- Q4 Adjusted EPS decreased by 11% to $1.71.
- Adjusted EBITDA margin contracted by 320 bps to 43.2%.
-
Fourth quarter revenue grew
1% , and full-year 2022 revenue grew5% -
Fourth quarter GAAP Diluted EPS was
, and fourth quarter Adjusted EPS decreased$(29.28) 11% to$1.71 -
Full-year 2022 GAAP Diluted EPS was
, and full-year 2022 Adjusted EPS increased$(27.68) 2% to$6.65 - Announces first quarter and full-year 2023 outlook
- Provides update on previously announced Enterprise Transformation Program
- Separately announces plans to pursue a tax-free spin-off of Merchant Solutions business
-
Recorded non-cash goodwill impairment charge of
related to Merchant Solutions reporting unit$17.6 billion
"We delivered fourth quarter results consistent with our expectations in our Banking and Capital Markets businesses. Revenues and margins in our Merchant Solutions business came under slightly more pressure than anticipated as a result of increasing recessionary impacts in the
Fourth Quarter 2022
On a GAAP basis, consolidated revenue increased
On an organic basis, revenue increased
($ millions, except per share data, unaudited) |
|
Three Months Ended |
|||||||||||||
|
|
|
|
|
|
% |
|
Constant |
|
Organic |
|
||||
|
|
2022 |
|
2021 |
|
Change |
|
Currency |
|
Growth |
|
||||
Revenue |
|
$ |
3,714 |
|
|
$ |
3,672 |
|
|
|
|
|
|
|
|
Banking Solutions |
|
1,717 |
|
|
1,667 |
|
|
|
|
|
|
|
|
||
Merchant Solutions |
|
1,178 |
|
|
1,193 |
|
|
(1)% |
|
|
|
|
|
||
Capital Market Solutions |
|
771 |
|
|
716 |
|
|
|
|
|
|
|
|
||
Corporate and Other |
|
|
48 |
|
|
|
96 |
|
|
(50)% |
|
(48)% |
|
|
|
Adjusted EBITDA |
|
$ |
1,605 |
|
|
$ |
1,705 |
|
|
(6)% |
|
|
|
|
|
Adjusted EBITDA Margin |
|
|
43.2 |
% |
|
|
46.4 |
% |
|
(320) bps |
|
|
|
|
|
Net earnings (loss) attributable to FIS common stockholders (GAAP) |
|
$ |
(17,365 |
) |
|
$ |
291 |
|
|
* |
|
|
|
|
|
Diluted EPS (GAAP) |
|
$ |
(29.28 |
) |
|
$ |
0.47 |
|
|
* |
|
|
|
|
|
Adjusted net earnings |
|
$ |
1,019 |
|
|
$ |
1,179 |
|
|
(14)% |
|
|
|
|
|
Adjusted EPS |
|
$ |
1.71 |
|
|
$ |
1.92 |
|
|
(11)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Indicates comparison not meaningful |
Full-Year 2022
On a GAAP basis, consolidated revenue increased
On an organic basis, revenue increased
($ millions, except per share data, unaudited) |
|
Twelve Months Ended |
|||||||||||||
|
|
|
|
|
|
% |
|
Constant |
|
Organic |
|
||||
|
|
2022 |
|
2021 |
|
Change |
|
Currency |
|
Growth |
|
||||
Revenue |
|
$ |
14,528 |
|
|
$ |
13,877 |
|
|
|
|
|
|
|
|
Banking Solutions |
|
6,706 |
|
|
6,396 |
|
|
|
|
|
|
|
|
||
Merchant Solutions |
|
4,773 |
|
|
4,496 |
|
|
|
|
|
|
|
|
||
Capital Market Solutions |
|
2,763 |
|
|
2,624 |
|
|
|
|
|
|
|
|
||
Corporate and Other |
|
|
286 |
|
|
|
361 |
|
|
(21)% |
|
(19)% |
|
|
|
Adjusted EBITDA |
|
$ |
6,195 |
|
|
$ |
6,117 |
|
|
|
|
|
|
|
|
Adjusted EBITDA Margin |
|
|
42.6 |
% |
|
|
44.1 |
% |
|
(150) bps |
|
|
|
|
|
Net earnings (loss) attributable to FIS common stockholders (GAAP) |
|
$ |
(16,720 |
) |
|
$ |
417 |
|
|
* |
|
|
|
|
|
Diluted EPS (GAAP) |
|
$ |
(27.68 |
) |
|
$ |
0.67 |
|
|
* |
|
|
|
|
|
Adjusted net earnings |
|
$ |
4,033 |
|
|
$ |
4,066 |
|
|
(1)% |
|
|
|
|
|
Adjusted EPS |
|
$ |
6.65 |
|
|
$ |
6.55 |
|
|
|
|
|
|
|
|
* Indicates comparison not meaningful |
Operating Segment Information
-
Banking Solutions:
Fourth quarter revenue increased by3% on a GAAP basis, and4% on an organic basis, as compared to the prior-year period to approximately primarily due to higher recurring revenue from payments volumes and professional services. Adjusted EBITDA margin contracted by 400 basis points as compared to the prior-year period to$1.7 billion 40.7% primarily driven by lower-margin revenue mix and cost inflation.
Full-year revenue increased by5% on a GAAP basis, and6% on an organic basis, as compared to the prior year to approximately primarily due to the ramp-up of several large contracts. Adjusted EBITDA margin contracted 230 basis points over the prior year to$6.7 billion 42.6% , primarily driven by lower-margin revenue mix and cost inflation.
-
Merchant Solutions:
Fourth quarter revenue decreased by1% on a GAAP basis, and increased1% on an organic basis as compared to the prior-year period to approximately primarily due to ongoing e-commerce strength. Adjusted EBITDA margin contracted by 450 basis points as compared to the prior-year period to$1.2 billion 47.8% primarily due to lower-margin revenue mix and cost inflation. In the quarter, global volume increased2% on a reported basis, and5% on a constant currency basis, as compared to the prior-year period to . US volume increased$580 billion 4% , and transactions increased3% , as compared to the prior-year period. Excluding the impact of a large PayFac client, global volume increased3% on a reported basis and6% on a constant currency basis, US volume increased5% , and transactions increased3% as compared to the prior-year period.
Full-year revenue increased by6% on a GAAP basis, and increased8% on an organic basis, as compared to the prior year to approximately primarily due to the global economic recovery from the COVID-19 pandemic and ongoing e-commerce strength. Adjusted EBITDA margin contracted by 300 basis points as compared to the prior year to$4.8 billion 47.3% primarily due to lower-margin revenue mix and cost inflation. For the year, global volume increased5% on a reported basis, and7% on a constant currency basis, as compared to the prior year to . US volume increased$2.2 trillion 6% and transactions increased4% as compared to the prior year. Excluding the impact of a large PayFac client, global volume increased5% on a reported basis and8% on a constant currency basis, US volume increased7% , and transactions increased4% as compared to the prior year.
Additional Merchant Disclosure
|
|
Three Months Ended |
||||||||||
|
|
|
|
|
|
% |
|
Constant |
||||
|
|
2022 |
|
2021 |
|
Change |
|
Currency |
||||
Revenue ($M) |
|
$ |
1,178 |
|
$ |
1,193 |
|
(1)% |
|
|
||
Global Volume1 ($B) |
|
$ |
580 |
|
$ |
568 |
|
|
|
|
||
US Volume1 ($B) |
|
$ |
440 |
|
$ |
425 |
|
|
|
|
||
Transactions2 (B) |
|
|
13 |
|
|
13 |
|
|
|
|
|
|
Twelve Months Ended |
||||||||||
|
|
|
|
|
|
% |
|
Constant |
||||
|
|
2022 |
|
2021 |
|
Change |
|
Currency |
||||
Revenue ($M) |
|
$ |
4,773 |
|
$ |
4,496 |
|
|
|
|
||
Global Volume1 ($B) |
|
$ |
2,200 |
|
$ |
2,104 |
|
|
|
|
||
US Volume1 ($B) |
|
$ |
1,659 |
|
$ |
1,564 |
|
|
|
|
||
Transactions2 (B) |
|
|
49 |
|
|
47 |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
1 Volume refers to the total dollar value of the transactions processed during the stated period. |
||||||||||||
2 Transaction refers to an instance of buying or selling a good or service in exchange for money. |
-
Capital Market Solutions:
Fourth quarter revenue increased by8% on a GAAP basis, and10% on an organic basis, as compared to the prior-year period to approximately primarily due to strong revenue growth from new sales momentum. Adjusted EBITDA margin expanded by 220 basis points over the prior-year period to$771 million 54.4% primarily due to strong software sales, continued expense management and operating leverage.
Full-year revenue increased by5% on a GAAP basis and7% on an organic basis as compared to the prior year to approximately primarily due to strong recurring revenue growth from new sales momentum. Adjusted EBITDA margin expanded by 140 basis points as compared to the prior year to$2.8 billion 49.8% primarily due to continued expense management and operating leverage.
-
Corporate and Other:
Fourth quarter revenue decreased by50% as compared to the prior-year period to primarily due to the divestitures of non-strategic businesses as well as client attrition in our non-strategic businesses. Adjusted EBITDA loss was$48 million , including$76 million of corporate expenses.$94 million
Full-year revenue decreased by21% as compared to the prior year to . Adjusted EBITDA loss was$286 million , including$292 million of corporate expenses.$365 million
Balance Sheet and Cash Flows
As of
On
Update on Enterprise Transformation Program
The Company is increasing its cash savings target as part of the previously announced Enterprise Transformation Program, now branded Future Forward, from
Planned Spin-Off of Merchant Solutions Business
In a separate press release issued today, FIS announced plans for a tax-free spin-off of its Merchant Solutions business. The planned separation will create two independent companies with enhanced strategic and operational focus and enable more tailored capital allocation and investment decisions to unlock growth. The Company expects the spin-off to be completed within the next 12 months.
First Quarter and Full-Year 2023 Guidance
($ millions, except share data) |
1Q 2023 |
|
FY 2023 |
Revenue |
|
|
|
Diluted EPS (GAAP) |
|
|
|
Adjusted EPS (Non-GAAP) |
|
|
|
Webcast
FIS will sponsor a live webcast of its conference call with the investment community to discuss earnings and the proposed spin-off beginning at
About FIS
FIS is a leading provider of technology solutions for financial institutions and businesses of all sizes and across any industry globally. We enable the movement of commerce by unlocking the financial technology that powers the world’s economy. Our employees are dedicated to advancing the way the world pays, banks and invests through our trusted innovation, system performance and flexible architecture. We help our clients use technology in innovative ways to solve business-critical challenges and deliver superior experiences for their customers. Headquartered in
To learn more, visit www.fisglobal.com. Follow FIS on Facebook, LinkedIn and Twitter (@FISGlobal).
FIS Use of Non-GAAP Financial Information
Generally Accepted Accounting Principles (GAAP) is the term used to refer to the standard framework of guidelines for financial accounting in
These non-GAAP measures include constant currency revenue, organic revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted net earnings, adjusted EPS, and free cash flow. These non-GAAP measures may be used in this release and/or in the attached supplemental financial information.
We believe these non-GAAP measures help investors better understand the underlying fundamentals of our business. As further described below, the non-GAAP revenue and earnings measures presented eliminate items management believes are not indicative of FIS’ operating performance. The constant currency and organic revenue growth measures adjust for the effects of exchange rate fluctuations, while organic revenue growth also adjusts for acquisitions and divestitures and excludes revenue from Corporate and Other, giving investors further insight into our performance. Finally, free cash flow provides further information about the ability of our business to generate cash. For these reasons, management also uses these non-GAAP measures in its assessment and management of FIS’ performance.
Constant currency revenue represents reported operating segment revenue excluding the impact of fluctuations in foreign currency exchange rates in the current period.
Organic revenue growth is constant currency revenue, as defined above, for the current period compared to an adjusted revenue base for the prior period, which is adjusted to add pre-acquisition revenue of acquired businesses for a portion of the prior year matching the portion of the current year for which the business was owned, and subtract pre-divestiture revenue for divested businesses for the portion of the prior year matching the portion of the current year for which the business was not owned, for any acquisitions or divestitures by FIS. When referring to organic revenue growth, revenues from our Corporate and Other segment, which is comprised of revenue from non-strategic businesses, are excluded.
Adjusted EBITDA reflects net earnings (loss) before interest, other income (expense), taxes, equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs, such as impairment expense, and other transactions that management deems non-operational in nature, or that otherwise improve the comparability of operating results across reporting periods by their exclusion. For 2021, it also excludes incremental and direct costs resulting from the COVID-19 pandemic. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, adjusted EBITDA, as it relates to our segments, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission’s Regulation G and Item 10(e) of Regulation S-K.
Adjusted EBITDA margin reflects adjusted EBITDA, as defined above, divided by revenue.
Adjusted net earnings excludes the impact of certain costs, such as impairment expense, and other transactions which management deems non-operational in nature, or that otherwise improve the comparability of operating results across reporting periods by their exclusion. These include, among others, the impact of acquisition-related purchase accounting amortization and equity method investment earnings (loss), both of which are recurring.
Adjusted EPS reflects adjusted net earnings, as defined above, divided by weighted average diluted shares outstanding.
Free cash flow reflects net cash provided by operating activities, adjusted for the net change in settlement assets and obligations and excluding certain transactions that are closely associated with non-operating activities or are otherwise non-operational in nature and not indicative of future operating cash flows, including incremental and direct costs resulting from the COVID-19 pandemic, less capital expenditures excluding capital expenditures related to the Company’s new headquarters. Free cash flow does not represent our residual cash flow available for discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures that are not deducted from the measure.
Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP measures. Further, FIS’ non-GAAP measures may be calculated differently from similarly titled measures of other companies. Reconciliations of these non-GAAP measures to related GAAP measures, including footnotes describing the specific adjustments, are provided in the attached schedules and in the Investor Relations section of the FIS website, www.fisglobal.com.
Forward-Looking Statements
This earnings release and today’s webcast contain “forward-looking statements” within the meaning of the
Actual results, performance or achievement could differ materially from these forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include the following, without limitation:
-
changes in general economic, business and political conditions, including those resulting from COVID-19 or other pandemics, a recession, intensified international hostilities, acts of terrorism, increased rates of inflation or interest, changes in either or both
the United States and international lending, capital and financial markets or currency fluctuations; - the risk of losses in the event of defaults by merchants (or other parties) to which we extend credit in our card settlement operations or in respect of any chargeback liability, either of which could adversely impact liquidity and results of operations;
- the risk that acquired businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated;
- the risk that cost savings and synergies anticipated to be realized from acquisitions may not be fully realized or may take longer to realize than expected;
- the risks of doing business internationally;
- the effect of legislative initiatives or proposals, statutory changes, governmental or applicable regulations and/or changes in industry requirements, including privacy and cybersecurity laws and 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 our solutions;
- the amount, declaration and payment of future dividends is at the discretion of our 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;
- the amount and timing of any future share repurchases is subject to, among other things, our share price, our other investment opportunities and cash requirements, our results of operations and financial condition, our future prospects and other factors that may be considered relevant by our Board of Directors and management;
- failures to adapt our solutions to changes in technology or in the marketplace;
- internal or external security breaches of our systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;
- the risk that implementation of software, including software updates, for customers or at customer locations or employee error in monitoring our software and platforms may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;
- uncertainties as to the timing of the potential separation of the Merchant Solutions business or whether it will be completed;
- risks associated with the impact, timing or terms of the proposed spin-off;
- risks associated with the expected benefits and costs of the proposed spin-off, including the risk that the expected benefits of the proposed spin-off will not be realized within the expected timeframe, in full or at all, and the risk that conditions to the proposed spin-off will not be satisfied and/or that the proposed spin-off will not be completed within the expected timeframe, on the expected terms or at all;
-
the expected qualification of the proposed spin-off as a tax-free transaction for
U.S. federal income tax purposes, including whether or not anIRS ruling will be obtained; - the risk that any consents or approvals required in connection with the proposed spin-off will not be received or obtained within the expected timeframe, on the expected terms or at all;
- risks associated with expected financing transactions undertaken in connection with the proposed spin-off and risks associated with indebtedness incurred in connection with the proposed spin-off, including the potential inability to access or reduced access to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade;
- the risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the proposed spin-off will exceed our estimates or otherwise adversely affect our business or operations;
- the impact of the proposed spin-off on our businesses and the risk that the proposed spin-off may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties;
- the reaction of current and potential customers to communications from us or regulators regarding information security, risk management, internal audit or other matters;
-
the risk that policies and resulting actions of the current administration in the
U.S. may result in additional regulations and executive orders, as well as additional regulatory and tax costs; -
competitive pressures on pricing related to the decreasing number of community banks in the
U.S. , the development of new disruptive technologies competing with one or more of our solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions we provide to many of our customers; - the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers;
- an operational or natural disaster at one of our major operations centers;
- failure to comply with applicable requirements of payment networks or changes in those requirements;
- fraud by merchants or bad actors; and
-
other risks detailed in the “Risk Factors” and other sections of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 , in our quarterly reports on Form 10-Q, in our current reports on Form 8-K and in our other filings with theSecurities 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.
Earnings Release Supplemental Financial Information
|
|
Exhibit A |
Condensed Consolidated Statements of Earnings (Loss) - Unaudited for the three months and years ended |
|
|
Exhibit B |
Condensed Consolidated Balance Sheets - Unaudited as of |
|
|
Exhibit C |
Condensed Consolidated Statements of Cash Flows - Unaudited for the years ended |
|
|
Exhibit D |
Supplemental Non-GAAP Financial Information - Unaudited for the three months and years ended |
|
|
Exhibit E |
Supplemental GAAP to Non-GAAP Reconciliations - Unaudited for the three months and years ended |
|
|
Exhibit F |
Supplemental GAAP to Non-GAAP Reconciliations on Guidance - Unaudited for the three months ending |
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) — UNAUDITED (In millions, except per share amounts) |
|||||||||||||||
Exhibit A |
|||||||||||||||
|
Three months ended |
|
Years ended |
||||||||||||
|
|
|
|
||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenue |
$ |
3,714 |
|
|
$ |
3,672 |
|
|
$ |
14,528 |
|
|
$ |
13,877 |
|
Cost of revenue |
|
2,196 |
|
|
|
2,251 |
|
|
|
8,820 |
|
|
|
8,682 |
|
Gross profit |
|
1,518 |
|
|
|
1,421 |
|
|
|
5,708 |
|
|
|
5,195 |
|
Selling, general and administrative expenses |
|
1,025 |
|
|
|
966 |
|
|
|
4,118 |
|
|
|
3,938 |
|
Asset impairments |
|
17,605 |
|
|
|
— |
|
|
|
17,709 |
|
|
|
202 |
|
Operating income (loss) |
|
(17,112 |
) |
|
|
455 |
|
|
|
(16,119 |
) |
|
|
1,055 |
|
Other income (expense): |
|
|
|
|
|
|
|
||||||||
Interest expense, net |
|
(109 |
) |
|
|
(46 |
) |
|
|
(275 |
) |
|
|
(214 |
) |
Other income (expense), net |
|
12 |
|
|
|
7 |
|
|
|
63 |
|
|
|
(52 |
) |
Total other income (expense), net |
|
(97 |
) |
|
|
(39 |
) |
|
|
(212 |
) |
|
|
(266 |
) |
Earnings (loss) before income taxes and equity method investment earnings (loss) |
|
(17,209 |
) |
|
|
416 |
|
|
|
(16,331 |
) |
|
|
789 |
|
Provision (benefit) for income taxes |
|
153 |
|
|
|
125 |
|
|
|
377 |
|
|
|
371 |
|
Equity method investment earnings (loss) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
Net earnings (loss) |
|
(17,362 |
) |
|
|
291 |
|
|
|
(16,708 |
) |
|
|
424 |
|
Net (earnings) loss attributable to noncontrolling interest |
|
(3 |
) |
|
|
— |
|
|
|
(12 |
) |
|
|
(7 |
) |
Net earnings (loss) attributable to FIS common stockholders |
$ |
(17,365 |
) |
|
$ |
291 |
|
|
$ |
(16,720 |
) |
|
$ |
417 |
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) per share-basic attributable to FIS common stockholders |
$ |
(29.28 |
) |
|
$ |
0.48 |
|
|
$ |
(27.68 |
) |
|
$ |
0.68 |
|
Weighted average shares outstanding-basic |
|
593 |
|
|
|
609 |
|
|
|
604 |
|
|
|
616 |
|
Net earnings (loss) per share-diluted attributable to FIS common stockholders |
$ |
(29.28 |
) |
|
$ |
0.47 |
|
|
$ |
(27.68 |
) |
|
$ |
0.67 |
|
Weighted average shares outstanding-diluted |
|
593 |
|
|
|
614 |
|
|
|
604 |
|
|
|
621 |
|
|
|||||||
|
Exhibit B |
||||||
|
|
|
|
||||
|
|
||||||
|
|
2022 |
|
|
|
2021 |
|
ASSETS |
|
|
|
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
2,188 |
|
|
$ |
2,010 |
|
Settlement assets |
|
5,855 |
|
|
|
4,020 |
|
Trade receivables, net |
|
3,699 |
|
|
|
3,772 |
|
Other receivables |
|
493 |
|
|
|
355 |
|
Prepaid expenses and other current assets |
|
583 |
|
|
|
551 |
|
Total current assets |
|
12,818 |
|
|
|
10,708 |
|
Property and equipment, net |
|
862 |
|
|
|
949 |
|
|
|
34,276 |
|
|
|
53,330 |
|
Intangible assets, net |
|
8,956 |
|
|
|
11,539 |
|
Software, net |
|
3,238 |
|
|
|
3,299 |
|
Other noncurrent assets |
|
2,048 |
|
|
|
2,137 |
|
Deferred contract costs, net |
|
1,080 |
|
|
|
969 |
|
Total assets |
$ |
63,278 |
|
|
$ |
82,931 |
|
|
|
|
|
||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Accounts payable, accrued and other liabilities |
$ |
2,754 |
|
|
$ |
2,864 |
|
Settlement payables |
|
6,752 |
|
|
|
5,295 |
|
Deferred revenue |
|
788 |
|
|
|
779 |
|
Short-term borrowings |
|
3,797 |
|
|
|
3,911 |
|
Current portion of long-term debt |
|
2,133 |
|
|
|
1,617 |
|
Total current liabilities |
|
16,224 |
|
|
|
14,466 |
|
Long-term debt, excluding current portion |
|
14,207 |
|
|
|
14,825 |
|
Deferred income taxes |
|
3,550 |
|
|
|
4,193 |
|
Other noncurrent liabilities |
|
1,891 |
|
|
|
1,915 |
|
Total liabilities |
|
35,872 |
|
|
|
35,399 |
|
|
|
|
|
||||
Redeemable noncontrolling interest |
|
180 |
|
|
|
174 |
|
|
|
|
|
||||
Equity: |
|
|
|
||||
FIS stockholders’ equity: |
|
|
|
||||
Preferred stock |
|
— |
|
|
|
— |
|
Common stock |
|
6 |
|
|
|
6 |
|
Additional paid in capital |
|
46,735 |
|
|
|
46,466 |
|
(Accumulated deficit) retained earnings |
|
(14,971 |
) |
|
|
2,889 |
|
Accumulated other comprehensive earnings (loss) |
|
(360 |
) |
|
|
252 |
|
|
|
(4,192 |
) |
|
|
(2,266 |
) |
Total FIS stockholders’ equity |
|
27,218 |
|
|
|
47,347 |
|
Noncontrolling interest |
|
8 |
|
|
|
11 |
|
Total equity |
|
27,226 |
|
|
|
47,358 |
|
Total liabilities, redeemable noncontrolling interest and equity |
$ |
63,278 |
|
|
$ |
82,931 |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED (In millions) |
|||||||
|
Exhibit C |
||||||
|
|
|
|
||||
|
Years ended |
||||||
|
|
2022 |
|
|
|
2021 |
|
Cash flows from operating activities: |
|
|
|
||||
Net earnings (loss) |
$ |
(16,708 |
) |
|
$ |
424 |
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: |
|
|
|
||||
Depreciation and amortization |
|
3,846 |
|
|
|
4,015 |
|
Amortization of debt issue costs |
|
31 |
|
|
|
30 |
|
Asset impairments |
|
17,709 |
|
|
|
202 |
|
Loss (gain) on sale of businesses, investments and other |
|
(53 |
) |
|
|
(227 |
) |
Loss on extinguishment of debt |
|
— |
|
|
|
528 |
|
Stock-based compensation |
|
215 |
|
|
|
383 |
|
Deferred income taxes |
|
(544 |
) |
|
|
(81 |
) |
Net changes in assets and liabilities, net of effects from acquisitions and foreign currency: |
|
|
|
||||
Trade and other receivables |
|
(155 |
) |
|
|
(552 |
) |
Settlement activity |
|
287 |
|
|
|
653 |
|
Prepaid expenses and other assets |
|
(319 |
) |
|
|
(526 |
) |
Deferred contract costs |
|
(479 |
) |
|
|
(453 |
) |
Deferred revenue |
|
21 |
|
|
|
23 |
|
Accounts payable, accrued liabilities and other liabilities |
|
88 |
|
|
|
391 |
|
Net cash provided by operating activities |
|
3,939 |
|
|
|
4,810 |
|
|
|
|
|
||||
Cash flows from investing activities: |
|
|
|
||||
Additions to property and equipment |
|
(268 |
) |
|
|
(320 |
) |
Additions to software |
|
(1,122 |
) |
|
|
(931 |
) |
Settlement of net investment hedge cross-currency interest rate swaps |
|
726 |
|
|
|
(24 |
) |
Acquisitions, net of cash acquired |
|
— |
|
|
|
(767 |
) |
Net proceeds from sale of businesses and investments |
|
50 |
|
|
|
370 |
|
Other investing activities, net |
|
241 |
|
|
|
(99 |
) |
Net cash provided by (used in) investing activities |
|
(373 |
) |
|
|
(1,771 |
) |
|
|
|
|
||||
Cash flows from financing activities: |
|
|
|
||||
Borrowings |
|
75,335 |
|
|
|
54,073 |
|
Repayment of borrowings and other financing obligations |
|
(74,410 |
) |
|
|
(53,440 |
) |
Debt issuance costs |
|
(23 |
) |
|
|
(74 |
) |
Net proceeds from stock issued under stock-based compensation plans |
|
57 |
|
|
|
121 |
|
|
|
(1,938 |
) |
|
|
(2,114 |
) |
Dividends paid |
|
(1,138 |
) |
|
|
(961 |
) |
Other financing activities, net |
|
(456 |
) |
|
|
(143 |
) |
Net cash provided by (used in) financing activities |
|
(2,573 |
) |
|
|
(2,538 |
) |
|
|
|
|
||||
Effect of foreign currency exchange rate changes on cash |
|
(463 |
) |
|
|
(248 |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
530 |
|
|
|
253 |
|
Cash, cash equivalents and restricted cash, beginning of year |
|
4,283 |
|
|
|
4,030 |
|
Cash, cash equivalents and restricted cash, end of year |
$ |
4,813 |
|
|
$ |
4,283 |
|
SUPPLEMENTAL NON-GAAP ORGANIC REVENUE GROWTH — UNAUDITED (In millions) |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Exhibit D |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Three months ended |
|||||||||||||||||||
|
2022 |
|
2021 |
|
|
|||||||||||||||
|
|
|
|
|
Constant |
|
|
|
Acquisition & |
|
|
|
|
|||||||
|
|
|
|
|
Currency |
|
|
|
Divestiture |
|
Adjusted |
|
Organic |
|||||||
|
Revenue |
|
FX |
|
Revenue |
|
Revenue |
|
Adjustment |
|
Base |
|
Growth (1) |
|||||||
Banking Solutions |
$ |
1,717 |
|
$ |
12 |
|
$ |
1,729 |
|
$ |
1,667 |
|
$ |
— |
|
$ |
1,667 |
|
4 |
% |
Merchant Solutions |
|
1,178 |
|
|
42 |
|
|
1,220 |
|
|
1,193 |
|
|
17 |
|
|
1,210 |
|
1 |
% |
Capital Market Solutions |
|
771 |
|
|
20 |
|
|
791 |
|
|
716 |
|
|
— |
|
|
716 |
|
10 |
% |
Corporate and Other |
|
48 |
|
|
2 |
|
|
50 |
|
|
96 |
|
|
— |
|
|
96 |
|
N/A |
|
Total |
$ |
3,714 |
|
$ |
76 |
|
$ |
3,790 |
|
$ |
3,672 |
|
$ |
17 |
|
$ |
3,689 |
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Years ended |
|||||||||||||||||||
|
2022 |
|
2021 |
|
|
|||||||||||||||
|
|
|
|
|
Constant |
|
|
|
Acquisition & |
|
|
|
|
|||||||
|
|
|
|
|
Currency |
|
|
|
Divestiture |
|
Adjusted |
|
Organic |
|||||||
|
Revenue |
|
FX |
|
Revenue |
|
Revenue |
|
Adjustment |
|
Base |
|
Growth (1) |
|||||||
Banking Solutions |
$ |
6,706 |
|
$ |
48 |
|
$ |
6,754 |
|
$ |
6,396 |
|
$ |
— |
|
$ |
6,396 |
|
6 |
% |
Merchant Solutions |
|
4,773 |
|
|
138 |
|
|
4,911 |
|
|
4,496 |
|
|
61 |
|
|
4,557 |
|
8 |
% |
Capital Market Solutions |
|
2,763 |
|
|
58 |
|
|
2,820 |
|
|
2,624 |
|
|
— |
|
|
2,624 |
|
7 |
% |
Corporate and Other |
|
286 |
|
|
7 |
|
|
294 |
|
|
361 |
|
|
— |
|
|
361 |
|
N/A |
|
Total |
$ |
14,528 |
|
$ |
251 |
|
$ |
14,779 |
|
$ |
13,877 |
|
$ |
61 |
|
$ |
13,938 |
|
7 |
% |
Amounts in table may not sum or calculate due to rounding. |
||||||||||||||||||||
(1) Total organic growth excludes Corporate and Other. |
SUPPLEMENTAL NON-GAAP CASH FLOW MEASURES — UNAUDITED (In millions) |
|||||||
Exhibit D (continued) |
|||||||
|
|
|
|
||||
|
Three months ended |
|
Year ended |
||||
|
|
|
|
||||
Net cash provided by operating activities |
$ |
1,140 |
|
|
$ |
3,939 |
|
Non-GAAP adjustments: |
|
|
|
||||
Acquisition, integration and other payments (1) |
|
106 |
|
|
|
573 |
|
Settlement activity |
|
(325 |
) |
|
|
(287 |
) |
Adjusted cash flows from operations |
|
921 |
|
|
|
4,225 |
|
Capital expenditures (2) |
|
(278 |
) |
|
|
(1,306 |
) |
Free cash flow |
$ |
643 |
|
|
$ |
2,919 |
|
|
Three months ended |
|
Year ended |
||||
|
|
|
|
||||
Net cash provided by operating activities |
$ |
961 |
|
|
$ |
4,810 |
|
Non-GAAP adjustments: |
|
|
|
||||
Acquisition, integration and other payments (1) |
|
139 |
|
|
|
523 |
|
Settlement activity |
|
75 |
|
|
|
(653 |
) |
Adjusted cash flows from operations |
|
1,175 |
|
|
|
4,680 |
|
Capital expenditures (2) |
|
(330 |
) |
|
|
(1,127 |
) |
Free cash flow |
$ |
845 |
|
|
$ |
3,553 |
|
Free cash flow reflects adjusted cash flows from operations less capital expenditures (additions to property and equipment and additions to software, excluding capital spend related to the construction of our new headquarters). Free cash flow does not represent our residual cash flows available for discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures that are not deducted from the measure. |
|
(1) |
Adjusted cash flows from operations and free cash flow for the three months and years ended |
|
|
(2) |
Capital expenditures for free cash flow exclude capital spend related to the construction of our new headquarters totaling |
SUPPLEMENTAL GAAP TO NON-GAAP RECONCILIATIONS — UNAUDITED (In millions, except per share amounts) |
||||||||||||||||
Exhibit E |
||||||||||||||||
|
|
Three months ended |
|
Years ended |
||||||||||||
|
|
|
|
|
||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) attributable to FIS common stockholders |
|
$ |
(17,365 |
) |
|
$ |
291 |
|
|
$ |
(16,720 |
) |
|
$ |
417 |
|
Provision (benefit) for income taxes |
|
|
153 |
|
|
|
125 |
|
|
|
377 |
|
|
|
371 |
|
Interest expense, net |
|
|
109 |
|
|
|
46 |
|
|
|
275 |
|
|
|
214 |
|
Other, net |
|
|
(9 |
) |
|
|
(7 |
) |
|
|
(51 |
) |
|
|
53 |
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss), as reported |
|
|
(17,112 |
) |
|
|
455 |
|
|
|
(16,119 |
) |
|
|
1,055 |
|
Depreciation and amortization, excluding purchase accounting amortization |
|
|
327 |
|
|
|
332 |
|
|
|
1,361 |
|
|
|
1,251 |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
||||||||
Purchase accounting amortization (1) |
|
|
599 |
|
|
|
701 |
|
|
|
2,485 |
|
|
|
2,764 |
|
Acquisition, integration and other costs (2) |
|
|
186 |
|
|
|
217 |
|
|
|
759 |
|
|
|
845 |
|
Asset impairments (3) |
|
|
17,605 |
|
|
|
— |
|
|
|
17,709 |
|
|
|
202 |
|
Adjusted EBITDA |
|
$ |
1,605 |
|
|
$ |
1,705 |
|
|
$ |
6,195 |
|
|
$ |
6,117 |
|
See notes to Exhibit E. |
SUPPLEMENTAL GAAP TO NON-GAAP RECONCILIATIONS — UNAUDITED (In millions, except per share amounts) |
||||||||||||||||
Exhibit E (continued) |
||||||||||||||||
|
|
Three months ended |
|
Years ended |
||||||||||||
|
|
|
|
|
||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) before income taxes and equity method investment earnings (loss) |
|
$ |
(17,209 |
) |
|
$ |
416 |
|
|
$ |
(16,331 |
) |
|
$ |
789 |
|
(Provision) benefit for income taxes |
|
|
(153 |
) |
|
|
(125 |
) |
|
|
(377 |
) |
|
|
(371 |
) |
Equity method investment earnings (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
Net (earnings) loss attributable to noncontrolling interest |
|
|
(3 |
) |
|
|
— |
|
|
|
(12 |
) |
|
|
(7 |
) |
Net earnings (loss) attributable to FIS common stockholders |
|
|
(17,365 |
) |
|
|
291 |
|
|
|
(16,720 |
) |
|
|
417 |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
||||||||
Purchase accounting amortization (1) |
|
|
599 |
|
|
|
701 |
|
|
|
2,485 |
|
|
|
2,764 |
|
Acquisition, integration and other costs (2) |
|
|
206 |
|
|
|
268 |
|
|
|
903 |
|
|
|
956 |
|
Asset impairments (3) |
|
|
17,605 |
|
|
|
— |
|
|
|
17,709 |
|
|
|
202 |
|
Non-operating (income) expense (4) |
|
|
(12 |
) |
|
|
(7 |
) |
|
|
(63 |
) |
|
|
52 |
|
Equity method investment (earnings) loss (5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6 |
) |
Tax rate change (6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
178 |
|
(Provision) benefit for income taxes on non-GAAP adjustments |
|
|
(14 |
) |
|
|
(74 |
) |
|
|
(281 |
) |
|
|
(497 |
) |
Total non-GAAP adjustments |
|
|
18,384 |
|
|
|
888 |
|
|
|
20,753 |
|
|
|
3,649 |
|
Adjusted net earnings |
|
$ |
1,019 |
|
|
$ |
1,179 |
|
|
$ |
4,033 |
|
|
$ |
4,066 |
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) per share-diluted attributable to FIS common stockholders |
|
$ |
(29.18 |
) |
|
$ |
0.47 |
|
|
$ |
(27.55 |
) |
|
$ |
0.67 |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
||||||||
Purchase accounting amortization (1) |
|
|
1.01 |
|
|
|
1.14 |
|
|
|
4.09 |
|
|
|
4.45 |
|
Acquisition, integration and other costs (2) |
|
|
0.35 |
|
|
|
0.44 |
|
|
|
1.49 |
|
|
|
1.54 |
|
Asset impairments (3) |
|
|
29.59 |
|
|
|
— |
|
|
|
29.17 |
|
|
|
0.33 |
|
Non-operating (income) expense (4) |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
|
|
(0.10 |
) |
|
|
0.08 |
|
Equity method investment (earnings) loss (5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.01 |
) |
Tax rate change (6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.29 |
|
(Provision) benefit for income taxes on non-GAAP adjustments |
|
|
(0.02 |
) |
|
|
(0.12 |
) |
|
|
(0.46 |
) |
|
|
(0.80 |
) |
Adjusted net earnings per share-diluted attributable to FIS common stockholders |
|
$ |
1.71 |
|
|
$ |
1.92 |
|
|
$ |
6.65 |
|
|
$ |
6.55 |
|
Weighted average shares outstanding-diluted (7) |
|
|
595 |
|
|
|
614 |
|
|
|
607 |
|
|
|
621 |
|
Amounts in table may not sum or calculate due to rounding. |
||||||||||||||||
See notes to Exhibit E. |
SUPPLEMENTAL GAAP TO NON-GAAP RECONCILIATIONS — UNAUDITED (In millions, except per share amounts) |
|
Exhibit E (continued) |
|
Notes to Unaudited - Supplemental GAAP to Non-GAAP Reconciliations for the three months and years ended |
|
The adjustments are as follows: |
|
(1) |
This item represents purchase price amortization expense on all intangible assets acquired through various Company acquisitions, including customer relationships, contract value, technology assets, trademarks and trade names. This item also includes |
|
|
(2) |
This item represents acquisition and integration costs primarily related to the Worldpay acquisition as well as certain other costs, including |
|
|
(3) |
For the three months and year ended |
|
|
(4) |
Non-operating (income) expense primarily consists of other income and expense items outside of the Company's operating activities, including fair value adjustments on certain non-operating assets and liabilities and foreign currency transaction remeasurement gains and losses. This item includes the impact of changes in fair value of certain preferred stock assets and related liabilities owed to former legacy Worldpay owners, representing a net change of |
|
|
(5) |
This item represents our equity method investment earnings or loss and was predominantly due to our equity ownership interest in |
|
|
(6) |
For the year ended |
|
|
(7) |
For the three months and year ended |
SUPPLEMENTAL GAAP TO NON-GAAP RECONCILIATIONS ON GUIDANCE — UNAUDITED (In millions, except per share amounts) |
|||||||||||
Exhibit F |
|||||||||||
|
Three months ending |
|
Year ending |
||||||||
|
|
|
|
||||||||
|
Low |
|
High |
|
Low |
|
High |
||||
|
|
|
|
|
|
|
|
||||
Net earnings per share-diluted attributable to FIS common stockholders |
$ |
0.05 |
|
$ |
0.20 |
|
$ |
1.25 |
|
$ |
1.75 |
|
|
|
|
|
|
|
|
||||
Estimated adjustments (1) |
|
1.12 |
|
|
1.03 |
|
|
4.45 |
|
|
4.25 |
|
|
|
|
|
|
|
|
||||
Adjusted net earnings per share-diluted attributable to FIS common stockholders |
$ |
1.17 |
|
$ |
1.23 |
|
$ |
5.70 |
|
$ |
6.00 |
(1) |
Estimated adjustments include purchase accounting amortization, acquisition, integration and other costs, and other items, net of tax impact. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20230213005213/en/
Chief Marketing & Communications Officer
Ellyn.Raftery@fisglobal.com
Senior Vice President
FIS Investor Relations
Georgios.Mihalos@fisglobal.com
Source:
FAQ
What were FIS's revenue figures for Q4 2022?
What was the impact of the goodwill impairment charge on FIS's earnings?
How did FIS's adjusted EPS perform in 2022 compared to 2021?
What is FIS's guidance for the first quarter of 2023?