e8vk
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended October 25, 2010
Date of Report (date of earliest event reported):
October 26, 2010
Fidelity National
Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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Georgia |
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37-1490331 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-5000
(Registrants Telephone Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
Fidelity National Information Services, Inc. is filing this
Current Report on Form 8-K to provide supplemental guarantor financial information pursuant to Rule
3-10 of Regulation S-X regarding certain of the Companys subsidiaries that guarantee $600 million of
currently outstanding 7.625% senior notes due 2017 and $500 million of currently outstanding 7.875% senior notes due 2020.
The supplemental guarantor financial information is provided within
footnote 21 of the consolidated financial statements, filed herewith as exhibit 99.1, for the periods disclosed within the Companys Annual Report on Form 10-K for the year ended December 31,
2009 (the 2009 Form 10-K), which was originally filed with the United States Securities and Exchange Commission
(SEC) on February 26, 2010.
Except as described above with respect to the addition of footnote 21
to the consolidated financial statements, no other information within exhibit 99.1 has been changed from the version previously filed as Item 8 to the 2009
Form 10-K. This Current Report does not otherwise modify or update the disclosures in the 2009 Form 10-K in any way, nor does it reflect any
subsequent information or events. Without limitation of the foregoing, this filing does not purport to update Managements
Discussion and Analysis of Financial Condition and Results of Operations included in the 2009 Form 10-K
for any information, uncertainties, transactions, risks, events or trends occurring, or known to management.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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99.1 |
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Item 8 Financial Statements and Supplementary Data for the year ended December 31, 2009.
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101 |
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The materials included within Item 8 of Exhibit 99.1 formatted in Extensible Business Reporting Language (XBRL).
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SIGNATURE
Pursuant to the requirements 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.
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Fidelity National Information
Services, Inc.
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Date: October 26, 2010 |
By: |
/s/ Michael
D. Hayford
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Name: Michael D. Hayford |
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Title: Corporate Executive Vice President
and Chief Financial Officer |
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Fidelity National Information
Services, Inc.
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Date: October 26, 2010 |
By: |
/s/ James W. Woodall
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Name: James W. Woodall |
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Title: Senior
Vice President
and Chief
Accounting Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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99.1 |
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Item 8 Financial Statements and Supplementary Data for the year ended December 31, 2009.
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101 |
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The materials included within Item 8 of Exhibit 99.1 formatted in Extensible Business Reporting Language (XBRL).
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exv23w1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Fidelity National Information Services, Inc.:
We consent to the incorporation by reference in the registration statements on Forms S-8 (No.
333-63342, 333-64462, 333-103266, 333-131601, 333-131602, 333-132844, 333-132845, 333-138654,
333-146080, 333-157575, 333-158960, and 333-162262), Forms S-3 (No. 333-131593 and 333-162263), and
Form S-4 (333-158960) of Fidelity National Information Services, Inc. and subsidiaries (the
Company) of our report
dated February 26, 2010, except as to note 21, as to which the date is October 25, 2010, with respect
to the
consolidated balance sheets of the Company as of December 31, 2009 and 2008, and the related
consolidated statements of earnings, equity and comprehensive earnings, and cash flows for each of
the years in the three-year period ended December 31, 2009, which report appears herein.
As discussed in note 6 to the consolidated financial statements, the Company completed a merger
with Metavante Technologies, Inc. on October 1, 2009.
/s/ KPMG LLP
October 25, 2010
Jacksonville, Florida
Certified Public Accountants
exv99w1
Exhibit 99.1
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Item 8.
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Financial
Statements and Supplementary Data
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FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
INDEX TO FINANCIAL INFORMATION
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Page
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Number
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Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting
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2
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Report of Independent Registered Public Accounting Firm on
Financial Statements
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3
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Consolidated Balance Sheets as of December 31, 2009 and 2008
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4
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Consolidated Statements of Earnings for the years ended
December 31, 2009, 2008 and 2007
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5
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Consolidated Statements of Equity and Comprehensive Earnings for
the years ended December 31, 2009, 2008 and 2007
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6
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Consolidated Statements of Cash Flows for the years ended
December 31, 2009, 2008 and 2007
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8
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Notes to Consolidated Financial Statements
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9
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REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Fidelity National Information Services, Inc.:
We have audited Fidelity National Information Services,
Inc.s and subsidiaries (the Company)
internal control over financial reporting as of
December 31, 2009, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys 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 Managements Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion
on the Companys 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 companys 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 companys
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
companys 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, 2009, 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, 2009 and
2008, and the related consolidated statements of earnings,
equity and comprehensive earnings and cash flows for each of the
years in the three-year period ended December 31, 2009, and
our report dated February 26, 2010 expressed an unqualified
opinion on those consolidated financial statements.
February 26, 2010
Jacksonville, Florida
Certified Public Accountants
2
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Fidelity National Information Services, Inc.:
We have audited the accompanying consolidated balance sheets of
Fidelity National Information Services, Inc. and subsidiaries
(the Company) as of December 31, 2009 and 2008,
and the related consolidated statements of earnings, equity and
comprehensive earnings and cash flows for each of the years in
the three-year period ended December 31, 2009. These
consolidated financial statements are the responsibility of the
Companys 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, 2009 and 2008, and the
results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 2009, in
conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the
Public Accounting Oversight Board (United States), Fidelity
National Information Services, Inc.s and
subsidiaries internal control over financial reporting as
of December 31, 2009, 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, 2010
expressed an unqualified opinion on the effectiveness of the
Companys internal control over financial reporting.
As discussed in note 6 to the consolidated financial
statements, the Company completed a merger with Metavante
Technologies, Inc. on October 1, 2009.
February 26, 2010, except for note 21, as to which the
date is October 25, 2010
Jacksonville, Florida
Certified Public Accountants
3
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated
Balance Sheets
December 31, 2009 and 2008
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2009
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2008
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(In millions, except
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per share amounts)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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430.9
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$
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220.9
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Settlement deposits
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50.8
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31.4
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Trade receivables, net
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765.4
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513.0
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Settlement receivables
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62.5
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52.1
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Other receivables
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30.9
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121.1
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Receivable from related parties
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32.0
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35.2
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Prepaid expenses and other current assets
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141.2
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115.1
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Deferred income taxes
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80.9
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77.4
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Assets held for sale
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71.5
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Total current assets
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1,666.1
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1,166.2
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Property and equipment, net
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375.9
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272.6
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Goodwill
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8,232.9
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4,194.0
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Intangible assets, net
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2,396.8
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924.3
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Computer software, net
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932.7
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617.0
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Deferred contract costs
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261.4
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241.2
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Long term note receivable from FNF
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5.5
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Other noncurrent assets
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131.8
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79.6
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Total assets
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$
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13,997.6
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$
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7,500.4
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable and accrued liabilities
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$
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523.2
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$
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386.2
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Due to Brazilian venture partners
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73.0
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58.6
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Settlement payables
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122.3
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83.3
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Current portion of long-term debt
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236.7
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105.5
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Deferred revenues
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279.5
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182.9
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Total current liabilities
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1,234.7
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816.5
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Deferred revenues
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104.8
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86.7
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Deferred income taxes
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915.9
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332.7
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Long-term debt, excluding current portion
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3,016.6
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2,409.0
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Other long-term liabilities
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207.0
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158.5
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Total liabilities
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5,479.0
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3,803.4
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Equity:
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FIS stockholders equity:
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Preferred stock $0.01 par value; 200.0 shares
authorized, none issued and outstanding at December 31,
2009 and 2008
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Common stock $0.01 par value; 600.0 shares authorized,
381.1 and 200.2 shares issued at December 31, 2009 and
2008, respectively
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3.8
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2.0
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Additional paid in capital
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7,345.1
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2,959.8
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Retained earnings
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1,134.6
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1,076.1
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Accumulated other comprehensive earnings (loss)
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82.2
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(102.3
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Treasury stock, $0.01 par value, 6.6 and 9.3 shares at
December 31, 2009 and 2008, respectively
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(256.8
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(402.8
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)
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Total FIS stockholders equity
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8,308.9
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3,532.8
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Noncontrolling interest
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209.7
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164.2
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Total equity
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8,518.6
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3,697.0
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Total liabilities and equity
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$
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13,997.6
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$
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7,500.4
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The accompanying notes are an integral part of these
consolidated financial statements.
4
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2009
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2008
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2007
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(In millions, except per share amounts)
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Processing and services revenues (for related party activity see
note 5)
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$
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3,769.5
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$
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3,427.7
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$
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2,892.9
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Cost of revenues (for related party activity see note 5)
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2,800.6
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2,689.3
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2,315.3
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Gross profit
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968.9
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738.4
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577.6
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Selling, general, and administrative expenses (for related party
activity see note 5)
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554.1
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388.6
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302.5
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Impairment charges
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136.9
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26.0
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13.5
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Operating income
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277.9
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323.8
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261.6
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Other income (expense):
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Interest income
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3.4
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6.3
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3.0
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Interest expense
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(134.0
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)
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(163.5
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)
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(190.2
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)
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Gain on sale of investment in Covansys
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274.5
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Other income, net
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8.7
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1.5
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14.8
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Total other income (expense)
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(121.9
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)
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(155.7
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)
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102.1
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Earnings from continuing operations before income taxes and
equity in earnings (losses) of unconsolidated entities
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156.0
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168.1
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363.7
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Provision for income taxes
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52.1
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53.3
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128.4
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Equity in earnings (losses) of unconsolidated entities
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(0.2
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)
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2.8
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Earnings from continuing operations, net of tax
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103.9
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114.6
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238.1
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Earnings from discontinued operations, net of tax
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4.6
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104.9
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323.0
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Net earnings
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108.5
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219.5
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561.1
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Net (earnings) loss attributable to noncontrolling interest
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(2.6
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)
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(4.7
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)
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0.1
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Net earnings attributable to FIS
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$
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105.9
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$
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214.8
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$
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561.2
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Net earnings per share basic from continuing
operations attributable to FIS common stockholders
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$
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0.43
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$
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0.58
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$
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1.23
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Net earnings per share basic from discontinued
operations attributable to FIS common stockholders
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0.02
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0.54
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1.68
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Net earnings per share basic attributable to FIS
common stockholders
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$
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0.45
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$
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1.12
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$
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2.91
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Weighted average shares outstanding basic
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236.4
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191.6
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|
|
193.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share diluted from continuing
operations attributable to FIS common stockholders
|
|
$
|
0.42
|
|
|
$
|
0.57
|
|
|
$
|
1.21
|
|
Net earnings per share diluted from discontinued
operations attributable to FIS common stockholders
|
|
|
0.02
|
|
|
|
0.54
|
|
|
|
1.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share diluted attributable to FIS
common stockholders
|
|
$
|
0.44
|
|
|
$
|
1.11
|
|
|
$
|
2.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted
|
|
|
239.4
|
|
|
|
193.5
|
|
|
|
196.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to FIS common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations, net of tax
|
|
$
|
101.3
|
|
|
$
|
110.5
|
|
|
$
|
237.2
|
|
Earnings from discontinued operations, net of tax
|
|
|
4.6
|
|
|
|
104.3
|
|
|
|
324.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to FIS
|
|
$
|
105.9
|
|
|
$
|
214.8
|
|
|
$
|
561.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
FIS Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Treasury
|
|
|
Common
|
|
|
Paid In
|
|
|
Retained
|
|
|
Earnings
|
|
|
Treasury
|
|
|
Noncontrolling
|
|
|
Comprehensive
|
|
|
Total
|
|
|
|
Shares
|
|
|
Shares
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
(Loss)
|
|
|
Stock
|
|
|
Interest
|
|
|
Earnings
|
|
|
Equity
|
|
|
|
(In millions)
|
|
|
Balances, December 31, 2006
|
|
|
197.4
|
|
|
|
(6.4
|
)
|
|
$
|
2.0
|
|
|
$
|
2,879.2
|
|
|
$
|
377.0
|
|
|
$
|
45.0
|
|
|
$
|
(160.5
|
)
|
|
$
|
13.0
|
|
|
$
|
|
|
|
$
|
3,155.7
|
|
Effect of fair valuing stock options assumed in the eFunds
acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37.7
|
|
Espiel, Inc. acquisition
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.0
|
|
Exercise of stock options
|
|
|
1.5
|
|
|
|
3.7
|
|
|
|
|
|
|
|
28.8
|
|
|
|
|
|
|
|
|
|
|
|
28.9
|
|
|
|
|
|
|
|
|
|
|
|
57.7
|
|
Tax benefit associated with exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.5
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39.0
|
|
Cash dividends declared ($0.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.7
|
)
|
Purchases of treasury stock
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(80.3
|
)
|
|
|
|
|
|
|
|
|
|
|
(80.3
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3
|
|
|
|
|
|
|
|
1.3
|
|
Comprehensive earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
561.2
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
561.1
|
|
|
|
561.1
|
|
Other comprehensive earnings, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
(2.2
|
)
|
Unrealized gain on Covansys warrants, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
7.6
|
|
|
|
7.6
|
|
Reclassification adjustments for realized losses on Covansys
warrants included in net earnings, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.3
|
)
|
|
|
|
|
|
|
|
|
|
|
(14.3
|
)
|
|
|
(14.3
|
)
|
Unrealized loss on investments and derivatives, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28.6
|
)
|
|
|
|
|
|
|
|
|
|
|
(28.6
|
)
|
|
|
(28.6
|
)
|
Unrealized gain on foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45.9
|
|
|
|
|
|
|
|
|
|
|
|
45.9
|
|
|
|
45.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
569.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2007
|
|
|
199.0
|
|
|
|
(4.3
|
)
|
|
$
|
2.0
|
|
|
$
|
3,038.2
|
|
|
$
|
899.5
|
|
|
$
|
53.4
|
|
|
$
|
(211.9
|
)
|
|
$
|
14.2
|
|
|
|
|
|
|
$
|
3,795.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LPS spin-off
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105.0
|
)
|
Issuance of restricted stock
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
|
|
|
|
1.1
|
|
|
|
|
|
|
|
(26.0
|
)
|
|
|
|
|
|
|
|
|
|
|
45.2
|
|
|
|
|
|
|
|
|
|
|
|
19.2
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.7
|
|
Cash dividends declared ($0.20 per share) and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.2
|
)
|
Purchases of treasury stock
|
|
|
|
|
|
|
(6.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(236.1
|
)
|
|
|
|
|
|
|
|
|
|
|
(236.1
|
)
|
Brazilian card processing venture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153.3
|
|
|
|
|
|
|
|
153.3
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.0
|
)
|
|
|
|
|
|
|
(16.1
|
)
|
Comprehensive earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
214.8
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
|
|
219.5
|
|
|
|
219.5
|
|
Other comprehensive earnings, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.0
|
)
|
|
|
|
|
|
|
|
|
|
|
(4.0
|
)
|
|
|
(4.0
|
)
|
6
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statements of Equity and Comprehensive
Earnings (Continued)
Years ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
FIS Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Treasury
|
|
|
Common
|
|
|
Paid In
|
|
|
Retained
|
|
|
Earnings
|
|
|
Treasury
|
|
|
Noncontrolling
|
|
|
Comprehensive
|
|
|
Total
|
|
|
|
Shares
|
|
|
Shares
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
(Loss)
|
|
|
Stock
|
|
|
Interest
|
|
|
Earnings
|
|
|
Equity
|
|
|
|
(In millions)
|
|
|
Unrealized loss on investments and derivatives, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27.9
|
)
|
|
|
|
|
|
|
|
|
|
|
(27.9
|
)
|
|
|
(27.9
|
)
|
Unrealized loss on foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(123.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(123.8
|
)
|
|
|
(123.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
63.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2008
|
|
|
200.2
|
|
|
|
(9.3
|
)
|
|
$
|
2.0
|
|
|
$
|
2,959.8
|
|
|
$
|
1,076.1
|
|
|
$
|
(102.3
|
)
|
|
$
|
(402.8
|
)
|
|
$
|
164.2
|
|
|
|
|
|
|
$
|
3,697.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued Metavante acquisition
|
|
|
163.6
|
|
|
|
|
|
|
$
|
1.6
|
|
|
$
|
4,181.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,183.5
|
|
Shares issued to FNF and THL
|
|
|
16.1
|
|
|
|
|
|
|
|
0.2
|
|
|
|
241.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
241.7
|
|
Noncontrolling interest assumed through Metavante acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.4
|
|
|
|
|
|
|
|
23.4
|
|
Issuance of restricted stock
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Exercise of stock options
|
|
|
|
|
|
|
3.7
|
|
|
|
|
|
|
|
(121.7
|
)
|
|
|
|
|
|
|
|
|
|
|
171.0
|
|
|
|
|
|
|
|
|
|
|
|
49.3
|
|
Shares held for taxes
|
|
|
|
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25.0
|
)
|
|
|
|
|
|
|
|
|
|
|
(25.0
|
)
|
Tax benefit associated with exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.8
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.0
|
|
Cash dividends declared ($0.20 per share) and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47.4
|
)
|
|
|
|
|
|
|
|
|
|
|
(2.3
|
)
|
|
|
|
|
|
|
(49.7
|
)
|
Brazilian card processing venture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.2
|
|
|
|
10.7
|
|
|
|
10.7
|
|
Comprehensive earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105.9
|
|
|
|
|
|
|
|
|
|
|
|
2.6
|
|
|
|
108.5
|
|
|
|
108.5
|
|
Other comprehensive earnings, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
Unrealized gain on investments and derivatives, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.6
|
|
|
|
|
|
|
|
|
|
|
|
47.6
|
|
|
|
47.6
|
|
Unrealized gain on foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137.1
|
|
|
|
|
|
|
|
16.6
|
|
|
|
153.7
|
|
|
|
153.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
320.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2009
|
|
|
381.1
|
|
|
|
(6.6
|
)
|
|
$
|
3.8
|
|
|
$
|
7,345.1
|
|
|
$
|
1,134.6
|
|
|
$
|
82.2
|
|
|
$
|
(256.8
|
)
|
|
$
|
209.7
|
|
|
|
|
|
|
$
|
8,518.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In millions)
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
108.5
|
|
|
$
|
219.5
|
|
|
$
|
561.1
|
|
Adjustment to reconcile net earnings to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
434.0
|
|
|
|
439.4
|
|
|
|
483.3
|
|
Amortization of debt issue costs
|
|
|
5.0
|
|
|
|
16.8
|
|
|
|
30.6
|
|
Asset impairment charges
|
|
|
136.9
|
|
|
|
26.0
|
|
|
|
13.5
|
|
Gain on sale of Covansys stock
|
|
|
|
|
|
|
|
|
|
|
(274.5
|
)
|
Gain on sale of Property Insight
|
|
|
|
|
|
|
|
|
|
|
(66.9
|
)
|
(Gain) loss on sale of other assets
|
|
|
8.0
|
|
|
|
33.6
|
|
|
|
(4.8
|
)
|
Gain on pension settlement
|
|
|
|
|
|
|
|
|
|
|
(12.1
|
)
|
Stock-based compensation
|
|
|
71.0
|
|
|
|
60.7
|
|
|
|
39.0
|
|
Deferred income taxes
|
|
|
26.4
|
|
|
|
35.6
|
|
|
|
17.9
|
|
Tax benefit associated with exercise of stock options
|
|
|
(2.8
|
)
|
|
|
|
|
|
|
(47.5
|
)
|
Equity in (earnings) losses of unconsolidated entities
|
|
|
|
|
|
|
2.3
|
|
|
|
(0.9
|
)
|
Changes in assets and liabilities, net of effects from
acquisitions and foreign currency:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease (increase) in trade receivables
|
|
|
92.7
|
|
|
|
(39.1
|
)
|
|
|
(161.6
|
)
|
Net decrease (increase) in settlement receivables
|
|
|
5.3
|
|
|
|
8.1
|
|
|
|
(8.3
|
)
|
Net decrease (increase) in prepaid expenses and other assets
|
|
|
30.7
|
|
|
|
(12.7
|
)
|
|
|
(70.1
|
)
|
Net increase in deferred contract costs
|
|
|
(58.7
|
)
|
|
|
(62.1
|
)
|
|
|
(57.9
|
)
|
Net increase (decrease) in deferred revenue
|
|
|
50.3
|
|
|
|
9.6
|
|
|
|
(11.5
|
)
|
Net increase (decrease) in accounts payable, accrued
liabilities, and other liabilities
|
|
|
(193.2
|
)
|
|
|
(141.3
|
)
|
|
|
34.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
714.1
|
|
|
|
596.4
|
|
|
|
463.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(52.5
|
)
|
|
|
(76.7
|
)
|
|
|
(113.8
|
)
|
Additions to capitalized software
|
|
|
(160.0
|
)
|
|
|
(178.7
|
)
|
|
|
(229.5
|
)
|
Collection of FNF note
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of Covansys stock
|
|
|
|
|
|
|
|
|
|
|
430.2
|
|
Investment in Brazilian card processing venture
|
|
|
|
|
|
|
(25.7
|
)
|
|
|
|
|
Net proceeds from sale of company assets
|
|
|
19.5
|
|
|
|
32.6
|
|
|
|
96.2
|
|
Acquisitions, net of cash acquired
|
|
|
435.9
|
|
|
|
(19.9
|
)
|
|
|
(1,729.0
|
)
|
Other investing activities
|
|
|
|
|
|
|
(4.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
248.8
|
|
|
|
(273.1
|
)
|
|
|
(1,545.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
4,619.0
|
|
|
|
5,160.0
|
|
|
|
4,300.3
|
|
Debt service payments
|
|
|
(5,606.1
|
)
|
|
|
(5,337.3
|
)
|
|
|
(3,032.7
|
)
|
Capitalized debt issuance costs
|
|
|
(2.0
|
)
|
|
|
|
|
|
|
(29.4
|
)
|
Stock issued under investment agreement for Metavante acquisition
|
|
|
241.7
|
|
|
|
|
|
|
|
|
|
Tax benefit associated with exercise of stock options
|
|
|
2.8
|
|
|
|
|
|
|
|
47.5
|
|
Exercise of stock options
|
|
|
24.3
|
|
|
|
19.2
|
|
|
|
57.7
|
|
Treasury stock purchases
|
|
|
|
|
|
|
(236.1
|
)
|
|
|
(80.3
|
)
|
Dividends paid
|
|
|
(49.7
|
)
|
|
|
(38.2
|
)
|
|
|
(38.7
|
)
|
Cash transferred in LPS spin-off
|
|
|
|
|
|
|
(20.8
|
)
|
|
|
|
|
Noncontrolling interest contribution to Brazilian card
processing venture
|
|
|
|
|
|
|
14.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(770.0
|
)
|
|
|
(438.4
|
)
|
|
|
1,224.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rates on cash
|
|
|
17.1
|
|
|
|
(19.3
|
)
|
|
|
1.5
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
210.0
|
|
|
|
(134.4
|
)
|
|
|
143.5
|
|
Cash and cash equivalents, beginning of year
|
|
|
220.9
|
|
|
|
355.3
|
|
|
|
211.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
430.9
|
|
|
$
|
220.9
|
|
|
$
|
355.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
155.1
|
|
|
$
|
197.5
|
|
|
$
|
201.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
|
$
|
133.3
|
|
|
$
|
57.4
|
|
|
$
|
282.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash distribution of net assets of LPS
|
|
$
|
|
|
|
$
|
84.2
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement of Term Loan B in connection with LPS spin-off
|
|
$
|
|
|
|
$
|
1,585.0
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
8
Unless stated otherwise or the context otherwise requires all
references to FIS, we, the
Company or the registrant are to
Fidelity National Information Services, Inc., a Georgia
corporation formerly known as Certegy Inc., which was the
surviving legal entity in the Certegy Merger; all references to
Metavante are to Metavante Technologies, Inc., and its
subsidiaries, as acquired by FIS on October 1, 2009; all
references to eFunds are to eFunds Corporation, and
its subsidiaries, as acquired by FIS (Note 6); all
references to Old FNF are to Fidelity National
Financial, Inc., which owned a majority of the Companys
shares through November 9, 2006; all references to
FNF are to Fidelity National Financial, Inc.
(formerly known as Fidelity National Title Group, Inc.
(FNT)), formerly a subsidiary of Old FNF but now an
independent company that remains a related entity from an
accounting perspective; and all references to LPS
are to Lender Processing Services, Inc., a former wholly owned
subsidiary of FIS which was spun-off as a separate publicly
traded company on July 2, 2008 (Note 4).
|
|
(1)
|
Basis of
Presentation
|
FIS is a leading global provider of banking and payments
technology solutions, processing services and information-based
services. On February 1, 2006, the Company completed a
merger with Certegy (the Certegy Merger) which was
accounted for as a reverse acquisition and purchase accounting
was applied to the acquired assets and assumed liabilities of
Certegy. In form, Certegy was the legal acquirer in the Certegy
Merger and the continuing registrant for Securities and Exchange
Commission (the SEC) reporting purposes. However,
due to the majority ownership in the combined entity held by FIS
shareholders, FIS was designated the acquirer for accounting
purposes and, effective on the Certegy Merger date, the
historical financial statements of FIS became the historical
financial statements of the continuing registrant for all
periods prior to the Certegy Merger. Immediately after the
Certegy Merger, the name of the SEC registrant was changed to
Fidelity National Information Services, Inc.
Subsequent to the LPS spin-off, we began reporting the results
of our operations in four new reporting segments:
1) Financial Solutions Group (FSG),
2) Payment Solutions Group (PSG),
3) International Solutions Group (ISG) and
4) Corporate and Other. All prior periods presented have
been conformed to reflect the segment changes.
|
|
(2)
|
Combination
with Old FNF
|
On June 25, 2006, the Company entered into an agreement and
plan of merger (the FNF Merger Agreement) with Old
FNF (amended September 18, 2006) (the FNF
Merger). The FNF Merger was one step in a plan that
eliminated Old FNFs holding company structure and majority
ownership of FIS. Prior to the FNF Merger, substantially all of
the remaining assets and liabilities of Old FNF other than its
ownership interest in FIS were transferred to its subsidiary,
Fidelity National Title Group, Inc. (FNT).
Pursuant to the FNF Merger Agreement, on November 9, 2006,
Old FNF merged with and into FIS, with FIS continuing as the
surviving corporation. In consideration for the FNF Merger, Old
FNF stockholders received an aggregate of 96.5 million
shares of FIS stock for their Old FNF shares. In addition, FIS
issued options to purchase FIS common stock and shares of FIS
restricted stock in exchange for certain Old FNF options and
restricted stock outstanding at the time of the FNF Merger.
After the completion of all of the transactions, FNT was renamed
Fidelity National Financial, Inc. (FNF) and now
trades under the symbol FNF. Old FNF Chairman and CEO William P.
Foley, II, assumed a similar position in FNF and now serves
as its Chairman and as Executive Chairman of FIS, and other key
members of Old FNF senior management continued their involvement
in both FNF and FIS in executive capacities. U.S. generally
accepted accounting principles require that one of the two
parties to the FNF Merger be designated as the acquirer for
accounting purposes. However, if a transaction lacks substance,
it is not a purchase event and should be accounted for based on
existing carrying amounts. In the FNF Merger, the minority
interest of FIS has not changed and the only assets and
liabilities of the combined entity after the exchange are those
of FIS prior to the exchange. Because a change in ownership of
the minority interest did not take place, the FNF Merger has
been accounted for based on the carrying amounts of FIS
assets and liabilities.
9
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(3)
|
Summary
of Significant Accounting Policies
|
The following describes the significant accounting policies of
the Company which have been followed in preparing the
accompanying Consolidated Financial Statements.
|
|
(a)
|
Principles
of Consolidation
|
The Consolidated Financial Statements include the accounts of
FIS, its wholly-owned subsidiaries, and subsidiaries that are
majority owned
and/or over
which it exercises substantive control. Investments in
unconsolidated affiliates, in which FIS has 20 percent to
50 percent of ownership interest and has the ability to
exercise significant influence, but not substantive control,
over the affiliates operating and financial policies, are
accounted for using the equity method of accounting.
All significant intercompany profits, transactions and balances
have been eliminated in consolidation.
|
|
(b)
|
Cash
and Cash Equivalents
|
The Company considers all cash on hand, money market funds and
other highly liquid investments with original maturities of
three months or less to be cash and cash equivalents. As part of
the Companys payment processing business, the Company
provides cash settlement services to financial institutions and
state and local governments. These services involve the movement
of funds between the various parties associated with ATM,
point-of-sale
or electronic benefit transactions (EBT) and this activity
results in a balance due to the Company at the end of each
business day that it recoups over the next few business days.
The in-transit balances due the Company are included in cash and
cash equivalents. The carrying amounts reported in the
consolidated balance sheets for these instruments approximate
their fair value. At December 31, 2009, we had cash and
cash equivalents of $430.9 million of which approximately
$195.4 million is held by our operations in foreign
jurisdictions.
|
|
(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 Companys long-term debt is estimated to
be approximately $126.0 million and $502.0 million
lower than the carrying value as of December 31, 2009 and
2008, 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 warrants relating to certain subsidiaries. As
discussed in Note 14, interest rate swaps were valued using
Level 2-type
measurements.
Fair
Value Hierarchy
The authoritative accounting literature defines fair value,
establishes a framework for measuring fair value, and
establishes a fair value hierarchy based on the quality of
inputs used to measure fair value.
The fair value hierarchy includes three levels which are based
on the priority of the inputs to the valuation technique. The
fair value hierarchy gives the highest priority to quoted prices
in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). If the inputs
used to measure the fair value fall within different levels of
the hierarchy, the categorization is based on the
10
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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:
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|
|
|
|
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 entitys own assumptions about the assumptions
market participants would use in pricing the asset or liability
developed based on the best information available in the
circumstances.
Nonrecurring
Fair Value Measurements
Generally accepted accounting principles require that,
subsequent to their initial recognition, certain assets be
reviewed for impairment on a nonrecurring basis by comparison to
their fair value. As more fully discussed in their respective
subheadings below, this includes goodwill, long-lived assets,
intangible assets and computer software. Following is a summary
of the fair value measurement impairments recognized in 2009 for
assets measured at fair value on a nonrecurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Impairments Resulting from Fair Value Measurement
|
|
|
|
|
|
|
|
|
|
Valuation
|
|
|
|
|
|
|
|
|
|
|
|
|
Techniques
|
|
|
|
|
|
|
Valuation
|
|
|
Valuation
|
|
|
Incorporating
|
|
|
|
|
|
|
Determined by
|
|
|
Techniques
|
|
|
Information
|
|
|
|
|
|
|
Quoted Prices
|
|
|
Based on
|
|
|
Other Than
|
|
|
|
|
|
|
in Active
|
|
|
Observable
|
|
|
Observable
|
|
|
|
|
|
|
Markets
|
|
|
Market Data
|
|
|
Market Data
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total Impairment
|
|
|
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
|
|
|
$
|
|
|
|
$
|
124.0
|
|
|
$
|
124.0
|
|
Computer software, net
|
|
|
|
|
|
|
|
|
|
|
12.9
|
|
|
|
12.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
136.9
|
|
|
$
|
136.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
Derivative
Financial Instruments
|
The Company accounts for derivative financial instruments in
accordance with Financial Accounting Standards Board Accounting
Standards Codification (FASB ASC) Topic 815,
Derivatives and Hedging. During 2009, 2008 and 2007, 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,
11
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 Companys Term and
Revolving Loans (Note 14). The Companys existing cash
flow hedges are highly effective and there was an immaterial
impact on earnings due to hedge ineffectiveness. It is our
policy to execute such instruments with credit-worthy banks at
the time of execution and not to enter into derivative financial
instruments for speculative purposes. As of December 31,
2009, we believe that our interest rate swap counterparties will
be able to fulfill their obligations under our agreements.
In November 2007, Metavante entered into an interest rate swap
with Lehman Brothers Special Financing, Inc.
(LBSFI), which subsequently filed for protection
under Chapter 11 of the United States Bankruptcy Code, as
amended. Because of the uncertainty surrounding LBSFIs
ability to perform its obligations relative to the net
settlement feature of the interest rate swap, it has been
accounted for as a contingent liability. At acquisition, FIS
recorded a liability related to the derivative based on its fair
value at October 1, 2009, and will account for the
liability under FASB ASC
Section 805-20-25.
Subsequent to acquisition, the Company has made payments related
to previous interest accrued on the swap totaling
$16.2 million and is current on interest payments as of
December 31, 2009. The Company has accrued a
$19.8 million liability related to this contingency at
December 31, 2009. See Note 16 for additional
information.
A summary of trade receivables, net, at December 31, 2009
and 2008 is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Trade receivables billed
|
|
$
|
720.7
|
|
|
$
|
431.8
|
|
Trade receivables unbilled
|
|
|
86.5
|
|
|
|
121.8
|
|
|
|
|
|
|
|
|
|
|
Total trade receivables
|
|
|
807.2
|
|
|
|
553.6
|
|
Allowance for doubtful accounts
|
|
|
(41.8
|
)
|
|
|
(40.6
|
)
|
|
|
|
|
|
|
|
|
|
Total trade receivables, net
|
|
$
|
765.4
|
|
|
$
|
513.0
|
|
|
|
|
|
|
|
|
|
|
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.
12
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A summary of the roll forward of allowance for doubtful
accounts, at December 31, 2009, 2008 and 2007 is as follows
(in millions):
|
|
|
|
|
Allowance for doubtful accounts as of December 31, 2006
|
|
$
|
(31.5
|
)
|
Bad debt expense
|
|
|
(30.3
|
)
|
Transfers and acquisitions
|
|
|
(16.0
|
)
|
Write-offs
|
|
|
24.4
|
|
|
|
|
|
|
Allowance for doubtful accounts as of December 31, 2007
|
|
|
(53.4
|
)
|
|
|
|
|
|
Bad debt expense
|
|
|
(34.0
|
)
|
Transfers related to LPS spin-off
|
|
|
33.8
|
|
Write-offs
|
|
|
13.0
|
|
|
|
|
|
|
Allowance for doubtful accounts as of December 31, 2008
|
|
|
(40.6
|
)
|
|
|
|
|
|
Bad debt expense
|
|
|
(27.6
|
)
|
Write-offs
|
|
|
26.4
|
|
|
|
|
|
|
Allowance for doubtful accounts as of December 31, 2009
|
|
$
|
(41.8
|
)
|
|
|
|
|
|
Settlement Deposits, Receivables, and
Payables. The Company records settlement
receivables and payables that result from timing differences in
the Companys settlement process with merchants, financial
institutions, and credit card associations related to merchant
and card transaction processing and third-party check
collections. Cash held by FIS associated with this settlement
process is classified as settlement deposits in the Consolidated
Balance Sheets.
Other receivables represent amounts due from consumers related
to deferred debit processing services and other amounts
including income taxes receivable. A significant portion of the
amounts due from consumers at December 31, 2008
($81.7 million) related to Certegy Australia, Ltd., which
was sold on October 13, 2008. On December 1, 2009, we
sold the remaining balance of the amounts due from consumers for
$17.5 million, recognizing a pretax gain of
$0.5 million on the sale. An additional pre-tax gain of
$8.1 million was recorded related to the release of
cumulative translation adjustments from other comprehensive
earnings upon final disposition. The gain is included in our
Consolidated Statements of Earnings as earnings from
discontinued operations.
Goodwill represents the excess of cost over the fair value of
identifiable net assets acquired and liabilities assumed in
business combinations. FASB ASC Topic 350,
Intangibles Goodwill and Other requires that
intangible assets with estimable useful lives be amortized over
their respective estimated useful lives to their estimated
residual values and be reviewed for impairment in accordance
with the Impairment or Disposal of Long-Lived Assets
Subsection of FASB ASC
Section 360-10-35.
The authoritative guidance also provides that goodwill and other
intangible assets with indefinite useful lives should not be
amortized, but shall be tested for impairment annually or more
frequently if circumstances indicate potential impairment,
through a comparison of fair value to their carrying amounts.
The Company measures for impairment on an annual basis during
the fourth quarter using a September 30th measurement
date unless circumstances require a more frequent measurement.
13
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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.
The Company has intangible assets which consist primarily of
customer relationships that are recorded in connection with
acquisitions at their fair value based on the results of
valuation analysis. Customer relationships are amortized over
their estimated useful lives using an accelerated method which
takes into consideration expected customer attrition rates up to
a ten-year period. Intangible assets with estimated useful lives
(principally customer relationships and certain trademarks) are
reviewed for impairment in accordance with the Impairment or
Disposal of Long-Lived Assets Subsection of FASB ASC
Section 360-10-35,
while certain trademarks determined to have indefinite lives are
reviewed for impairment at least annually in accordance with
FASB ASC Topic 350.
Computer software includes the fair value of software acquired
in business combinations, purchased software and capitalized
software development costs. Purchased software is recorded at
cost and amortized using the straight-line method over its
estimated useful life and software acquired in business
combinations is recorded at its fair value and amortized using
straight-line or accelerated methods over its estimated useful
life, ranging from five to ten years.
The capitalization of software development costs is governed by
FASB ASC Subtopic
985-20 if
the software is to be sold, leased or otherwise marketed, or by
FASB ASC Subtopic
350-40 if
the software is for internal use. After the technological
feasibility of the software has been established (for software
to be marketed), or at the beginning of application development
(for internal-use software), software development costs, which
include salaries and related payroll costs and costs of
independent contractors incurred during development, are
capitalized. Research and development costs incurred prior to
the establishment of technological feasibility (for software to
be marketed), or prior to application development (for
internal-use software), are expensed as incurred. Software
development costs are amortized on a product by product basis
commencing on the date of general release of the products (for
software to be marketed) and the date placed in service for
purchased software (for internal-use software). Software
development costs (for software to be marketed) are amortized
using the greater of (1) the straight-line method over its
estimated useful life, which ranges from three to ten years or
(2) the ratio of current revenues to total anticipated
revenue over its useful life.
|
|
(k)
|
Deferred
Contract Costs
|
Costs of software sales and outsourced data processing and
application management arrangements, including costs incurred
for bid and proposal activities, are generally expensed as
incurred. However, certain costs incurred upon initiation of a
contract are deferred and expensed over the contract life. These
costs represent incremental external costs or certain specific
internal costs that are directly related to the contract
acquisition or transition activities and are primarily
associated with installation of systems/processes and data
conversion.
In the event indications exist that a particular deferred
contract cost balance may be impaired, undiscounted estimated
cash flows of the contract are projected over its remaining term
and compared to the unamortized deferred contract cost balance.
If the projected cash flows are not adequate to recover the
unamortized cost balance, the
14
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
balance would be adjusted to equal the contracts net
realizable value, including any termination fees provided for
under the contract, in the period such a determination is made.
|
|
(l)
|
Property
and Equipment
|
Property and equipment is recorded at cost, less accumulated
depreciation and amortization. Depreciation and amortization are
computed primarily using the straight-line method based on the
estimated useful lives of the related assets: thirty years for
buildings and three to seven years for furniture, fixtures and
computer equipment. Leasehold improvements are amortized using
the straight-line method over the lesser of the initial term of
the applicable lease or the estimated useful lives of such
assets.
The Company recognizes deferred income tax assets and
liabilities for temporary differences between the financial
reporting basis and the tax basis of the Companys 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.
The Company generates revenues from the delivery of bank
processing, credit and debit card processing services, other
payment processing services, professional services, software
licensing and software related services and products. The
Company recognizes revenue when: (i) evidence of an
arrangement exists; (ii) delivery has occurred;
(iii) the fees are fixed or determinable; and
(iv) collection is considered probable.
The following describes the Companys primary types of
revenues and its revenue recognition policies as they pertain to
the types of transactions the Company enters into with its
customers. The Company enters into arrangements with customers
to provide services, software and software-related services such
as post-contract customer support and implementation and
training either individually or as part of an integrated
offering of multiple services. These services occasionally
include offerings from more than one segment to the same
customer. The revenues for services provided under these
multiple element arrangements are recognized in accordance with
the applicable revenue recognition accounting principles as
further described below.
Processing
Services
Processing services include data processing and application
management. Revenues from processing services are typically
volume-based depending on factors such as the number of accounts
processed, transactions processed and computer resources
utilized. Revenues from these arrangements are recognized as
services are performed.
In the event that the Companys arrangements with its
customers include more than one service, the Company determines
whether the individual revenue elements can be recognized
separately. An arrangement containing more than one deliverable
is considered a separate unit of accounting if all the following
criteria are met: the item has value to a customer on a
standalone basis; there is objective and reliable evidence of
fair value of the item; and, if the arrangement includes a
general right of return relative to the delivered item, delivery
or performance of the item is considered probable and
substantially in the Companys control.
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
15
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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. The Company has evaluated the
indicators and records the interchange fees revenue on a gross
basis and the related costs are included in cost of revenue in
arrangements where the Company is considered the primary obligor
and bears credit risk associated with the transactions.
Professional
Service Revenues
Revenues and costs related to implementation, conversion and
programming services associated with the Companys 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. The Company evaluates these deferred
contract costs for impairment in the event any indications of
impairment exist.
Revenues and costs related to other consulting service
agreements are recognized as the services are provided, assuming
the separation criteria outlined above are satisfied.
License
and Software Related Revenues
The Company recognizes software license and post-contract
customer support fees as well as associated implementation,
training, conversion and programming fees in accordance with
FASB ASC Subtopic
985-605.
Initial license fees are recognized when a contract exists, the
fee is fixed or determinable, software delivery has occurred and
collection of the receivable is deemed probable, provided that
vendor-specific objective evidence (VSOE) of fair
value has been established for each element or for any
undelivered elements. VSOE for each element is based on the
price charged when the same element is sold separately, or in
the case of post-contract customer support, when a substantive
stated renewal rate is provided to the customer. If evidence of
fair value of all undelivered elements exists but evidence does
not exist for one or more delivered elements, then revenue is
recognized using the residual method. Under the residual method,
the fair value of the undelivered elements is deferred and the
remaining portion of the arrangement fee is recognized as
revenue. If evidence of fair value does not exist for one or
more undelivered elements of a contract, then all revenue is
deferred until all elements are delivered or fair value is
determined for all remaining undelivered elements. Revenue from
post-contract customer support is recognized ratably over the
term of the agreement. The Company records deferred revenue for
all billings invoiced prior to revenue recognition.
With respect to a small percentage of revenues, the Company uses
contract accounting, when the arrangement with the customer
includes significant customization, modification, or production
of software. For elements accounted for under contract
accounting, revenue is recognized using the
percentage-of-completion
method since reasonably dependable estimates of revenues and
contract hours applicable to various elements of a contract can
be made. Revenues in excess of billings on these agreements are
recorded as unbilled receivables and are included in trade
receivables. Billings in excess of revenue recognized on these
agreements are recorded as deferred revenue until revenue
recognition criteria are met. Changes in estimates for revenues,
costs and profits are recognized in the period in which they are
determinable. When the Companys 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.
16
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Hardware revenue is recognized as a delivered element following
the separation and recognition criteria discussed above. The
Company does not stock in inventory the hardware products sold,
but arranges for delivery of hardware from third-party
suppliers. The Company has evaluated the gross vs. net
indicators for these transactions and records the revenue
related to hardware transactions on a gross basis and the
related costs are included in cost of revenue as the Company is
considered the primary obligor by the customer, bears risk of
loss, and has latitude in establishing prices on the equipment.
|
|
(o)
|
Cost
of revenue and selling, general and administrative
expenses
|
Cost of revenue includes payroll, employee benefits, occupancy
costs and other costs associated with personnel employed in
customer service roles, including program design and development
and professional services. Cost of revenue also includes data
processing costs, amortization of software, customer
relationship intangible assets and depreciation on operating
assets.
Selling, general and administrative expenses include payroll,
employee benefits, occupancy and other costs associated with
personnel employed in sales, marketing, human resources and
finance roles. Selling, general and administrative expenses also
include depreciation on non-operating corporate assets,
advertising costs and other marketing-related programs.
|
|
(p)
|
Stock-Based
Compensation Plans
|
The Company accounts for stock-based compensation plans using
the fair value method. Thus, compensation cost is measured based
on the fair value of the award at the grant date and is
recognized over the service period.
|
|
(q)
|
Foreign
Currency Translation
|
The functional currency for the foreign operations of the
Company is either the U.S. Dollar or the local currency.
For foreign operations where the local currency is the
functional currency, the translation of foreign currencies into
U.S. Dollars is performed for balance sheet accounts using
exchange rates in effect at the balance sheet date and for
revenue and expense accounts using a weighted average exchange
rate during the period. The gains and losses resulting from the
translation are included in accumulated other comprehensive
earnings (loss) in the Consolidated Statements of Equity and
Comprehensive Earnings and are excluded from net earnings.
Realized gains or losses resulting from other foreign currency
transactions are included in other income.
The preparation of these Consolidated Financial Statements in
conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the Consolidated Financial Statements and the reported amounts
of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
|
|
(s)
|
Check
Guarantee Reserves
|
In the Companys check guarantee business, if a guaranteed
check presented to a merchant customer is dishonored by the
check writers bank, the Company reimburses the merchant
customer for the checks face value and pursues collection
of the amount from the delinquent check writer. Loss reserves
and anticipated recoveries are primarily determined by
performing a historical analysis of the Companys 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
17
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 Companys estimates. The Company had accrued claims
payable balances of $18.3 million and $24.0 million at
December 31, 2009 and 2008, respectively, related to these
estimations. The Company had accrued claims recoverable of
$22.5 million and $28.4 million at December 31,
2009 and 2008, respectively, related to these estimations. In
addition, the Company recorded check guarantee losses, net of
anticipated recoveries excluding service fees, of
$83.3 million, $115.2 million and $129.2 million
for the years ended December 31, 2009, 2008 and 2007,
respectively. The amount paid to merchant customers, net of
amounts recovered from check writers excluding service fees, was
$72.4 million, $100.7 million and $126.7 million
for the years ended December 31, 2009, 2008 and 2007,
respectively.
|
|
(t)
|
Net
Earnings per Share
|
Net earnings and earnings per share for the years ended
December 31, 2009, 2008 and 2007 are as follows (in
millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Earnings from continuing operations attributable to FIS, net of
tax
|
|
$
|
101.3
|
|
|
$
|
110.5
|
|
|
$
|
237.2
|
|
Earnings (losses) from discontinued operations attributable to
FIS, net of tax
|
|
|
4.6
|
|
|
|
104.3
|
|
|
|
324.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to FIS
|
|
$
|
105.9
|
|
|
$
|
214.8
|
|
|
$
|
561.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
236.4
|
|
|
|
191.6
|
|
|
|
193.1
|
|
Plus: Common stock equivalent shares assumed from conversion of
options
|
|
|
3.0
|
|
|
|
1.9
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted
|
|
|
239.4
|
|
|
|
193.5
|
|
|
|
196.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per share from continuing operations
attributable to FIS common stockholders
|
|
$
|
0.43
|
|
|
$
|
0.58
|
|
|
$
|
1.23
|
|
Basic net earnings per share from discontinued operations
attributable to FIS common stockholders
|
|
|
0.02
|
|
|
|
0.54
|
|
|
|
1.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per share attributable to FIS common
stockholders
|
|
$
|
0.45
|
|
|
$
|
1.12
|
|
|
$
|
2.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per share from continuing operations
attributable to FIS common stockholders
|
|
$
|
0.42
|
|
|
$
|
0.57
|
|
|
$
|
1.21
|
|
Diluted net earnings per share from discontinued operations
attributable to FIS common stockholders
|
|
|
0.02
|
|
|
|
0.54
|
|
|
|
1.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per share attributable to FIS common
stockholders
|
|
$
|
0.44
|
|
|
$
|
1.11
|
|
|
$
|
2.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase approximately 12.3 million,
12.3 million and 3.4 million shares of our common
stock for the years ended December 31, 2009, 2008 and 2007,
respectively, were not included in the computation of diluted
earnings per share because they were antidilutive.
18
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(u)
|
Recent
Accounting Pronouncements
|
In December 2007, the Financial Accounting Standards Board
(FASB) issued new guidance requiring an acquirer in a business
combination to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at
their fair values at the acquisition date, with limited
exceptions. The costs of the acquisition and any related
restructuring costs are to be recognized separately. When the
fair value of assets acquired exceeds the fair value of
consideration transferred plus any noncontrolling interest in
the acquiree, the excess will be recognized as a gain. All
business combinations will be accounted for prospectively by
applying the acquisition method, including combinations among
mutual entities and combinations by contract alone. In April
2009, the FASB amended and clarified the initial recognition and
measurement, subsequent measurement and accounting, and related
disclosures arising from contingencies in a business
combination. Assets and liabilities arising from contingencies
in a business combination are to be recognized at their fair
value on the acquisition date if fair value can be determined
during the measurement period. If fair value cannot be
determined, the existing guidance for contingencies and other
authoritative literature should be followed. This new guidance
is effective for periods beginning on or after December 15,
2008, and applies to business combinations occurring after the
effective date. The Company has applied the provisions to the
Metavante combination, and will apply the provisions
prospectively for any future business combinations.
In December 2007, the FASB issued new guidance relative to
noncontrolling interests (sometimes called minority interests),
requiring: (1) that noncontrolling interests be presented
as a component of equity on the balance sheet; (2) that the
amount of net earnings attributable to the parent and to the
noncontrolling interests be clearly identified and presented on
the face of the Consolidated Statement of Earnings; and
(3) expanded disclosures that identify and distinguish
between the interests of the parents owners and the
interests of the non-controlling owners of subsidiaries. The
Company adopted the presentation and disclosure requirements as
of January 1, 2009, with retrospective application for all
periods presented.
In June 2009, the FASB issued new guidance for transfers and
servicing of financial assets. The primary changes include:
(1) the elimination of the qualified special purpose
entity concept, and the exception that allowed many
transferors to deconsolidate such entities; (2) a new
participating interest definition that must be met
for transfers of portions of financial assets to be eligible for
sale accounting; (3) clarification and amendments to the
derecognition criteria for a transfer to be accounted for as a
sale; (4) a change to the amount of recognized gain/loss on
a transfer accounted for as a sale when beneficial interests are
received by the transferor; and (5) enhanced disclosure
requirements. This new guidance will be applied prospectively to
new transfers of financial assets occurring in fiscal years
beginning after November 15, 2009.
In June 2009, the FASB issued new consolidation guidance for
variable interest entities (VIEs). It requires an
enterprise to qualitatively assess the determination of the
primary beneficiary (or consolidator) of a VIE based on whether
the entity (1) has the power to direct matters that most
significantly impact the activities of the VIE, and (2) has
the obligation to absorb losses or the right to receive benefits
of the VIE that could potentially be significant to the VIE. The
new guidance changes the consideration of kick-out rights in
determining if an entity is a VIE which may cause certain
additional entities to be considered VIEs. It also
requires an ongoing reconsideration of the primary beneficiary,
and amends the events that trigger a reassessment of whether an
entity is a VIE. The new guidance is effective January 1,
2010 for calendar year-end companies. There is no grandfathering
of previous consolidation conclusions. As a result, any existing
VIEs at date of adoption must be re-evaluated. The Company
currently has no unconsolidated VIEs; thus, this new
guidance is not expected to have an impact on the Companys
financial position or results of operations.
In August 2009, the FASB issued guidance to amend Accounting
Standards Codification (ASC) Topic 820, Fair Value
Measurements. The update addresses practice difficulties
caused by the tension between fair-value measurements based on
the price that would be paid to transfer a liability to a new
obligor and contractual or legal requirements that prevent such
transfers from taking place. The guidance prescribes using the
quoted price in an
19
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
active market for an identical liability when traded as an asset
to assign a fair value to debt. The new guidance is effective
for interim and annual periods beginning after August 27,
2009, and applies to all required fair-value measurements of
liabilities. No new fair-value measurements are required by the
standard. The Companys methodology for assessing and
reporting the fair value of outstanding debt is consistent with
that prescribed by this guidance.
In September 2009, the FASB amended ASC Subtopic
605-25,
Revenue Recognition Multiple-Element Arrangements
to eliminate the requirement that all undelivered elements
have Vendor Specific Objective Evidence (VSOE) or Third-Party
Evidence (TPE) of standalone selling price before an entity can
recognize the portion of an overall arrangement fee that is
attributable to items that have been delivered. In the absence
of VSOE or TPE of the standalone selling price for one or more
delivered or undelivered elements in a multiple-element
arrangement, entities will be required to estimate the selling
prices of those elements. The overall arrangement fee will be
allocated to each element (both delivered and undelivered items)
based on their relative selling prices, regardless of whether
those selling prices are evidenced by VSOE or TPE or are based
on the entitys estimated selling price. Application of the
residual method of allocating an overall arrangement
fee between delivered and undelivered elements will no longer be
permitted upon adoption of this new guidance. Additional
disclosure will be required about multiple-element revenue
arrangements, as well as qualitative and quantitative disclosure
about the effect of the change. The amendment is effective
prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after
June 15, 2010. Early adoption is permitted at the beginning
of a fiscal year or applied retrospectively to the beginning of
a fiscal year. The Company adopted this guidance prospectively
as of January 1, 2010. The effect of the change for FIS
will be a function of the new contracts entered into or
materially modified after adoption, and relates primarily to
arrangements that include software licenses with other service
elements. Management expects this guidance to result in a modest
increase in revenue in the year of adoption related to revenue
that would have been deferred under the existing authoritative
literature.
|
|
(v)
|
Certain
Reclassifications
|
Certain reclassifications have been made in the 2008 and 2007
Consolidated Financial Statements to conform to the
classifications used in 2009.
|
|
(4)
|
Discontinued
Operations
|
During 2009 and 2008, certain operations are reported as
discontinued in the Consolidated Statements of Earnings for the
years ended December 31, 2009, 2008 and 2007. Interest is
allocated to discontinued operations based on debt to be retired
and debt specifically identified as related to the respective
discontinued operation.
ClearPar
On October 30, 2009, we entered into a definitive agreement
to sell ClearPar because its operations did not align with our
strategic plans. The net assets were classified as held for sale
at December 31, 2009, and the transaction was closed on
January 1, 2010. We received proceeds of
$71.5 million, realizing a pretax gain on sale of
$5.7 million and an after tax loss of ($9.8) million
resulting from permanent tax differences associated with the
allocation of goodwill. ClearPar had revenues of
$20.8 million, $18.3 million and $28.1 million
during the years ended December 31, 2009, 2008 and 2007,
respectively. ClearPar had earnings before taxes of
$12.2 million, $11.1 million and $20.3 million
during the years ended December 31, 2009, 2008 and 2007,
respectively.
LPS
On July 2, 2008, all of the shares of the common stock, par
value $0.0001 per share, of Lender Processing Services, Inc.
(LPS) were distributed to FIS shareholders through a
stock dividend (the spin-off). At the time of the
distribution, LPS consisted of substantially all the assets,
liabilities, businesses and employees related to FIS
20
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Lender Processing Services segment. Upon the distribution, FIS
shareholders received one-half share of LPS common stock for
every share of FIS common stock held as of the close of business
on June 24, 2008. The results of operations of the former
Lender Processing Services segment of FIS are reflected as
discontinued operations in the Consolidated Statements of
Earnings for the years ended December 31, 2008 and 2007.
The Lender Processing Services segment had revenues of
$913.1 million and $1,686.6 million for the period
from January 1, 2008 through July 2, 2008 and for the
year ended December 31, 2007, respectively. The Lender
Processing Services segment had earnings before taxes of
$188.4 million and $412.3 million for the period from
January 1, 2008 through July 2, 2008 and for the year
ended December 31, 2007, respectively.
The following table summarizes the major categories of LPS
assets and liabilities disposed of in the July 2, 2008
spin-off:
|
|
|
|
|
Assets:
|
|
|
|
|
Total current assets
|
|
$
|
379.3
|
|
Goodwill, net
|
|
|
1,084.6
|
|
Other intangible assets, net
|
|
|
103.3
|
|
Other non-current assets
|
|
|
356.8
|
|
Liabilities:
|
|
|
|
|
Other current liabilities
|
|
$
|
190.7
|
|
Long-term debt
|
|
|
1,585.2
|
|
Other long-term liabilities
|
|
|
52.9
|
|
Minority interest
|
|
|
10.8
|
|
Certegy
Australia, Ltd.
On October 13, 2008, we sold Certegy Australia,
Ltd. (Certegy Australia) for
$21.1 million in cash and other consideration, because its
operations did not align with our strategic plans. Certegy
Australia had revenues of $27.6 million and
$29.1 million during the years ended December 31, 2008
and 2007, respectively. Certegy Australia had earnings (losses)
before taxes of ($17.6) million (including
$26.0 million of trademark impairment charge as discussed
in Note 10) and $15.7 million during the years ended
December 31, 2008 and 2007, respectively.
Certegy
Gaming Services
On April 1, 2008, we sold Certegy Gaming Services, Inc.
(Certegy Game) for $25.0 million, realizing a
pretax loss of $4.1 million, because its operations did not
align with our strategic plans. Certegy Game had revenues of
$27.2 million and $96.4 million during the years ended
December 31, 2008 and 2007, respectively. Certegy Game had
earnings (losses) before taxes of $0.3 million (excluding
the pretax loss realized on sale) and ($1.1) million during
the years ended December 31, 2008 and 2007, respectively.
FIS
Credit Services
On February 29, 2008, we sold FIS Credit Services, Inc.
(Credit) for $6.0 million, realizing a pre-tax
gain of $1.4 million, because its operations did not align
with our strategic plans. Credit had revenues of
$1.4 million and $12.4 million during the years ended
December 31, 2008 and 2007, respectively. Credit had losses
before taxes of ($0.2) million (excluding the realized
gain) and $2.1 million during the years ended
December 31, 2008 and 2007, respectively.
21
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Homebuilders
Financial Network
During the year ended December 31, 2008, we discontinued
and dissolved Homebuilders Financial Network, LLC and its
related entities (HFN) due to the loss of a major
customer. HFN had revenues of $1.4 million and
$12.5 million during the years ended December 31, 2008
and 2007, respectively. HFN had earnings (losses) before taxes
of ($4.7) million and $3.5 million during the years
ended December 31, 2008 and 2007, respectively.
Property
Insight
On August 31, 2007, we sold Property Insight, LLC
(Property Insight) to FNF for $95.0 million in
cash realizing a pre-tax gain of $66.9 million
($42.1 million after-tax), because its operations did not
align with our strategic plans. Property Insight had revenues of
$52.6 million and earnings before taxes of
$13.7 million (excluding the realized gain) during the year
ended December 31, 2007.
|
|
(5)
|
Related
Party Transactions
|
We are party to certain related party agreements described below.
A detail of related party items included in revenues for the
years ended December 31, 2009, 2008 and 2007 is as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Banco Santander item processing revenue
|
|
$
|
44.2
|
|
|
$
|
50.1
|
|
|
$
|
50.0
|
|
Banco Bradesco item processing revenue
|
|
|
14.5
|
|
|
|
16.6
|
|
|
|
14.1
|
|
Banco Santander Brazilian venture revenue
|
|
|
64.0
|
|
|
|
45.1
|
|
|
|
6.9
|
|
Banco Bradesco Brazilian venture revenue
|
|
|
97.3
|
|
|
|
76.2
|
|
|
|
39.6
|
|
FNF data processing services revenue
|
|
|
49.9
|
|
|
|
42.5
|
|
|
|
46.6
|
|
Sedgwick data processing services revenue
|
|
|
40.0
|
|
|
|
39.3
|
|
|
|
37.8
|
|
Ceridian data processing services revenue
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
LPS services revenue
|
|
|
0.7
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total related party revenues
|
|
$
|
311.6
|
|
|
$
|
270.1
|
|
|
$
|
195.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes 7 and 20 for a discussion of the Brazilian
outsourced card-processing venture with Banco Santander and
Banco Bradesco.
A detail of related party items included in operating expenses
(net of expense reimbursements) for the years ended
December 31, 2009, 2008 and 2007 is as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Equipment and real estate leasing with FNF and LPS
|
|
$
|
16.0
|
|
|
$
|
19.3
|
|
|
$
|
6.8
|
|
Administrative corporate support and other services with FNF and
LPS
|
|
|
12.7
|
|
|
|
11.6
|
|
|
|
8.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
$
|
28.7
|
|
|
$
|
30.9
|
|
|
$
|
15.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FNF
We provide data processing services to FNF consisting primarily
of infrastructure support and data center management. Our
agreement with FNF runs through June 30, 2013, with an
option to renew for one or two additional years, subject to
certain early termination provisions (including the payment of
minimum monthly service and termination fees). During the 2009
third quarter, FNF entered into a transaction that triggered the
repayment of the $5.9 million note payable to FIS. We
recorded interest income related to this note of
22
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
approximately $0.1 million, $0.3 million and
$0.1 million for the years ended December 31, 2009 and
2008 and the period from October 1, 2007 through
December 31, 2007, respectively. Historically, FNF has
provided to us, and to a lesser extent we have provided to FNF,
certain administrative support services relating to general
management and administration. The pricing for these services,
both to and from FNF, is at cost. We also incurred expenses for
amounts paid by us to FNF under leases of certain personal
property and technology equipment.
FNF
and THL Investment
On October 1, 2009, pursuant to an investment agreement
with Thomas H. Lee Partners, L.P. (THL) and FNF
dated as of March 31, 2009, FIS issued and sold (a) to
THL in a private placement 12.9 million shares of FIS
common stock for an aggregate purchase price of approximately
$200.0 million and (b) to FNF in a private placement
3.2 million shares of FIS common stock for an aggregate
purchase price of approximately $50.0 million. FIS paid
each of THL and FNF a transaction fee equal to 3% of their
respective investments. The investment agreement provides that
neither THL nor FNF may transfer the shares purchased in the
investments, subject to limited exceptions, for 180 days
after the closing. Contingent upon THL maintaining certain
ownership levels in FIS common stock, THL has the right to
designate one member to the Companys board of directors.
Ceridian
We provide data processing services to Ceridian Corporation
(Ceridian), a company in which FNF holds an
approximate 33% equity interest.
Sedgwick
We provide data processing services to Sedgwick CMS, Inc.
(Sedgwick), a company in which FNF holds an
approximate 32% equity interest.
LPS
We provide transitional services to LPS as a result of the
spin-off. In addition, we have entered into certain property
management and real estate lease agreements with LPS relating to
our Jacksonville corporate headquarters.
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 arms-length, and may not represent the terms
that we might have obtained from an unrelated third party.
Discontinued
Operations Related Party Activity
On August 31, 2007, we completed the sale of Property
Insight to FNF. The net earnings from Property Insight,
including related party revenues and expenses, are classified as
earnings from discontinued operations for the period from
January 1, 2007 through August 31, 2007.
Through July 2, 2008, LPS provided a number of services to
FNF that are now presented as discontinued operations. These
services included title agency services, software development
services, real estate related services and other cost sharing
services. These activities are included within net earnings from
discontinued operations.
23
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(6)
|
Acquisitions
and Dispositions
|
The results of operations and financial position of the entities
acquired during the years ended December 31, 2009, 2008,
and 2007 are included in the Consolidated Financial Statements
from and after the date of acquisition. There were no
significant acquisitions in 2008.
2009
Significant Acquisition
Metavante
On October 1, 2009, we completed the acquisition of
Metavante (the Metavante Acquisition). Metavante
expands the scale of FIS core processing and payment
capabilities, adds trust and wealth management services and
includes the NYCE Network, a leading national EFT network. In
addition, Metavante adds significant scale to treasury and cash
management offerings and provides an entry into the emerging
markets of healthcare and government payments. Pursuant to the
Agreement and Plan of Merger (the Metavante Merger
Agreement) dated as of March 31, 2009, Metavante
became a wholly-owned subsidiary of FIS. Each issued and
outstanding share of Metavante common stock, par value $0.01 per
share, was converted into 1.35 shares of FIS common stock.
In addition, outstanding Metavante stock options and other
stock-based awards converted into comparable FIS stock options
and other stock-based awards at the same conversion ratio.
The total purchase price was as follows (in millions):
|
|
|
|
|
Value of Metavante common stock
|
|
$
|
4,066.4
|
|
Value of Metavante stock awards
|
|
|
121.4
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
4,187.8
|
|
|
|
|
|
|
We have recorded a preliminary allocation of the purchase price
to Metavante tangible and identifiable intangible assets
acquired and liabilities assumed based on their fair values as
of October 1, 2009. Goodwill has been recorded based on the
amount by which the purchase price exceeds the fair value of the
net assets acquired. The preliminary purchase price allocation
is as follows (in millions):
|
|
|
|
|
Cash
|
|
$
|
439.7
|
|
Trade and other receivables
|
|
|
237.9
|
|
Land, buildings, and equipment
|
|
|
119.8
|
|
Other assets
|
|
|
144.4
|
|
Computer software
|
|
|
287.7
|
|
Intangible assets
|
|
|
1,572.0
|
|
Goodwill
|
|
|
4,083.1
|
|
Liabilities assumed
|
|
|
(2,673.4
|
)
|
Noncontrolling interest
|
|
|
(23.4
|
)
|
|
|
|
|
|
Total purchase price
|
|
$
|
4,187.8
|
|
|
|
|
|
|
The preliminary allocation of the purchase price to intangible
assets, including computer software and customer relationships,
is based on valuations performed to determine the fair value of
such assets as of the merger date. The Company is still
assessing the economic characteristics of certain software
projects and customer relationships. The Company expects to
substantially complete this assessment during the first quarter
of 2010 and may adjust the amounts recorded as of
December 31, 2009 to reflect any revised evaluations. Land
and building valuations are based upon appraisals performed by
certified property appraisers.
24
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes the liabilities assumed in the
Metavante Acquisition (in millions):
|
|
|
|
|
Long-term debt including current portion
|
|
$
|
1,720.1
|
|
Deferred income taxes
|
|
|
544.4
|
|
Other liabilities
|
|
|
408.9
|
|
|
|
|
|
|
|
|
$
|
2,673.4
|
|
|
|
|
|
|
In connection with the Metavante Acquisition, we also acquired
Metavante stock option plans and registered approximately
12.2 million options and 0.6 million restricted stock
units in replacement of similar outstanding awards held by
Metavante employees. The amounts attributable to vested options
are included as an adjustment to the purchase price, and the
amounts attributable to unvested options and restricted stock
units will be expensed over the remaining vesting period based
on a valuation as of the date of closing.
As of the acquisition date, WPM, L.P., a Delaware limited
partnership affiliated with Warburg Pincus Private Equity IX,
L.P. (collectively Warburg Pincus) owned 25% of the
outstanding shares of Metavante common stock, and was a party to
a purchase right agreement with Metavante which granted Warburg
Pincus the right to purchase additional shares of Metavante
common stock under certain conditions in order to maintain its
interest. The Company and Warburg Pincus entered into a
replacement stock purchase right agreement effective upon
consummation of the merger, granting Warburg Pincus the right to
purchase comparable FIS shares in lieu of Metavante shares. The
purchase right agreement relates to Metavante employee stock
options that were outstanding as of the date of Warburg
Pincus initial investment in Metavante. The stock purchase
right may be exercised quarterly for the difference between
one-third of the number of said employee stock options exercised
during the preceding quarter and 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. As of
October 1, 2009, approximately 7.0 million options
remained outstanding that were subject to this purchase right,
and approximately 0.5 million were exercised during the
fourth quarter of 2009.
Pro Forma
Results
Metavantes revenues of $404.1 million for the fourth
quarter of 2009 are included in the Consolidated Statements of
Earnings. Disclosure of the earnings of Metavante since the
acquisition date is not practicable as it is not being operated
as a standalone subsidiary.
Selected unaudited pro forma results of operations for the years
ended December 31, 2009 and 2008, assuming the Metavante
Acquisition had occurred as of January 1 of each respective
year, are presented for comparative purposes below (in millions,
except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Total revenues
|
|
$
|
4,983.1
|
|
|
$
|
5,020.8
|
|
Net earnings from continuing operations attributable to FIS
common stockholders
|
|
$
|
155.1
|
|
|
$
|
131.6
|
|
Pro forma earnings per share basic from continuing
operations attributable to FIS common stockholders
|
|
$
|
0.41
|
|
|
$
|
0.36
|
|
Pro forma earnings per share diluted from continuing
operations attributable to FIS common stockholders
|
|
$
|
0.40
|
|
|
$
|
0.35
|
|
Pro forma results include impairment charges of
$136.9 million and Metavante merger and integration related
costs of approximately $143.2 million, on a pre-tax basis.
Excluding the impact of deferred revenue adjustments, total pro
forma revenues would be $5,051.9 million and
$5,092.0 million for 2009 and 2008, respectively.
25
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
2007
Significant Acquisition
eFunds
Corporation
On September 12, 2007, we completed the acquisition of
eFunds (the eFunds Acquisition). This acquisition
expanded our presence in risk management services, EFT services,
prepaid/gift card processing, and global outsourcing solutions
to financial services companies in the U.S. and
internationally. Pursuant to the Agreement and Plan of Merger
(the eFunds Merger Agreement) dated as of
June 26, 2007, eFunds became a wholly-owned subsidiary of
FIS. The issued and outstanding shares of eFunds common stock,
par value $0.01 per share, were converted into the right to
receive $36.50 per share in cash.
The total purchase price was as follows (in millions):
|
|
|
|
|
Cash paid for eFunds common stock
|
|
$
|
1,744.9
|
|
Value of eFunds stock awards
|
|
|
37.6
|
|
Transaction costs
|
|
|
8.3
|
|
|
|
|
|
|
|
|
$
|
1,790.8
|
|
|
|
|
|
|
The purchase price was allocated to eFunds tangible and
identifiable intangible assets acquired and liabilities assumed
based on their fair values as of September 12, 2007.
Goodwill was recorded based on the amount by which the purchase
price exceeded the fair value of the net assets acquired. The
purchase price allocation was follows (in millions):
|
|
|
|
|
Cash
|
|
$
|
99.3
|
|
Trade and other receivables
|
|
|
129.1
|
|
Land, buildings, and equipment
|
|
|
77.9
|
|
Other assets
|
|
|
17.1
|
|
Computer software
|
|
|
59.6
|
|
Intangible assets
|
|
|
175.2
|
|
Goodwill
|
|
|
1,540.6
|
|
Liabilities assumed
|
|
|
(308.0
|
)
|
|
|
|
|
|
Total purchase price
|
|
$
|
1,790.8
|
|
|
|
|
|
|
The allocation of the purchase price to intangible assets,
including computer software and customer relationships, was
based on valuations performed to determine the values of such
assets as of the merger date.
The following table summarizes the liabilities assumed in the
eFunds Acquisition (in millions):
|
|
|
|
|
Notes payable and capital lease obligations
|
|
$
|
103.2
|
|
Deferred income taxes
|
|
|
4.9
|
|
Estimated severance payments
|
|
|
41.6
|
|
Estimated employee relocation and facility closure costs
|
|
|
22.0
|
|
Other merger related costs
|
|
|
20.2
|
|
Other operating liabilities
|
|
|
116.1
|
|
|
|
|
|
|
|
|
$
|
308.0
|
|
|
|
|
|
|
In connection with the eFunds Acquisition, we also adopted
eFunds stock option plans and registered approximately
2.2 million options and 0.2 million restricted stock
units in replacement of similar outstanding awards held by
eFunds employees. The amounts attributable to vested options
were included as an adjustment to the
26
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
purchase price, and the amounts attributable to unvested options
and restricted stock units were to be expensed over the
remaining vesting period based on a valuation as of the date of
closing. On March 31, 2008, as approved by the Compensation
Committee of the Companys Board of Directors, we
accelerated the vesting of all stock awards held by eFunds
employees. As a result we recorded $14.1 million in
additional stock compensation expense for the year ended
December 31, 2008.
Other
acquisitions
The following transactions with acquisition prices between
$10 million and $100 million were completed by the
Company during the period from January 1, 2007 through
December 31, 2009. Each of these acquired businesses was
integrated into the former LPS segment and was part of the LPS
spin-off (Note 4). Purchase prices reflected in the table
are net of cash acquired:
|
|
|
|
|
|
|
Name of Company Acquired
|
|
Date Acquired
|
|
Purchase Price
|
|
|
Second Foundation, Inc.
|
|
February 15, 2007
|
|
$
|
18.9 million
|
|
Espiel, Inc. and Financial Systems Integrators, Inc.
|
|
June 8, 2007
|
|
$
|
43.3 million
|
|
McDash Analytics
|
|
May 15, 2008
|
|
$
|
19.1 million
|
|
Dispositions
In July of 2007, Covansys, an equity method investee, was
purchased by an unrelated entity. We received cash proceeds of
approximately $430.2 million and recognized a pretax gain
of approximately $274.5 million related to the sale of our
investment in Covansys. Additionally, we held Covansys warrants
in 2007 that were accounted for as available for sale securities
prior to their exercise. Net of tax, amounts recognized in other
comprehensive earnings in 2007 related to the Covansys warrants
were $7.6 million. As of December 31, 2007, we had no
remaining interest in Covansys.
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 to provide
comprehensive, fully outsourced card processing services to
Brazilian card issuers. In exchange for a 51% controlling
interest in the venture, we contributed our existing Brazilian
card processing business contracts and Brazilian card processing
infrastructure and made enhancements to our card processing
system to meet the needs of the banks and their affiliates. The
banks executed long-term contracts to process their card
portfolios with the venture in exchange for an aggregate 49%
interest. The accounting entries for this transaction were
recorded during 2008 when certain walkaway rights lapsed,
resulting in the establishment of a contract intangible asset of
$224.2 million and a liability for amounts payable to the
banks upon final migration of their respective card portfolios
and achieving targeted volumes (the Brazilian Venture
Notes). This related party payable was $73.0 million
and $58.6 million at December 31, 2009 and 2008,
respectively.
During 2009, after a downstream merger of legal entities in
Brazil that pushed tax deductible goodwill into the venture, we
determined that the contract intangible asset established in
2008 created a deferred tax liability of $73.2 million due
to a tax basis lower than the book value recorded. Furthermore,
the tax deductible goodwill within the venture should have had
the impact of increasing the enterprise valuation used to
determine the fair value of the acquired contracts. The impact
of these two items increased the amount that should have been
recorded for the contract intangible by a total of
$83.8 million. The deferred tax liability and the contract
intangible balances were adjusted by these amounts as of
December 31, 2009. The incremental value assigned to the
intangible asset will result in additional amortization, to be
recorded as a reduction in revenue. The impact to previously
issued Consolidated Statements of Earnings was insignificant and
there is no impact of this correction on the Consolidated
Statements of Cash Flows.
27
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Through December 31, 2008, we contributed approximately
$93.8 million of development costs to the venture based on
exchange rates as of December 31, 2008. Development costs
in excess of Real 79.0 million ($33.8 million) are to
be contractually shared by the parties: 75% by us and 25% by the
banks. During the fourth quarter of 2008, the banks contributed
$14.7 million representing their 25% share. During 2009,
the venture incurred an additional $46.1 million of
development costs that were funded from operating cash flows and
local borrowings.
See Note 20 for additional information.
|
|
(8)
|
Property
and Equipment
|
Property and equipment as of December 31, 2009 and 2008
consists of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Land
|
|
$
|
28.2
|
|
|
$
|
23.9
|
|
Buildings
|
|
|
134.7
|
|
|
|
87.1
|
|
Leasehold improvements
|
|
|
72.0
|
|
|
|
59.0
|
|
Computer equipment
|
|
|
339.3
|
|
|
|
266.7
|
|
Furniture, fixtures, and other equipment
|
|
|
123.4
|
|
|
|
80.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
697.6
|
|
|
|
517.0
|
|
Accumulated depreciation and amortization
|
|
|
(321.7
|
)
|
|
|
(244.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
375.9
|
|
|
$
|
272.6
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense on property and equipment
amounted to $81.3 million, $88.4 million and
$115.6 million for the years ended December 31, 2009,
2008 and 2007, respectively. Included in discontinued operations
in the Consolidated Statements of Earnings was depreciation and
amortization expense on property and equipment of
$0.3 million, $8.7 million and $24.8 million for
the years ended December 31, 2009, 2008 and 2007,
respectively.
Changes in goodwill, net of purchase accounting adjustments,
during the years ended December 31, 2009 and 2008 are
summarized as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
|
|
|
|
|
|
|
FSG
|
|
|
PSG
|
|
|
ISG
|
|
|
Operations
|
|
|
Total
|
|
|
Balance, December 31, 2007
|
|
$
|
2,106.7
|
|
|
$
|
1,682.4
|
|
|
$
|
425.6
|
|
|
$
|
1,112.1
|
|
|
$
|
5,326.8
|
|
Goodwill distributed through the sale of non-strategic businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27.5
|
)
|
|
|
(27.5
|
)
|
Goodwill distributed through spin-off of LPS segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,084.6
|
)
|
|
|
(1,084.6
|
)
|
Purchase price and foreign currency adjustments
|
|
|
(10.3
|
)
|
|
|
(8.3
|
)
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
(20.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
$
|
2,096.4
|
|
|
$
|
1,674.1
|
|
|
$
|
423.5
|
|
|
$
|
|
|
|
$
|
4,194.0
|
|
Goodwill distributed through the sale of non-strategic businesses
|
|
|
(51.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51.3
|
)
|
Goodwill acquired during 2009
|
|
|
1,694.4
|
|
|
|
2,355.7
|
|
|
|
33.0
|
|
|
|
|
|
|
|
4,083.1
|
|
Purchase price and foreign currency adjustments
|
|
|
(1.1
|
)
|
|
|
(0.4
|
)
|
|
|
8.6
|
|
|
|
|
|
|
|
7.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
$
|
3,738.4
|
|
|
$
|
4,029.4
|
|
|
$
|
465.1
|
|
|
$
|
|
|
|
$
|
8,232.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Customer relationships intangible assets are generally obtained
as part of acquired businesses and are amortized over their
estimated useful lives, generally 5 to 10 years using
accelerated methods. Trademarks determined to have indefinite
lives are not amortized. Certain other trademarks are amortized
over periods ranging up to fifteen years. As of
December 31, 2009 and 2008, trademarks carried at
$49.1 million and $152.0 million, respectively, were
classified as indefinite lived.
Intangible assets, as of December 31, 2009, consisted of
the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
|
Customer relationships
|
|
$
|
2,942.3
|
|
|
$
|
638.7
|
|
|
$
|
2,303.6
|
|
Trademarks
|
|
|
99.2
|
|
|
|
6.0
|
|
|
|
93.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,041.5
|
|
|
$
|
644.7
|
|
|
$
|
2,396.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, as of December 31, 2008, consisted of
the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
|
Customer relationships
|
|
$
|
1,233.6
|
|
|
$
|
499.3
|
|
|
$
|
734.3
|
|
Trademarks
|
|
|
190.0
|
|
|
|
|
|
|
|
190.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,423.6
|
|
|
$
|
499.3
|
|
|
$
|
924.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for intangible assets with definite lives
was $153.4 million, $161.4 million and
$168.7 million for the years ended December 31, 2009,
2008 and 2007 respectively. Included in discontinued operations
in the Consolidated Statements of Earnings was amortization
expense on intangible assets of $19.0 million and
$44.4 million for the years ended December 31, 2008
and 2007, respectively. The Company introduced a new brand
identity in conjunction with the October 1, 2009 Metavante
acquisition, giving rise to a pre-tax impairment charge of
$124.0 million to certain previously acquired trademarks.
During the year ended December 31, 2008, we recorded a
pre-tax impairment charge of $52.0 million to reduce the
carrying value of a trademark related to the Companys
retail check business to its estimated fair value, due to
declining check volumes and the sale of our Australian check
business. We estimated the fair value of the check trademark by
utilizing a relief from royalty methodology. Under this method,
we estimate the amount of cash flows that, without owning the
trademark, we would have had to pay to license the trademark.
These estimated cash flows were then discounted to determine the
fair value. Additionally, the trademark, previously accounted
for as an indefinite lived intangible asset, was determined to
no longer be indefinite and has an estimated useful life of
15 years and is being amortized straight line over its
remaining life. Approximately $26.0 million of this charge
is included in cost of revenues in our Consolidated Statements
of Earnings and was recorded in the Corporate and Other segment
and $26.0 million (approximately $17.7 million net of
tax) is included in discontinued operations in our Consolidated
Statements of Earnings, as a portion of the charge related to
the Companys Australian retail check business disposed of
in fiscal year 2008 (Note 4).
29
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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):
|
|
|
|
|
2010
|
|
$
|
272.7
|
|
2011
|
|
|
255.8
|
|
2012
|
|
|
249.9
|
|
2013
|
|
|
241.2
|
|
2014
|
|
|
228.6
|
|
Computer software as of December 31, 2009 and 2008
consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Software from business acquisitions
|
|
$
|
646.7
|
|
|
$
|
368.6
|
|
Capitalized software development costs
|
|
|
662.6
|
|
|
|
529.5
|
|
Purchased software
|
|
|
72.3
|
|
|
|
64.6
|
|
|
|
|
|
|
|
|
|
|
Computer software
|
|
|
1,381.6
|
|
|
|
962.7
|
|
Accumulated amortization
|
|
|
(448.9
|
)
|
|
|
(345.7
|
)
|
|
|
|
|
|
|
|
|
|
Computer software, net of accumulated amortization
|
|
$
|
932.7
|
|
|
$
|
617.0
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for computer software was
$149.8 million, $149.9 million and $164.3 million
for the years ended December 31, 2009, 2008 and 2007,
respectively. Included in discontinued operations in the
Consolidated Statements of Earnings was amortization expense on
computer software of $14.8 million and $32.5 million
for the years ended December 31, 2008 and 2007,
respectively. During the year ended December 31, 2009, we
recorded a $12.9 million charge to write-off the carrying
value of impaired software resulting from the rationalization of
FIS and Metavante product lines. Of this total,
$6.8 million related to FSG and $6.1 million related
to PSG. The impairment was recorded in the Corporate and Other
Segment. During the year ended December 31, 2007, we
recorded a $13.5 million impairment charge to write-off the
carrying value of impaired software in FSG. Expected future
discounted cash flows
(Level 3-type
measurements) were used to estimate fair value for purposes of
these impairment determinations.
|
|
(12)
|
Deferred
Contract Costs
|
A summary of deferred contract costs as of December 31,
2009 and 2008 was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Installations and conversions in progress
|
|
$
|
31.8
|
|
|
$
|
22.5
|
|
Installations and conversions completed, net
|
|
|
193.5
|
|
|
|
181.0
|
|
Other, net
|
|
|
36.1
|
|
|
|
37.7
|
|
|
|
|
|
|
|
|
|
|
Total deferred contract costs
|
|
$
|
261.4
|
|
|
$
|
241.2
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred contract costs was $49.4 million,
$39.8 million and $34.8 million for the years ended
December 31, 2009, 2008 and 2007 respectively. Included in
discontinued operations in the Consolidated Statements of
Earnings was amortization expense on deferred contract costs of
$1.1 million and $2.0 million for the years ended
December 31, 2008 and 2007, respectively.
30
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(13)
|
Accounts
Payable and Accrued Liabilities
|
Accounts payable and accrued liabilities as of December 31,
2009 and 2008 consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Salaries and incentives
|
|
$
|
84.8
|
|
|
$
|
62.7
|
|
Accrued benefits and payroll taxes
|
|
|
33.1
|
|
|
|
29.6
|
|
Trade accounts payable
|
|
|
80.1
|
|
|
|
61.6
|
|
Reserve for claims and claims payable
|
|
|
16.5
|
|
|
|
36.2
|
|
Current portion interest rate swaps
|
|
|
30.7
|
|
|
|
39.6
|
|
Taxes other than income tax
|
|
|
42.9
|
|
|
|
24.1
|
|
Other accrued liabilities
|
|
|
235.1
|
|
|
|
132.4
|
|
|
|
|
|
|
|
|
|
|
Total accounts payable and accrued liabilities
|
|
$
|
523.2
|
|
|
$
|
386.2
|
|
|
|
|
|
|
|
|
|
|
Long-term debt as of December 31, 2009 and 2008 consisted
of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Term Loan A, secured, interest payable at LIBOR plus 0.88%
(1.11% at December 31, 2009), quarterly principal
amortization, maturing January 2012
|
|
$
|
1,890.0
|
|
|
$
|
1,995.0
|
|
Metavante Term Loan, secured, interest payable at LIBOR plus
3.25% (3.53% at December 31, 2009), quarterly principal
amortization, maturing November 2014 (net of $3.5 million
fair value discount)
|
|
|
794.5
|
|
|
|
|
|
Term Loan C, secured, interest payable at LIBOR plus 4.25%
(4.48% at December 31, 2009), maturing January 2012
|
|
|
200.0
|
|
|
|
|
|
Revolving Loan, secured, interest payable at LIBOR plus 0.70%
(Eurocurrency Borrowings), Fed-funds plus 0.70% (Swingline
Borrowings) or Prime plus 0.00% (Base Rate Borrowings) plus
0.18% facility fee (0.93% at December 31, 2009), maturing
January 2012. Total of $558.4 million unused as of
December 31, 2009
|
|
|
336.0
|
|
|
|
499.4
|
|
Other promissory notes with various interest rates and maturities
|
|
|
32.8
|
|
|
|
20.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,253.3
|
|
|
|
2,514.5
|
|
Less current portion
|
|
|
(236.7
|
)
|
|
|
(105.5
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding current portion
|
|
$
|
3,016.6
|
|
|
$
|
2,409.0
|
|
|
|
|
|
|
|
|
|
|
On January 18, 2007, we entered into a five-year syndicated
unsecured credit agreement (the FIS Credit
Agreement). The FIS Credit Agreement provides total
committed capital of $3,000.0 million comprised of
$2,100.0 million of term notes (the Term Loan
A) and $900.0 million of revolving capacity (the
Revolving Loan). The Revolving Loan is bifurcated
into two tranches; a $165.0 million tranche that allows
borrowings in U.S. Dollars only and a $735.0 million
multicurrency tranche that allows borrowings in
U.S. Dollars, Euros, British Pounds Sterling, and
Australian Dollars. The multicurrency tranche of the Revolving
Loan includes a sublimit of $250.0 million for swing line
loans and a $250.0 million sublimit for the issuance of
letters of credit. In addition, the FIS Credit Agreement
originally provided for an uncommitted incremental loan facility
in the maximum principal amount of $600.0 million.
To facilitate our acquisition of eFunds, on July 30, 2007,
we executed an amendment to the FIS Credit Agreement to increase
the permitted maximum principal of uncommitted incremental loans
from $600.0 million to
31
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
$2,100.0 million and converted the facility from unsecured
to secured. On September 12, 2007, the amendment became
effective, and we entered into a joinder agreement to obtain
$1,600.0 million of term loans (the Term Loan
B). On July 2, 2008, in conjunction with the spin-off
of Lender Processing Services, Inc., $1,585.0 million, the
then outstanding principal balance, of Term Loan B, was retired.
On November 1, 2007, Metavante entered into a credit
agreement (the MV Credit Agreement) for an aggregate
principal amount of $2,000.0 million comprised of
$1,750.0 million of seven-year term loans (the MV
Term Loan) and a six-year revolving capacity of
$250.0 million (the MV Revolving Loan).
Immediately preceding the merger of FIS and Metavante, the
outstanding balances of the MV Term Loan and MV Revolving Loan
were $1,723.8 million and $0, respectively.
On October 1, 2009, contemporaneous with the closing of the
Metavante merger, FIS obtained $500.0 million of term loans
(the Term Loan C), utilizing the $500.0 million
of remaining uncommitted incremental loans under the
September 12, 2007 amendment of the FIS Credit Agreement.
FIS exchanged the $500.0 million of Term Loan C for
$500.0 million of the MV Term Loan (which portion was
subsequently cancelled). In addition, on October 1, 2009,
FIS purchased $423.8 million of the remaining MV Term Loan,
which loans were deemed to be contemporaneously cancelled. After
giving effect to the exchange, purchase and cancellation, the
aggregate principal amount of the MV Term Loan outstanding as of
October 1, 2009 was $800.0 million.
Also on October 1, 2009, FIS entered into an agreement to
sell certain of its accounts receivable (the AR
Facility) to a wholly-owned special purpose accounts
receivable and financing entity (the SPV), which is
exclusively engaged in purchasing receivables from FIS. The SPV
funds its purchases, in part, by selling interests in the
accounts receivables to a syndicate of financial institution
purchasers in exchange for up to $145.0 million in capital
funding (provided, however, that if FIS obtains additional
commitments from new or existing purchasers, the aggregate
amount may be increased by up to an additional $55.0 million, to
an overall aggregate capital amount of $200.0 million). The
sales to the purchasers do not qualify for sale treatment as we
maintain effective control over the receivables that are sold.
Thus, the SPV is included in our consolidated financial
statements. At December 31, 2009, there was no outstanding
capital under the accounts receivable facility.
We may borrow, repay and re-borrow amounts under the Revolving
Loan from time to time until the maturity of the Revolving Loan.
We must make quarterly principal payments under the Term Loan A
of $52.5 million per quarter from March 31, 2010
through September 30, 2011, with the remaining balance of
$1.522.5 million payable on January 18, 2012. As of
December 31, 2009, there are no longer any mandatory
quarterly principal payments on the Term Loan C as these
requirements have been fulfilled in full due to principal
prepayments made during the quarter ended December 31,
2009. The remaining principal balance of the Term Loan C is
payable on January 18, 2012. We must make quarterly
principal payments on the MV Term Loan in the amount of
$2.0 million on the first business day of each February,
May, August, and November with the balance of
$759.4 million payable on November 1, 2014.
In addition to the scheduled principal payments, the term loans
are (with certain exceptions) subject to mandatory prepayment
upon the occurrence of certain events. There were no mandatory
prepayments owed for the period ended December 31, 2009.
Voluntary prepayment of the term loans is generally permitted at
any time without fee upon proper notice and subject to a minimum
dollar requirement. Commitment reductions of the Revolving Loan
are also permitted at any time without fee upon proper notice.
The Revolving Loan has no scheduled principal payments, but it
will be due and payable in full on January 18, 2012.
32
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Principal maturities of long-term debt at December 31, 2009
for the next five years are as follows (in millions);
|
|
|
|
|
2010
|
|
$
|
236.7
|
|
2011
|
|
|
179.7
|
|
2012
|
|
|
2,066.6
|
|
2013
|
|
|
8.1
|
|
2014
|
|
|
765.7
|
|
|
|
|
|
|
Total
|
|
$
|
3,256.8
|
(1)
|
|
|
|
|
|
|
|
|
(1) |
|
Principal maturities do not take into account $3.5 million
fair value discount recorded for Metavante Term Loan. |
The FIS Credit Agreement matures on January 18, 2012,
unless extended or earlier terminated in accordance with the
provisions of the agreement. Borrowings under the FIS Credit
Agreement bear interest at (i) LIBOR plus an applicable
margin or (ii) a Base Rate plus an applicable margin. The
FIS Credit Agreement defines Base Rate as the higher of
(a) the Federal Funds Rate plus 1/2 of 1% and (b) the
rate of interest in effect for such day as publicly announced
from time to time by JPMorgan Chase Bank, N.A.
(JPMCB) as its prime rate. For the
purposes of the Term C Loan, the definition of Base Rate was
amended to include one-month LIBOR plus 1%. We pay a commitment
fee on the Revolving Loan of 0.18% per annum, as of
December 31, 2009.
The MV Credit Agreement matures on November 1, 2014, unless
extended or earlier terminated in accordance with the provisions
of the agreement. Borrowings under the MV Credit Agreement bear
interest at (i) LIBOR plus an applicable margin or
(ii) a Base Rate plus an applicable margin. The MV Credit
Agreement defines Base Rate as the higher of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest
in effect for such day as publicly announced from time to time
by JPMCB as its Prime Rate and (c) one-month
LIBOR plus 1%.
The AR Facility matures on November 1, 2013, unless
extended or earlier terminated in accordance with the provisions
of the agreement. Borrowings under the AR Facility bear interest
at (i) LIBOR plus an applicable margin or (ii) a Base
Rate plus an applicable margin. The AR Facility Agreement
defines Base Rate as the higher of (a) the Federal Funds
Rate plus 1/2 of 1%, (b) the rate of interest in effect for
such day as publicly announced from time to time by JPMCB as its
Prime Rate and (c) one-month LIBOR plus 1%. In addition, we
pay an unused commitment fee of 1% per annum. At
December 31, 2009, there was no outstanding capital under
the accounts receivable facility.
The FIS Credit Agreement, MV Credit Agreement, and AR Facility
remain subject to customary affirmative, negative and financial
covenants included in the FIS Credit Agreement, including, among
other things, limits on the creation of liens, limits on the
incurrence of indebtedness, restrictions on investments and
dispositions, limitations on dividends and other restricted
payments, a minimum interest coverage ratio and a maximum
leverage ratio. Upon an event of default under the FIS Credit
Agreement or MV Credit Agreement, the administrative agent can
accelerate the maturity of all amounts borrowed. Events of
default include the failure to pay principal and interest in a
timely manner and breach of certain covenants.
The obligations of FIS under the FIS Credit Agreement are
guaranteed by substantially all of the domestic subsidiaries of
FIS (including Metavante and its domestic subsidiaries) and are
secured by a pledge of the equity interests issued by
substantially all of the domestic subsidiaries of FIS and a
pledge of 65% of the equity interests issued by certain foreign
subsidiaries of FIS (other than in each case, Metavante and its
subsidiaries). The obligations of Metavante under the MV Credit
Agreement are guaranteed by FIS and substantially all of its
domestic subsidiaries (including the domestic subsidiaries of
Metavante) and are secured by a pledge of the equity interests
issued by (and a security interest in substantially all of the
assets of) Metavante and the domestic subsidiaries of Metavante.
The obligations of the SPV under the AR Facility are guaranteed
by substantially all of the domestic subsidiaries of FIS
(including Metavante and its domestic subsidiaries). The SPV is
not a guarantor of
33
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the obligations of FIS under the FIS Credit Agreement or of the
obligations of Metavante under the MV Credit Agreement.
As of December 31, 2009, one financial institution that was
a lender under one of our credit facilities had failed, thereby
reducing the amount of revolving capacity available to us under
our Revolving Loan by an immaterial amount. No other financial
institutions that are lenders under any of our credit facilities
have failed to date. We continue to monitor the financial
stability of our counterparties on an ongoing basis. The lender
commitments under the undrawn portions of the Revolving Loan and
the AR Facility are comprised of a diversified set of financial
institutions both domestic and international. The combined
commitments of our top 10 lenders comprise about 67% of our
Revolving Loan and AR Facility. The failure of any single lender
to perform their obligations under the Revolving Loan
and/or the
AR Facility would not adversely impact our ability to fund
operations. If the single largest lender were to simultaneously
default under the terms of both the FIS Credit Agreement
(impacting the capacity of the Revolving Loan) and the AR
Facility, the maximum loss of available capacity on the undrawn
portion of these agreements would be about $117.6 million.
As of December 31, 2009, the combined undrawn capacity of
the Revolving Loan and the AR Facility was $703.4 million.
During the year ended December 31, 2008, we recorded a
charge of $12.4 million to write-off unamortized debt
issuance costs associated with the retirement of Term Loan B in
conjunction with the LPS spin-off. During the year ended
December 31, 2007, upon entering to the new FIS Credit
Agreement, we recorded a charge of $27.2 million to
write-off unamortized debt issuance costs relating to the
previous FIS term loans and revolver. Total debt issuance costs
of $6.3 million are capitalized as of December 31,
2009 related to all of the above credit facilities.
Through the eFunds acquisition on September 12, 2007, we
assumed $100.0 million in long-term notes payable
previously issued by eFunds (the eFunds Notes). On
February 26, 2008, we redeemed the eFunds Notes for a total
of $109.3 million, which included a make-whole premium of
$9.3 million.
As of December 31, 2009, 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Pays
|
|
FIS pays
|
|
Effective Date
|
|
Termination Date
|
|
Notional Amount
|
|
|
Variable Rate of
|
|
Fixed Rate of
|
|
|
April 11, 2007
|
|
April 11, 2010
|
|
$
|
850.0
|
|
|
1 Month Libor(4)
|
|
|
4.92
|
%(5)
|
April 11, 2010
|
|
April 11, 2011
|
|
|
200.0
|
|
|
1 Month Libor(4)
|
|
|
0.76
|
%(5)
|
October 20, 2009
|
|
April 20, 2011
|
|
|
400.0
|
|
|
1 Month Libor(4)
|
|
|
0.99
|
%(5)
|
October 20, 2009
|
|
April 20, 2011
|
|
|
300.0
|
|
|
1 Month Libor(4)
|
|
|
0.99
|
%(5)
|
February 1, 2010
|
|
May 1, 2011
|
|
|
250.0
|
|
|
1 Month Libor(4)
|
|
|
0.75
|
%(5)
|
February 1, 2010
|
|
May 1, 2011
|
|
|
150.0
|
|
|
1 Month Libor(4)
|
|
|
0.74
|
%(5)
|
December 11, 2009
|
|
June 13, 2011
|
|
|
200.0
|
|
|
1 Month Libor(4)
|
|
|
0.91
|
%(5)
|
February 1, 2008
|
|
February 1, 2012
|
|
|
600.0
|
(1)
|
|
3 Month Libor(2)
|
|
|
3.87
|
%(3)
|
February 1, 2008
|
|
February 1, 2012
|
|
|
200.0
|
|
|
3 Month Libor(2)
|
|
|
3.44
|
%(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,150.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Notional value amortizes to $400.0 million on
February 1, 2010 and $200.0 million on
February 1, 2011. |
|
(2) |
|
0.25% in effect at December 31, 2009. |
|
(3) |
|
In addition to the fixed rates paid under the swaps, we
currently pay an applicable margin of 3.25%. These swaps were
acquired in the Metavante merger. While the payments are fixed,
interest expense associated with these swaps is recorded based
on the floating rate curve established as of the acquisition
date. |
|
(4) |
|
0.23% in effect at December 31, 2009. |
34
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
(5) |
|
In addition to the fixed rates paid under the swaps, we
currently pay an applicable margin to our bank lenders on the
Term Loan A of 0.88%, Term Loan C of 4.25% and the Revolving
Loan of 0.70% (plus a facility fee of 0.18%) as of
December 31, 2009. |
We have designated these interest rate swaps as cash flow
hedges. A portion of the amount included in accumulated other
comprehensive earnings within the Consolidated Statement of
Equity and 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.
A summary of the fair value of the Companys derivative
instruments is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
Fair
|
|
|
|
|
Fair
|
|
|
|
Balance Sheet Location
|
|
Value
|
|
|
Balance Sheet Location
|
|
Value
|
|
|
Interest rate swap contracts
|
|
Accounts payable and
accrued liabilities
|
|
$
|
13.4
|
|
|
Accounts payable and
accrued liabilities
|
|
$
|
39.6
|
|
Interest rate swap contracts
|
|
Other long-term liabilities
|
|
|
31.1
|
|
|
Other long-term liabilities
|
|
|
44.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
44.5
|
|
|
|
|
$
|
84.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As part of the Metavante acquisition, the Company assumed
interest rate swap liabilities with a fair value at
October 1, 2009 of $45.1 million. During the 2009
fourth quarter the Company settled $10.0 million of these
instruments resulting in net acquired swap liabilities of
$35.1 million. The fair values of the remaining acquired
swaps were $30.5 million on December 31, 2009.
A summary of the effect of derivative instruments on the
Companys Consolidated Statements of Earnings and
recognized in Other Comprehensive Earnings (OCE) for
the years ended December 31, 2009, 2008 and 2007 are as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss)
|
|
Derivatives in Cash
|
|
Recognized in OCE on Derivative
|
|
Flow Hedging Relationships
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Interest rate swap contracts
|
|
$
|
(21.5
|
)
|
|
$
|
(84.7
|
)
|
|
$
|
(37.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss) Reclassified
|
|
Location of Loss Reclassified
|
|
from Accumulated OCE into Income
|
|
from Accumulated OCE into Income
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Interest expense
|
|
$
|
(89.4
|
)
|
|
$
|
(41.3
|
)
|
|
$
|
(8.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately $10.0 million of the balance in Accumulated
OCE at December 31, 2009 is expected to be reclassified
into income in 2010.
Our existing cash flow hedges are highly effective and there was
an immaterial 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, 2009, we believe that our interest rate
swap counterparties will be able to fulfill their obligations
under our agreements and
35
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
we believe we will have debt outstanding through the various
expiration dates of the swaps such that the forecasted
transactions remain probable of occurring.
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.
Income tax expense (benefit) attributable to continuing
operations for the years ended December 31, 2009, 2008 and
2007 consists of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Current provision (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
87.2
|
|
|
$
|
10.1
|
|
|
$
|
107.0
|
|
State
|
|
|
18.8
|
|
|
|
3.2
|
|
|
|
16.9
|
|
Foreign
|
|
|
6.3
|
|
|
|
2.2
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current provision
|
|
$
|
112.3
|
|
|
$
|
15.5
|
|
|
$
|
124.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(52.8
|
)
|
|
$
|
32.5
|
|
|
$
|
4.4
|
|
State
|
|
|
(5.2
|
)
|
|
|
2.6
|
|
|
|
(2.8
|
)
|
Foreign
|
|
|
(2.2
|
)
|
|
|
2.7
|
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred provision
|
|
|
(60.2
|
)
|
|
|
37.8
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes
|
|
$
|
52.1
|
|
|
$
|
53.3
|
|
|
$
|
128.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes is based on pre-tax income from
continuing operations, which is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
United States
|
|
$
|
103.1
|
|
|
$
|
126.0
|
|
|
$
|
343.9
|
|
Foreign
|
|
|
52.9
|
|
|
|
42.1
|
|
|
|
19.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
156.0
|
|
|
$
|
168.1
|
|
|
$
|
363.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Total income tax expense for the years ended December 31 was
allocated as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Tax expense per statements of earnings
|
|
$
|
52.1
|
|
|
$
|
53.3
|
|
|
$
|
128.4
|
|
Tax expense on equity in earnings of unconsolidated subsidiaries
|
|
|
|
|
|
|
0.1
|
|
|
|
1.5
|
|
Tax expense attributable to discontinued operations
|
|
|
22.0
|
|
|
|
70.4
|
|
|
|
172.2
|
|
Unrealized gain (loss) on interest rate swaps
|
|
|
26.0
|
|
|
|
(15.2
|
)
|
|
|
(16.8
|
)
|
Unrealized (loss) gain on foreign currency translation
|
|
|
(5.7
|
)
|
|
|
(12.1
|
)
|
|
|
9.7
|
|
Other adjustment
|
|
|
(0.1
|
)
|
|
|
0.7
|
|
|
|
(4.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense (benefit) allocated to other
comprehensive income
|
|
|
20.2
|
|
|
|
(26.6
|
)
|
|
|
(12.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit from exercise of stock options
|
|
|
(6.3
|
)
|
|
|
(1.2
|
)
|
|
|
(56.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$
|
88.0
|
|
|
$
|
96.0
|
|
|
$
|
233.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the federal statutory income tax rate to the
Companys effective income tax rate for the years ended
December 31, 2009, 2008 and 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Federal statutory income tax rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State income taxes
|
|
|
5.2
|
|
|
|
5.2
|
|
|
|
4.3
|
|
Federal benefit of state taxes
|
|
|
(1.8
|
)
|
|
|
(1.8
|
)
|
|
|
(1.5
|
)
|
Foreign rate differential
|
|
|
(8.8
|
)
|
|
|
(3.6
|
)
|
|
|
(1.8
|
)
|
Other
|
|
|
3.8
|
|
|
|
(3.1
|
)
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
33.4
|
%
|
|
|
31.7
|
%
|
|
|
35.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The significant components of deferred income tax assets and
liabilities at December 31, 2009 and 2008 consist of the
following (in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
Employee benefit accruals
|
|
$
|
101.6
|
|
|
$
|
36.2
|
|
Net operating loss carryforwards
|
|
|
72.0
|
|
|
|
60.5
|
|
Deferred revenue
|
|
|
71.9
|
|
|
|
60.0
|
|
Accruals and reserves
|
|
|
29.3
|
|
|
|
14.7
|
|
Interest rate swaps
|
|
|
21.9
|
|
|
|
32.1
|
|
Foreign currency translation adjustment
|
|
|
18.7
|
|
|
|
12.9
|
|
Allowance for doubtful accounts
|
|
|
16.4
|
|
|
|
14.1
|
|
Foreign tax credit carryforwards
|
|
|
15.7
|
|
|
|
13.5
|
|
Other
|
|
|
9.4
|
|
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred income tax assets
|
|
|
356.9
|
|
|
|
247.7
|
|
Less valuation allowance
|
|
|
(20.8
|
)
|
|
|
(12.8
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred income tax assets
|
|
|
336.1
|
|
|
|
234.9
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
|
Amortization of goodwill and intangible assets
|
|
|
1,084.7
|
|
|
|
414.9
|
|
Deferred contract costs
|
|
|
57.2
|
|
|
|
71.6
|
|
Depreciation
|
|
|
22.3
|
|
|
|
|
|
Other
|
|
|
6.9
|
|
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
Total deferred income tax liabilities
|
|
|
1,171.1
|
|
|
|
490.2
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liability
|
|
$
|
835.0
|
|
|
$
|
255.3
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes have been classified in the consolidated
balance sheets as of December 31, 2009 and 2008 as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Current assets
|
|
$
|
80.9
|
|
|
$
|
77.4
|
|
Noncurrent liabilities
|
|
|
915.9
|
|
|
|
332.7
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liability
|
|
$
|
835.0
|
|
|
$
|
255.3
|
|
|
|
|
|
|
|
|
|
|
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 or portion of a deferred income tax asset. Adjustments
to the valuation allowance will be made if there is a change in
managements assessment of the amount of deferred income
tax asset that is realizable.
As of December 31, 2009 and 2008, the Company had income
taxes receivable (payable) of $7.0 million and
($1.1) million, respectively.
At December 31, 2009 and 2008, the Company has federal,
state and foreign net operating loss carryforwards resulting in
deferred tax assets of $72.0 million and
$60.5 million, respectively. The federal and state net
operating
38
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
losses result in deferred tax assets at December 31, 2009
and 2008 of $9.7 million and $7.4 million,
respectively, which expire between 2019 and 2024. The Company
has a valuation allowance against deferred tax assets for state
net operating loss carryforwards in the amounts of
$9.0 million and $5.3 million at December 31,
2009 and 2008. The Company has foreign net operating loss
carryforwards resulting in deferred tax assets at
December 31, 2009 and 2008 of $62.3 million and
$53.1 million, respectively. The Company has valuation
allowances against these net operating losses at
December 31, 2009 and 2008 of $9.5 million and
$5.2 million, respectively. At December 31, 2009 and
2008, the Company had foreign tax credit carryforwards of
$15.7 million and $13.5 million, respectively, which
expire between 2013 and 2025. As of December 31, 2009 and
2008, the Company has a valuation allowance against
$2.3 million of foreign tax credits for which the
Companys management believes it is more likely than not
that it will not realize the benefit.
As of January 1, 2005, the IRS selected the Company to
participate in the Compliance Assurance Process (CAP) which is a
real-time audit for 2005 and future years. The IRS has completed
its review for years
2002-2007
which resulted in immaterial adjustments for tax years 2004 and
2007. Currently management believes the ultimate resolution of
the IRS examinations will not result in a material adverse
effect to the Companys financial position or results of
operations. Substantially all material foreign income tax return
matters have been concluded through 2002. Substantially all
state income tax returns have been concluded through 2005.
The Company provides for United States income taxes on earnings
of foreign subsidiaries unless they are considered permanently
reinvested outside the United States. At December 31, 2009,
the cumulative earnings on which United States taxes have not
been provided for were $254.0 million. If these earnings
were repatriated to the United States, they would generate
foreign tax credits that could reduce the federal tax liability
associated with the foreign dividend.
The following table reconciles the gross amounts of unrecognized
gross tax benefits at the beginning and end of the period (in
millions):
|
|
|
|
|
|
|
Gross Amount
|
|
|
Amounts of unrecognized tax benefits at January 1, 2008
|
|
$
|
23.7
|
|
Amount of decreases due to lapse of the applicable statute of
limitations
|
|
|
(3.6
|
)
|
Amount of decreases due to change of position
|
|
|
(2.5
|
)
|
Amount of decreases due to settlements
|
|
|
(6.7
|
)
|
Increases as a result of tax positions taken in a prior period
|
|
|
4.8
|
|
|
|
|
|
|
Amount of unrecognized tax benefit at December 31, 2008
|
|
|
15.7
|
|
|
|
|
|
|
Amount of decreases due to lapse of the applicable statute of
limitations
|
|
|
(1.0
|
)
|
Acquired in Metavante acquisition
|
|
|
27.1
|
|
Increases as a result of tax positions taken in a prior period
|
|
|
1.4
|
|
|
|
|
|
|
Amount of unrecognized tax benefit at December 31, 2009
|
|
$
|
43.2
|
|
|
|
|
|
|
The total amount of interest expense recognized in the
Consolidated Statements of Earnings for unpaid taxes is
$4.0 million, $2.3 million and $1.4 million for
the years ended December 31, 2009, 2008 and 2007,
respectively. The total amount of interest and penalties
recognized in the Consolidated Balance Sheets is
$11.8 million and $3.8 million at December 31,
2009 and 2008, 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 $2.6 million of gross
unrecognized tax benefits may be recognized during that twelve
month period.
39
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(16)
|
Commitments
and Contingencies
|
Litigation
In the ordinary course of business, the Company is involved in
various pending and threatened litigation matters related to
operations, some of which include claims for punitive or
exemplary damages. The Company believes that no actions, other
than the matters listed below, depart from customary litigation
incidental to its business. As background to the disclosure
below, please note the following:
|
|
|
|
|
These matters raise difficult and complicated factual and legal
issues and are subject to many uncertainties and complexities.
|
|
|
|
The Company reviews these matters on an on-going basis and
follows the authoritative provisions for accounting for
contingencies when making accrual and disclosure decisions. A
liability must be accrued if (a) it is probable that an
asset has been impaired or a liability has been incurred and
(b) the amount of loss can be reasonably estimated. If one
of these criteria has not been met, disclosure is required when
there is at least a reasonable possibility that a loss may have
been incurred. When assessing reasonably possible and probable
outcomes, the Company bases decisions on the assessment of the
ultimate outcome following all appeals. Legal fees associated
with defending these matters are expensed as incurred.
|
Litigation
Related to the Metavante Merger
During the second quarter of 2009, a putative class action
complaint was filed by a purported Metavante shareholder against
Metavante, its directors, certain officers, and FIS. The
complaint alleges that the Metavante directors and officers
breached fiduciary duties to the Metavante shareholders and that
Metavante and FIS aided and abetted such breaches. The complaint
sought to enjoin the proposed Merger transaction, preliminarily
and permanently, and also sought unspecified money damages,
attorneys fees, and class certification. An amended
complaint was subsequently filed adding an additional plaintiff,
but it is otherwise the same as the original complaint. The case
is Lisa Repinski, et al v. Michael Hayford, et
al., Milwaukee County Circuit Court Case No. 09CV5325.
A second putative class action containing similar allegations
was also filed in the second quarter of 2009 by another
purported Metavante shareholder against Metavante and its
directors and certain officers. This complaint sought to enjoin
the Merger transaction, preliminarily and permanently, and also
seeks unspecified money damages, attorneys fees, and class
certification. The case is Samuel Beren v. Metavante
Technologies, Inc. et al., Milwaukee County Circuit Court
Case No. 09CV6315. The two cases were consolidated into a
single action in the second quarter of 2009 as In re
Metavante Technologies, Inc. Shareholder Litigation,
No. 09CV5325. The parties signed a Memorandum of
Understanding settling the litigation during the third quarter
of 2009 that is subject to court approval. The settlement was
not material to the Company. The parties have stayed all
litigation and the court has executed a protective order to
permit confirmatory discovery to take place. Preliminary court
approval was received in the fourth quarter of 2009. Class
members are being notified of the settlement and given an
opportunity to object or opt-out of it. After that, the parties
will seek final approval of the settlement from the court.
McCormick,
April v. Certegy Payment Recovery Services, Inc., et
al
This is a putative class action filed in the U.S. District
Court for the Northern District of Texas against Certegy Check
Services, Inc. and Certegy Payment Recovery Services, Inc.
during the first quarter of 2006. The complaint seeks damages
and declaratory relief for breach of contract as well as alleged
violations of the Fair Debt Collection Practices Act
(FDCPA), Texas Debt Collections Act, and Texas
Deceptive Trade Practices Act (TDTPA). The Plaintiff
wrote a check to a retailer that was dishonored on presentment.
The dishonored check was assigned to Certegy for recovery and
collection of associated service charges. The Plaintiff contends
that there was no authority to collect a $30 service charge on
her bounced check, that the collection letters she received were
misleading and that Certegys actions were oppressive.
Point-of-sale
signage indicated that a fee of $25 or the maximum allowed by
40
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
law would be owed for any bounced check. In addition, the check
was stamped at the
point-of-sale
with a similar statement that the plaintiff signed. The service
charge statute in Texas allows a reasonable fee of up to $30 for
bounced checks. The court dismissed multiple claims arising out
of the FDCPA, including all claims based on alleged
misrepresentations or oppressive conduct. The only FDCPA claim
remaining is Plaintiffs claim against Certegy Payment
Recovery Services under Section 808. Certegy filed a motion
to dismiss the state law claims and a motion for summary
judgment as to all counts, arguing that Plaintiff expressly
agreed to pay a service charge if her check bounced. The court
dismissed the declaratory judgment claim and found that Certegy
did not make false, deceptive or misleading representations
under the TDTPA; however, the court declined to dismiss the
remainder of the state law claims. The Plaintiff filed a motion
for class certification, and in the first quarter of 2009 the
court granted that motion with respect to the FDCPA claim
against Certegy Payment Recovery Services, but denied it with
respect to all other claims and against all other defendants.
Certegy Payment Recovery Services appealed the decision to the
5th Circuit Court of Appeals. The matter was mediated
during the second quarter of 2009 and a settlement agreement
regarding all claims was signed and filed with the court for
approval during the third quarter of 2009. After notice to all
class members, the court approved the settlement in the first
quarter of 2010.
Drivers
Privacy Protection Act
A putative class action lawsuit styled Richard Fresco, et
al. v. Automotive Directions, Inc. et al., was filed
against eFunds and seven other non-related parties in the
U.S. District Court for the Southern District of Florida
during the second quarter of 2003. The complaint alleged that
eFunds purchased motor vehicle records that were used for
marketing and other purposes that are not permitted under the
Federal Drivers Privacy Protection Act (DPPA).
The plaintiffs sought statutory damages, plus costs,
attorneys fees and injunctive relief. eFunds and five of
the other seven defendants settled the case with the plaintiffs.
That settlement was approved by the court over the objection of
a group of Texas drivers and motor vehicle record holders. The
plaintiffs have since moved to amend the courts order
approving the settlement in order to seek a greater
attorneys fee award and to recover supplemental costs. In
the meantime, the objectors filed two class action complaints
styled Sharon Taylor, et al. v. Biometric Access Company
et al. and Sharon Taylor, et al. v. Acxiom et al. in
the U.S. District Court for the Eastern District of Texas
during the first quarter of 2007 alleging similar violations of
the DPPA. The Acxiom action was filed against the Companys
ChexSystems, Inc. subsidiary, while the Biometric suit was filed
against the Companys Certegy Check Services, Inc.
subsidiary. The judge recused himself in the action against
Certegy because he was a potential member of the class. The
lawsuit was then assigned to a new judge and Certegy filed a
motion to dismiss. The court granted Certegys motion to
dismiss with prejudice in the third quarter of 2008. ChexSystems
filed a motion to dismiss or stay its action based upon the
earlier settlement and the Court granted the motion to stay
pending resolution of the Florida case. The court dismissed the
ChexSystems lawsuit with prejudice against the remaining
defendants in the third quarter of 2008. The plaintiffs moved
the court to amend the dismissal to exclude defendants that were
parties to the Florida settlement. That motion was granted. The
plaintiffs then appealed the dismissal. The plaintiffs
appeals of the dismissals in both lawsuits are pending.
Searcy,
Gladys v. eFunds Corporation
This is a nationwide putative class action that was originally
filed against eFunds Corporation and its affiliate Deposit
Payment Protection Services, Inc. in the U.S. District
Court for the Northern District of Illinois during the first
quarter of 2008. The complaint seeks damages for an alleged
willful violation of the Fair Credit Reporting Act
(FCRA) in connection with the operation of the
Shared Check Authorization Network. Plaintiffs principal
allegation is that consumers did not receive appropriate
disclosures pursuant to § 1681g of the FCRA because
the disclosures did not include: (i) all information in the
consumers file at the time of the request; (ii) the
source of the information in the consumers file;
and/or
(iii) the names of any persons who requested information
related to the consumers check writing history during the
prior year. The Company answered the complaint and is vigorously
defending the matter. Plaintiff filed a motion for class
certification which was granted with respect to two subclasses
41
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
during the first quarter of 2010. The motion was denied with
respect to all other subclasses. The Company has filed a motion
for reconsideration and awaits the courts ruling on that
motion.
In re
Lehman Bros. Holdings et al.
This is an action filed against Metavante Corporation by Lehman
Brothers Special Financing, Inc., as debtor and debtor in
possession, together with Lehman Brothers Holding Inc. and its
affiliated debtors (collectively, Lehman) in the
U.S. Bankruptcy Court of the Southern District of New York
during the second quarter of 2009. The action seeks performance
under an interest rate swap agreement and enforcement of the
automatic bankruptcy stay. Lehman alleges that Metavante owed
through the third quarter of 2009: (a) reset payments
totaling approximately $11.1 million; and
(b) $0.7 million in default interest. The bankruptcy
court ordered Metavante to make these payments, which Metavante
appealed during the fourth quarter of 2009. Oral argument on
that appeal will be heard during the first quarter of 2010. See
Note 3(d) for additional information.
Indemnifications
and Warranties
The Company often indemnifies its customers against damages and
costs resulting from claims of patent, copyright, or trademark
infringement associated with use of its software through
software licensing agreements. Historically, the Company has not
made any 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 costs have been incurred
related to software warranties and none are expected in the
future, and as such no accruals for warranty costs have been
made.
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, 2014, and thereafter in
the aggregate, are as follows (in millions):
|
|
|
|
|
2010
|
|
$
|
73.2
|
|
2011
|
|
|
56.3
|
|
2012
|
|
|
39.1
|
|
2013
|
|
|
28.0
|
|
2014
|
|
|
19.3
|
|
Thereafter
|
|
|
71.1
|
|
|
|
|
|
|
Total
|
|
$
|
287.0
|
|
|
|
|
|
|
In addition, the Company has operating lease commitments
relating to office equipment and computer hardware with annual
lease payments of approximately $22.5 million per year
which renew on a short-term basis.
Rent expense incurred under all operating leases during the
years ended December 31, 2009, 2008 and 2007 was
$100.2 million, $117.0 million and
$108.4 million, respectively. Included in discontinued
operations in the Consolidated Statements of Earnings was rent
expense of $0.4 million, $14.5 million and
$23.5 million for the years ended December 31, 2009,
2008 and 2007, respectively.
42
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Data Processing and Maintenance Services
Agreements. The Company has agreements with
various vendors, which expire between 2010 and 2019, for
portions of its computer data processing operations and related
functions. The Companys estimated aggregate contractual
obligation remaining under these agreements was approximately
$375.5 million as of December 31, 2009. 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
Companys data processing needs.
|
|
(17)
|
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
an expense of $12.4 million, $14.3 million and
$15.2 million, respectively, for the years ended
December 31, 2009, 2008 and 2007 relating to the
participation of FIS employees in the ESPP. Included in
discontinued operations in the Consolidated Statements of
Earnings was expense of $0.1 million, $3.0 million and
$5.7 million for the years ended December 31, 2009,
2008 and 2007, respectively.
401(k)
Profit Sharing Plan
The Companys 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
employees total eligible compensation. The Company
recorded expense of $16.6 million, $18.5 million and
$20.3 million, respectively, for the years ended
December 31, 2009, 2008 and 2007 relating to the
participation of FIS employees in the 401(k) plan. Included in
discontinued operations in the Consolidated Statements of
Earnings was expense of $0.1 million, $3.9 million and
$7.8 million for the years ended December 31, 2009,
2008 and 2007, respectively.
Stock
Option Plans
In 2005, the Company adopted the FIS 2005 Stock Incentive Plan
(the Plan). As of December 31, 2009 and 2008,
there were 1.8 million and 2.7 million options
outstanding under this plan, respectively, at a strike price of
$8.71 per share (as adjusted for the 1.7952 conversion ratio for
the LPS spin-off and the 0.6396 exchange ratio in the Certegy
transaction). These stock options were granted at the fair value
of the Companys stock on the grant date. The options
granted under this plan have a term of 10 years and vest
quarterly over either a 4 or 5 year period (the
time-based options) or based on specific performance
criteria (the performance-based options). The
performance-based options vested in 2006 after the performance
criteria were met subsequent to the Certegy Merger.
Through the Certegy Merger, the Company assumed the Certegy Inc.
Stock Incentive Plan that provides for the issuance of qualified
and non-qualified stock options to officers and other key
employees at exercise prices not less than market on the date of
grant. All options and awards outstanding prior to the Certegy
Merger under the Certegy Plan were fully vested as of the
Certegy Merger date. As part of the Certegy Merger, the Certegy
shareholders approved amendments to the plan and approved an
additional 6.0 million shares to be made available under
the plan. The Company granted 0.1 million and
4.7 million options under this plan in the years ended
December 31, 2008 and 2007, respectively. There were
12.5 million and 14.7 million options outstanding
under this plan at December 31, 2009 and 2008, respectively.
43
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On November 9, 2006, as part of the closing of the FNF
Merger, the Company assumed certain options and restricted stock
grants that the Companys employees and directors held in
FNF under certain FNF stock option plans. The Company assumed
2.7 million options to replace approximately
4.9 million outstanding FNF options per the FNF Merger
agreement. The Company also assumed 0.1 million shares of
restricted stock. There were 1.4 million options
outstanding under these plans at December 31, 2009 and 2008.
Certain FIS employees were participants in FNFs
stock-based compensation plans prior to the FNF Merger, which
provide for the granting of incentive and nonqualified stock
options, restricted stock and other stock-based incentive awards
for officers and key employees. Grants of incentive and
nonqualified stock options under these plans have generally
provided that options shall vest equally over three years and
generally expire ten years after their original date of grant.
All options granted under these plans have an exercise price
equal to the market value of the underlying common stock on the
date of grant. There were no FNF options granted to FIS
employees under these plans subsequent to 2006. The Company
recorded expense relating to these options and restricted stock
of $1.0 million and $6.4 million in the years ended
December 31, 2008 and 2007, respectively. All FNF options
and restricted stock for which the Company now records expense
were converted into FIS options and restricted stock in the FNF
Merger noted above.
On September 12, 2007, as part of the closing of the eFunds
Acquisition, the Company assumed certain vested and unvested
options and restricted stock units that the employees of eFunds
held as of the acquisition date in the eFunds stock option
plans. The Company assumed 2.2 million options and
0.1 million restricted stock units.
In 2008, the Company adopted the FIS 2008 Stock Incentive Plan.
The Company granted 3.3 million and 4.8 million
options under this plan in the years ended December 31,
2009 and 2008, respectively. There were 7.9 million and
4.8 million options outstanding and 15.9 million and
19.2 million options available for grant under this plan as
of December 31, 2009 and 2008, respectively.
On July 2, 2008, we completed the LPS
spin-off. All stock options and awards held by
our employees that became LPS employees were cancelled as of
that date and reissued as LPS stock options and awards which are
being accounted for in LPS financial results on a
go-forward basis. All stock options and awards held by employees
that continued to be FIS employees were adjusted using a
conversion factor to adjust both the number of awards and the
strike price of the awards that ensured the fair value of the
option and award were the same immediately before and after the
spin-off transaction.
On October 1, 2009, in conjunction with the Metavante
acquisition, the Company assumed certain vested and unvested
options and restricted stock awards that the employees of
Metavante held as of the acquisition date in the Metavante stock
option plans. The Company assumed 12.2 million options and
0.6 million restricted stock awards. The Company granted
2.8 million additional options under this plan subsequent
to the acquisition in the fourth quarter of 2009. There were
14.3 million options outstanding and 14.4 million
options available for grant under this plan as of
December 31, 2009.
44
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following schedule summarizes the stock option activity for
the years ended December 31, 2009, 2008 and 2007 (in
millions except for per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
Shares
|
|
|
Exercise Price
|
|
|
Balance, December 31, 2006
|
|
|
17.1
|
|
|
$
|
26.02
|
|
Assumed in eFunds acquisition
|
|
|
2.2
|
|
|
|
28.47
|
|
Granted
|
|
|
4.7
|
|
|
|
42.55
|
|
Exercised
|
|
|
(6.5
|
)
|
|
|
18.18
|
|
Cancelled
|
|
|
(0.2
|
)
|
|
|
20.07
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
|
17.3
|
|
|
|
33.22
|
|
Granted January 1, 2008 through July 2, 2008
|
|
|
0.2
|
|
|
|
40.24
|
|
Exercised January 1, 2008 through July 2, 2008
|
|
|
(0.5
|
)
|
|
|
21.85
|
|
Cancelled January 1, 2008 through July 2, 2008
|
|
|
(0.2
|
)
|
|
|
31.02
|
|
Cancelled and assumed by LPS in spin-off transaction
|
|
|
(4.6
|
)
|
|
|
33.89
|
|
|
|
|
|
|
|
|
|
|
Balance, July 2, 2008 before equity restructuring adjustment
|
|
|
12.2
|
|
|
|
33.58
|
|
Granted in LPS spin-off transaction
|
|
|
9.7
|
|
|
|
(a
|
)
|
|
|
|
|
|
|
|
|
|
Balance, July 2, 2008 post-equity restructuring adjustment
|
|
|
21.9
|
|
|
|
18.71
|
|
Granted July 3, 2008 through December 31, 2008
|
|
|
4.7
|
|
|
|
14.46
|
|
Exercised July 3, 2008 through December 31, 2008
|
|
|
(0.6
|
)
|
|
|
13.78
|
|
Cancelled July 3, 2008 through December 31, 2008
|
|
|
(0.2
|
)
|
|
|
19.56
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
25.8
|
|
|
|
17.95
|
|
Assumed in Metavante acquisition
|
|
|
12.2
|
|
|
|
16.77
|
|
Granted
|
|
|
6.1
|
|
|
|
23.09
|
|
Exercised
|
|
|
(3.7
|
)
|
|
|
13.15
|
|
Cancelled
|
|
|
(0.9
|
)
|
|
|
20.20
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
39.5
|
|
|
|
18.73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
As a result of the LPS spin-off, all FIS stock options and
awards held by LPS employees were cancelled and reissued
as LPS stock options and awards and are accounted for in
LPS financial results going forward. All stock options and
awards held by employees that continued as FIS employees were
adjusted using a conversion factor of 1.7952 to adjust both the
number of awards and the strike price of these awards to ensure
that their fair value was the same immediately before and after
the spin-off. |
The intrinsic value of options exercised during the years ended
December 31, 2009, 2008 and 2007 was $35.4 million,
$11.4 million and $179.3 million, respectively. The
Company generally issues shares from treasury stock for stock
options exercised.
45
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes information related to stock
options outstanding and exercisable as of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
|
Exercisable Options
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
Intrinsic
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
Intrinsic
|
|
|
|
Number
|
|
|
Remaining
|
|
|
Average
|
|
|
Value at
|
|
|
Number
|
|
|
Remaining
|
|
|
Average
|
|
|
Value at
|
|
|
|
of
|
|
|
Contractual
|
|
|
Exercise
|
|
|
December 31,
|
|
|
of
|
|
|
Contractual
|
|
|
Exercise
|
|
|
December 31,
|
|
Range of Exercise Price
|
|
Options
|
|
|
Life
|
|
|
Price
|
|
|
2009(b)
|
|
|
Options
|
|
|
Life
|
|
|
Price
|
|
|
2009(b)
|
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
$ 0.00 - $ 8.71
|
|
|
1.8
|
|
|
|
5.08
|
|
|
$
|
8.65
|
|
|
$
|
26.7
|
|
|
|
1.8
|
|
|
|
5.08
|
|
|
$
|
8.65
|
|
|
$
|
26.7
|
|
$ 8.72 - $14.35
|
|
|
6.8
|
|
|
|
5.45
|
|
|
|
13.34
|
|
|
|
68.2
|
|
|
|
3.2
|
|
|
|
4.46
|
|
|
|
12.90
|
|
|
|
33.4
|
|
$14.36 - $17.30
|
|
|
7.4
|
|
|
|
5.71
|
|
|
|
16.69
|
|
|
|
50.0
|
|
|
|
6.5
|
|
|
|
5.42
|
|
|
|
16.61
|
|
|
|
44.5
|
|
$17.31 - $20.00
|
|
|
5.2
|
|
|
|
4.55
|
|
|
|
17.93
|
|
|
|
28.7
|
|
|
|
5.2
|
|
|
|
4.52
|
|
|
|
17.92
|
|
|
|
28.5
|
|
$20.01 - $23.03
|
|
|
9.1
|
|
|
|
5.58
|
|
|
|
21.89
|
|
|
|
14.1
|
|
|
|
5.3
|
|
|
|
4.98
|
|
|
|
21.43
|
|
|
|
10.7
|
|
$23.04 - $23.44
|
|
|
1.8
|
|
|
|
3.86
|
|
|
|
23.03
|
|
|
|
0.7
|
|
|
|
1.8
|
|
|
|
3.86
|
|
|
|
23.03
|
|
|
|
0.7
|
|
$23.45 - $24.89
|
|
|
7.4
|
|
|
|
5.54
|
|
|
|
23.80
|
|
|
|
(a)
|
|
|
|
5.1
|
|
|
|
4.98
|
|
|
|
23.71
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.00 - $24.89
|
|
|
39.5
|
|
|
|
5.34
|
|
|
$
|
18.73
|
|
|
$
|
188.4
|
|
|
|
28.9
|
|
|
|
4.88
|
|
|
$
|
18.48
|
|
|
$
|
144.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
No intrinsic value as of December 31, 2009. |
|
(b) |
|
Intrinsic value is based on a closing stock price at
December 31, 2009 of $23.44. |
The Company has provided for total stock compensation expense of
$71.0 million, $60.7 million and $39.0 million
for 2009, 2008, and 2007, respectively, which is included in
selling, general, and administrative expense in the Consolidated
Statements of Earnings, unless the expense is attributable to a
discontinued operation. The amount of stock compensation expense
related to discontinued operations is $9.1 million and
$14.0 million in 2008 and 2007, respectively, and has been
reclassified accordingly.
Stock compensation expense of $19.3 million was recorded
for the year ended December 31, 2009 relating to the
acceleration of option vesting for all options and restricted
stock awards granted under the Certegy plan from
February 1, 2006 through June of 2008, due to the terms of
the change in control provisions relating to those awards
triggered by the acquisition of Metavante. Those awards
specified that a greater than 33.3% change in ownership of the
Company would trigger the change in control provisions under
those agreements and subsequent to the Metavante acquisition,
FIS shareholders held approximately 52% of the outstanding
shares of the Company. Stock compensation expense for 2009 also
includes $8.2 million relating to the acceleration of
expense relating to certain options and restricted stock awards
held by certain executives granted in 2008 under the terms of
their employment agreements. Due to the fact that the terms of
these awards included these provisions, the acceleration charge
was based on the original fair value attributable to the awards
and was not remeasured upon the change in control provision
being triggered. Stock compensation expense of
$14.1 million was recorded for the year ended
December 31, 2008 relating to the acceleration of option
vesting for all options held by eFunds employees prior to the
merger and $2.6 million relating to the acceleration upon
termination of certain executive unvested stock awards. Stock
compensation expense of $2.2 million was recorded for the
year ended December 31, 2007 relating to the acceleration
of option vesting upon termination of certain employees during
the year.
46
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The weighted average fair value of options granted during 2009,
2008 and 2007 was estimated to be $7.18, $3.84 and $12.60,
respectively, using the Black-Scholes option pricing model with
the assumptions below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Risk free interest rate
|
|
|
2.3
|
%
|
|
|
2.8
|
%
|
|
|
3.5
|
%
|
Volatility
|
|
|
35.0
|
%
|
|
|
26.0
|
%
|
|
|
25.0
|
%
|
Dividend yield
|
|
|
1.0
|
%
|
|
|
1.0
|
%
|
|
|
0.5
|
%
|
Weighted average expected life (years)
|
|
|
5.0
|
|
|
|
5.3
|
|
|
|
5.8
|
|
At December 31, 2009 and 2008, the total unrecognized
compensation cost related to non-vested stock awards is
$93.5 million and $69.3 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.
On October 25, 2006, our Board of Directors approved a plan
authorizing repurchases of up to $200.0 million worth of
our common stock (the Old Plan). On April 17,
2008, our Board of Directors approved a plan authorizing
repurchases of up to an additional $250.0 million worth of
our common stock (the New Plan). Under the New Plan
we repurchased 5.8 million shares of our stock for
$226.2 million, at an average price of $38.97 for the year
ended December 31, 2008. During the year ended
December 31, 2008, we also repurchased an additional
0.2 million shares of our stock for $10.0 million at
an average price of $40.56 under the Old Plan. During 2007, the
Company repurchased 1.6 million shares at an average price
of $49.15 under the Old Plan. (See Note 20 for additional
information).
On March 20, 2008, we granted 0.4 million shares of
restricted stock at a price of $38.75 that vest quarterly over
2 years. On July 2, 2008, 0.2 million of these
shares were cancelled and assumed by LPS. The remaining unvested
restricted shares were converted by the conversion factor of
1.7952. These awards vested as of October 1, 2009 under the
change in control provisions due to the Metavante acquisition.
During 2009, we granted 0.5 million shares of restricted
stock at a price of $22.55 that vest annually over 3 years.
On October 1, 2009, the Company granted 0.4 million
restricted stock units at a price of $24.85 per share that vest
over six months. On October 27, 2008, we granted
0.8 million shares of restricted stock at a price of $14.35
that vest annually over 3 years. As of December 31,
2009 and 2008, we have approximately 1.4 million and
1.0 million unvested restricted shares remaining.
Other
Benefit Plans
Certegy
Pension Plan
In connection with the Certegy Merger, the Company announced
that it was going to terminate and settle the Certegy
U.S. Retirement Income Plan (USRIP). The final
USRIP settlement occurred during the fourth quarter of 2007 and
was paid to the participants electing to take a lump-sum payment
of their accrued benefit or receiving an annuity contract for
their remaining benefit. The aggregate settlement value was
$73.5 million. In addition the Company amended the
Supplemental Executive Retirement Plan (SERP) to
effectively freeze the benefits entitled under the plan
resulting in a curtailment and settlement of that plan at
December 31, 2007. The liabilities of that plan were then
paid out in February 2008.
Kordoba
Pension Plan
Our German operations have unfunded, defined benefit plan
obligations. These obligations relate to retirement benefits to
be paid to Kordobas employees upon retirement. The
accumulated benefit obligation at December 31, 2009 and
2008 was $30.7 million and $27.7 million,
respectively, and the projected benefit obligation was
$31.7 million and $28.6 million, respectively. The
plan remains unfunded as of December 31, 2009.
47
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(18)
|
Concentration
of Risk
|
The Company generates a significant amount of revenue from large
customers, however, no individual customer accounted for more
than 5% of total revenue or total segment revenue in the years
ended December 31, 2009, 2008 and 2007.
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 Companys customer base, thus
spreading the trade receivables credit risk. The Company
controls credit risk through monitoring procedures.
Summarized financial information for the Companys segments
is shown in the following tables.
As of and for the year ended December 31, 2009 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
FSG
|
|
|
PSG
|
|
|
ISG
|
|
|
and Other
|
|
|
Total
|
|
|
Processing and services revenues
|
|
$
|
1,260.0
|
|
|
$
|
1,741.9
|
|
|
$
|
782.7
|
|
|
$
|
(15.1
|
)
|
|
$
|
3,769.5
|
|
Operating expenses
|
|
|
842.3
|
|
|
|
1,266.3
|
|
|
|
668.5
|
|
|
|
714.5
|
|
|
|
3,491.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
417.7
|
|
|
$
|
475.6
|
|
|
$
|
114.2
|
|
|
$
|
(729.6
|
)
|
|
|
277.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(121.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
156.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
101.0
|
|
|
$
|
78.2
|
|
|
$
|
58.5
|
|
|
$
|
332.9
|
|
|
$
|
570.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
98.8
|
|
|
$
|
31.3
|
|
|
$
|
68.1
|
|
|
$
|
12.1
|
|
|
$
|
210.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
4,960.4
|
|
|
$
|
4,807.8
|
|
|
$
|
1,661.0
|
|
|
$
|
2,568.4
|
|
|
$
|
13,997.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
3,738.4
|
|
|
$
|
4,029.4
|
|
|
$
|
465.1
|
|
|
$
|
|
|
|
$
|
8,232.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2008 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
FSG
|
|
|
PSG
|
|
|
ISG
|
|
|
and Other
|
|
|
Total
|
|
|
Processing and services revenues
|
|
$
|
1,135.8
|
|
|
$
|
1,526.3
|
|
|
$
|
768.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
3,427.7
|
|
Operating expenses
|
|
|
783.6
|
|
|
|
1,172.5
|
|
|
|
699.4
|
|
|
|
448.4
|
|
|
|
3,103.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
352.2
|
|
|
$
|
353.8
|
|
|
$
|
68.7
|
|
|
$
|
(450.9
|
)
|
|
|
323.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(155.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
168.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
90.5
|
|
|
$
|
69.4
|
|
|
$
|
52.7
|
|
|
$
|
209.2
|
|
|
$
|
421.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
87.0
|
|
|
$
|
34.2
|
|
|
$
|
93.5
|
|
|
$
|
10.8
|
|
|
$
|
225.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,865.3
|
|
|
$
|
2,195.1
|
|
|
$
|
1,349.2
|
|
|
$
|
1,082.4
|
|
|
$
|
7,492.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
2,096.4
|
|
|
$
|
1,674.1
|
|
|
$
|
423.5
|
|
|
$
|
|
|
|
$
|
4,194.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As of and for year ended December 31, 2007 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
FSG
|
|
|
PSG
|
|
|
ISG
|
|
|
and Other
|
|
|
Total
|
|
|
Processing and services revenues
|
|
$
|
979.6
|
|
|
$
|
1,303.2
|
|
|
$
|
613.7
|
|
|
$
|
(3.6
|
)
|
|
$
|
2,892.9
|
|
Operating expenses
|
|
|
797.5
|
|
|
|
1,011.4
|
|
|
|
556.4
|
|
|
|
266.0
|
|
|
|
2,631.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
182.1
|
|
|
$
|
291.8
|
|
|
$
|
57.3
|
|
|
$
|
(269.6
|
)
|
|
|
261.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
363.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
151.0
|
|
|
$
|
44.0
|
|
|
$
|
40.5
|
|
|
$
|
157.7
|
|
|
$
|
393.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,985.2
|
|
|
$
|
2,386.6
|
|
|
$
|
1,090.3
|
|
|
$
|
1,180.9
|
|
|
$
|
7,643.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
2,106.7
|
|
|
$
|
1,682.4
|
|
|
$
|
425.6
|
|
|
$
|
|
|
|
$
|
4,214.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil, Germany and the U.K. accounted for the majority of the
revenues from
non-U.S. based
customers.
Total assets at December 31, 2008 and 2007, exclude
$8.4 million and $2,151.6 million, respectively,
related to discontinued operations. Goodwill at
December 31, 2007 excludes $1,112.1 million related to
discontinued operations.
Capital expenditures for the years ended 2007 are not provided.
We did not track capital expenditures in the prior periods
consistent with the current segment reporting. Therefore, it was
impracticable to obtain this information for the 2007 period.
Financial
Solutions Group
FSG focuses on serving the processing needs of financial
institutions, commercial lenders, finance companies and other
businesses. The Companys primary software applications
function as the underlying infrastructure of a financial
institutions processing environment. These applications
include core bank processing software, which banks use to
maintain the primary records of their customer accounts. The
Company also provides a number of complementary applications and
services that interact directly with the core processing
applications, including applications that facilitate
interactions between the Companys financial institution
customers and their clients. The Company 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. The Company also offers technology solutions,
ranging in scope from consulting engagements to application
development projects and from operations support for a single
application to full management of information technology
infrastructures. Outsourced customer service teams, both onshore
and offshore, are also provided.
Payment
Solutions Group
PSG provides a comprehensive set of software and services for
EFT, network, card processing, image, bill payment, government
and healthcare solutions for North America. PSG is focused on
servicing the payment and electronic funds transfer needs of
North American headquartered banks and credit unions, automotive
financial companies, commercial lenders, and independent
community and savings institutions. With the Metavante
acquisition, we also entered the emerging markets of healthcare
and government payments. PSG customers typically commit to
long-term contracts that provide, recurring revenues based on
underlying payment transaction volumes.
49
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
International
Solutions Group
ISG offers both financial solutions and payment solutions to a
wide array of international financial institutions. Also, this
segment includes the Companys consolidated Brazilian card
processing venture (see note 7). Included in this segment
are long-term assets, excluding goodwill and other intangible
assets, located outside of the United States totaling
$483.7 million, $398.0 million and $332.1 million
at December 31, 2009, 2008 and 2007, respectively. These
assets are predominantly located in Germany, Brazil, the U.K.
and India.
Corporate
and Other
The Corporate and Other segment consists of the corporate
overhead costs that are not allocated to operating segments.
These include costs related to human resources, finance, legal,
accounting, domestic sales and marketing, merger and acquisition
activity and amortization of acquisition-related intangibles and
other costs that are not considered when management evaluates
segment performance.
The Company has evaluated transactions, events and circumstances
for consideration of recognition or disclosure through
February 26, 2010, the date these financial statements were
issued, and has reflected or disclosed those items within the
Consolidated Financial Statements as deemed appropriate.
Brazilian
Venture
During the third quarter of 2008, Banco Santander Spain
(Banco Santander) acquired majority control of ABN.
Since then, Banco Santander has publicly stated its intention to
consolidate all Brazilian card processing operations onto its
own in-house technology platform, and notified the Brazilian
Venture during 2009 of its desire to exit the relationship. In
late January 2010, Banco Santander ceased processing its card
portfolio on the Brazilian Ventures systems. We are
presently negotiating Banco Santanders exit from the
Brazilian Venture, including an applicable termination payment,
ongoing call center services, forgiveness of the Brazilian
Venture Notes, and waiver of our put agreement, which exit must
be approved by Banco Bradesco.
The Brazilian Venture currently processes approximately
13.1 million cards for Banco Bradesco and provides call
center, cardholder support and collection services for all of
Banco Bradescos card portfolios. As a result of the exit
of Banco Santander from the Brazilian Venture, Banco Bradesco
has indicated they are analyzing whether these services are best
provided through the processing joint venture or through a more
conventional commercial relationship with FIS. We are discussing
various alternatives with Banco Bradesco and will seek a
mutually beneficial resolution.
Stock
Repurchase
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 0.6 million shares of our common stock
for $12.4 million, at an average price of $22.60, from
February 4, 2010 through February 24, 2010.
|
|
(21)
|
Supplemental
Guarantor Financial Information
|
On July 16, 2010, FIS completed the offering of
$600.0 million aggregate principal amount of 7.625%, Senior
Notes due 2017 (the 2017 Notes) and
$500.0 million aggregate principal amount of 7.875%, Senior
Notes due 2020 (the 2020 Notes and together with the
2017 Notes, the Notes). FIS issued the Notes in two
separate series under an indenture dated as of July 16,
2010 among FIS, FIS domestic subsidiaries that guarantee
its amended credit facility (the Guarantors) and The
Bank of New York Mellon Trust Company, N.A., as trustee.
The Notes
50
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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. The
Notes have not been registered under the Securities Act and may
not be offered or sold without registration unless pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and all
applicable state laws. FIS and the Guarantors will use their
reasonable best efforts to publicly register new notes with
substantially identical terms in a planned future exchange offer.
The following supplemental financial information sets forth for
FIS and its Guarantor and non-guarantor subsidiaries:
(a) the condensed consolidating balance sheets as of
December 31, 2009 and 2008; (b) the condensed
consolidating statements of earnings for the years ended
December 31, 2009, 2008 and 2007; and (c) the
condensed consolidating statements of cash flows for the years
ended December 31, 2009, 2008 and 2007.
51
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed
Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
|
(In millions, except per share amounts)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1.9
|
|
|
$
|
222.6
|
|
|
$
|
206.4
|
|
|
$
|
|
|
|
$
|
430.9
|
|
Settlement deposits
|
|
|
|
|
|
|
50.8
|
|
|
|
|
|
|
|
|
|
|
|
50.8
|
|
Trade receivables, net
|
|
|
|
|
|
|
313.1
|
|
|
|
457.1
|
|
|
|
(4.8
|
)
|
|
|
765.4
|
|
Investment in subsidiaries, intercompany, and receivables from
related parties
|
|
|
9,050.2
|
|
|
|
7,065.0
|
|
|
|
850.7
|
|
|
|
(16,933.9
|
)
|
|
|
32.0
|
|
Other current assets
|
|
|
16.7
|
|
|
|
313.8
|
|
|
|
55.2
|
|
|
|
1.3
|
|
|
|
387.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
9,068.8
|
|
|
|
7,965.3
|
|
|
|
1,569.4
|
|
|
|
(16,937.4
|
)
|
|
|
1,666.1
|
|
Property and equipment, net
|
|
|
1.3
|
|
|
|
310.5
|
|
|
|
64.1
|
|
|
|
|
|
|
|
375.9
|
|
Goodwill
|
|
|
|
|
|
|
7,373.9
|
|
|
|
859.0
|
|
|
|
|
|
|
|
8,232.9
|
|
Intangible assets, net
|
|
|
|
|
|
|
1,895.0
|
|
|
|
501.8
|
|
|
|
|
|
|
|
2,396.8
|
|
Computer software, net
|
|
|
24.8
|
|
|
|
695.9
|
|
|
|
212.0
|
|
|
|
|
|
|
|
932.7
|
|
Other noncurrent assets
|
|
|
24.4
|
|
|
|
165.9
|
|
|
|
202.9
|
|
|
|
|
|
|
|
393.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
9,119.3
|
|
|
$
|
18,406.5
|
|
|
$
|
3,409.2
|
|
|
$
|
(16,937.4
|
)
|
|
$
|
13,997.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
63.0
|
|
|
$
|
312.1
|
|
|
$
|
225.9
|
|
|
$
|
(4.8
|
)
|
|
$
|
596.2
|
|
Settlement payables
|
|
|
|
|
|
|
118.8
|
|
|
|
3.5
|
|
|
|
|
|
|
|
122.3
|
|
Current portion of long-term debt
|
|
|
210.0
|
|
|
|
8.2
|
|
|
|
18.5
|
|
|
|
|
|
|
|
236.7
|
|
Deferred revenues
|
|
|
|
|
|
|
214.8
|
|
|
|
64.7
|
|
|
|
|
|
|
|
279.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
273.0
|
|
|
|
653.9
|
|
|
|
312.6
|
|
|
|
(4.8
|
)
|
|
|
1,234.7
|
|
Deferred income taxes
|
|
|
|
|
|
|
826.4
|
|
|
|
88.2
|
|
|
|
1.3
|
|
|
|
915.9
|
|
Long-term debt, excluding current portion
|
|
|
2,230.6
|
|
|
|
785.8
|
|
|
|
0.2
|
|
|
|
|
|
|
|
3,016.6
|
|
Other long-term liabilities
|
|
|
40.4
|
|
|
|
144.0
|
|
|
|
127.4
|
|
|
|
|
|
|
|
311.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,544.0
|
|
|
|
2,410.1
|
|
|
|
528.4
|
|
|
|
(3.5
|
)
|
|
|
5,479.0
|
|
Total equity
|
|
|
6,575.3
|
|
|
|
15,996.4
|
|
|
|
2,880.8
|
|
|
|
(16,933.9
|
)
|
|
|
8,518.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
9,119.3
|
|
|
$
|
18,406.5
|
|
|
$
|
3,409.2
|
|
|
$
|
(16,937.4
|
)
|
|
$
|
13,997.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
|
(In millions, except per share amounts)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
11.0
|
|
|
$
|
48.4
|
|
|
$
|
161.5
|
|
|
$
|
|
|
|
$
|
220.9
|
|
Settlement deposits
|
|
|
|
|
|
|
31.4
|
|
|
|
|
|
|
|
|
|
|
|
31.4
|
|
Trade receivables, net
|
|
|
0.4
|
|
|
|
428.2
|
|
|
|
84.4
|
|
|
|
|
|
|
|
513.0
|
|
Investment in subsidiaries, intercompany, and receivables from
related parties
|
|
|
4,955.8
|
|
|
|
6,041.9
|
|
|
|
1,216.8
|
|
|
|
(12,179.3
|
)
|
|
|
35.2
|
|
Other current assets
|
|
|
13.8
|
|
|
|
219.8
|
|
|
|
136.8
|
|
|
|
(4.7
|
)
|
|
|
365.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,981.0
|
|
|
|
6,769.7
|
|
|
|
1,599.5
|
|
|
|
(12,184.0
|
)
|
|
|
1,166.2
|
|
Property and equipment, net
|
|
|
1.5
|
|
|
|
215.2
|
|
|
|
55.9
|
|
|
|
|
|
|
|
272.6
|
|
Goodwill
|
|
|
|
|
|
|
3,317.0
|
|
|
|
877.0
|
|
|
|
|
|
|
|
4,194.0
|
|
Intangible assets, net
|
|
|
|
|
|
|
598.3
|
|
|
|
326.0
|
|
|
|
|
|
|
|
924.3
|
|
Computer software, net
|
|
|
17.6
|
|
|
|
456.6
|
|
|
|
142.8
|
|
|
|
|
|
|
|
617.0
|
|
Other noncurrent assets
|
|
|
33.2
|
|
|
|
173.9
|
|
|
|
119.2
|
|
|
|
|
|
|
|
326.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
5,033.3
|
|
|
$
|
11,530.7
|
|
|
$
|
3,120.4
|
|
|
$
|
(12,184.0
|
)
|
|
$
|
7,500.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
35.5
|
|
|
$
|
214.0
|
|
|
$
|
195.3
|
|
|
$
|
|
|
|
$
|
444.8
|
|
Settlement payables
|
|
|
|
|
|
|
83.3
|
|
|
|
|
|
|
|
|
|
|
|
83.3
|
|
Current portion of long-term debt
|
|
|
105.0
|
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
|
|
|
|
105.5
|
|
Deferred revenues
|
|
|
|
|
|
|
104.7
|
|
|
|
78.2
|
|
|
|
|
|
|
|
182.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
140.5
|
|
|
|
402.1
|
|
|
|
273.9
|
|
|
|
|
|
|
|
816.5
|
|
Deferred income taxes
|
|
|
|
|
|
|
337.4
|
|
|
|
|
|
|
|
(4.7
|
)
|
|
|
332.7
|
|
Long-term debt, excluding current portion
|
|
|
2,408.9
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
2,409.0
|
|
Other long-term liabilities
|
|
|
58.7
|
|
|
|
66.4
|
|
|
|
120.1
|
|
|
|
|
|
|
|
245.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,608.1
|
|
|
|
805.9
|
|
|
|
394.1
|
|
|
|
(4.7
|
)
|
|
|
3,803.4
|
|
Total equity
|
|
|
2,425.2
|
|
|
|
10,724.8
|
|
|
|
2,726.3
|
|
|
|
(12,179.3
|
)
|
|
|
3,697.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
5,033.3
|
|
|
$
|
11,530.7
|
|
|
$
|
3,120.4
|
|
|
$
|
(12,184.0
|
)
|
|
$
|
7,500.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed
Consolidating Statements of Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
|
(In millions)
|
|
|
Processing and services revenues
|
|
$
|
|
|
|
$
|
3,024.7
|
|
|
$
|
761.8
|
|
|
$
|
(17.0
|
)
|
|
$
|
3,769.5
|
|
Operating expenses
|
|
|
303.4
|
|
|
|
2,490.9
|
|
|
|
714.3
|
|
|
|
(17.0
|
)
|
|
|
3,491.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(303.4
|
)
|
|
|
533.8
|
|
|
|
47.5
|
|
|
|
|
|
|
|
277.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(116.4
|
)
|
|
|
(7.6
|
)
|
|
|
(6.6
|
)
|
|
|
|
|
|
|
(130.6
|
)
|
Other income (expense)
|
|
|
(0.2
|
)
|
|
|
0.8
|
|
|
|
8.1
|
|
|
|
|
|
|
|
8.7
|
|
Net earnings (loss) of equity affiliates
|
|
|
362.9
|
|
|
|
|
|
|
|
|
|
|
|
(362.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
246.3
|
|
|
|
(6.8
|
)
|
|
|
1.5
|
|
|
|
(362.9
|
)
|
|
|
(121.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes
|
|
|
(57.1
|
)
|
|
|
527.0
|
|
|
|
49.0
|
|
|
|
(362.9
|
)
|
|
|
156.0
|
|
Provision for income taxes
|
|
|
(161.0
|
)
|
|
|
208.1
|
|
|
|
5.0
|
|
|
|
|
|
|
|
52.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing operations
|
|
|
103.9
|
|
|
|
318.9
|
|
|
|
44.0
|
|
|
|
(362.9
|
)
|
|
|
103.9
|
|
Earnings (loss) from discontinued operations, net of tax
|
|
|
4.6
|
|
|
|
|
|
|
|
4.6
|
|
|
|
(4.6
|
)
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
108.5
|
|
|
|
318.9
|
|
|
|
48.6
|
|
|
|
(367.5
|
)
|
|
|
108.5
|
|
Net (earnings) loss attributable to noncontrolling interest
|
|
|
(2.6
|
)
|
|
|
|
|
|
|
(2.6
|
)
|
|
|
2.6
|
|
|
|
(2.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to FIS common stockholders
|
|
$
|
105.9
|
|
|
$
|
318.9
|
|
|
$
|
46.0
|
|
|
$
|
(364.9
|
)
|
|
$
|
105.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
|
(In millions)
|
|
|
Processing and services revenues
|
|
$
|
|
|
|
$
|
2,695.9
|
|
|
$
|
731.8
|
|
|
$
|
|
|
|
$
|
3,427.7
|
|
Operating expenses
|
|
|
158.3
|
|
|
|
2,247.1
|
|
|
|
698.5
|
|
|
|
|
|
|
|
3,103.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(158.3
|
)
|
|
|
448.8
|
|
|
|
33.3
|
|
|
|
|
|
|
|
323.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(161.2
|
)
|
|
|
(6.1
|
)
|
|
|
10.1
|
|
|
|
|
|
|
|
(157.2
|
)
|
Other income (expense)
|
|
|
(3.2
|
)
|
|
|
7.6
|
|
|
|
(2.9
|
)
|
|
|
|
|
|
|
1.5
|
|
Net earnings (loss) of equity affiliates
|
|
|
313.5
|
|
|
|
|
|
|
|
|
|
|
|
(313.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
149.1
|
|
|
|
1.5
|
|
|
|
7.2
|
|
|
|
(313.5
|
)
|
|
|
(155.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes and
equity in earnings (losses) of unconsolidated entities
|
|
|
(9.2
|
)
|
|
|
450.3
|
|
|
|
40.5
|
|
|
|
(313.5
|
)
|
|
|
168.1
|
|
Provision for income taxes
|
|
|
(123.8
|
)
|
|
|
167.5
|
|
|
|
9.6
|
|
|
|
|
|
|
|
53.3
|
|
Equity in earnings (losses) of unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing operations
|
|
|
114.6
|
|
|
|
282.8
|
|
|
|
30.7
|
|
|
|
(313.5
|
)
|
|
|
114.6
|
|
Earnings (loss) from discontinued operations, net of tax
|
|
|
104.9
|
|
|
|
36.8
|
|
|
|
131.0
|
|
|
|
(167.8
|
)
|
|
|
104.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
219.5
|
|
|
|
319.6
|
|
|
|
161.7
|
|
|
|
(481.3
|
)
|
|
|
219.5
|
|
Net (earnings) loss attributable to noncontrolling interest
|
|
|
(4.7
|
)
|
|
|
|
|
|
|
(4.7
|
)
|
|
|
4.7
|
|
|
|
(4.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to FIS common stockholders
|
|
$
|
214.8
|
|
|
$
|
319.6
|
|
|
$
|
157.0
|
|
|
$
|
(476.6
|
)
|
|
$
|
214.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53
FIDELITY
NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
|
(In millions)
|
|
|
Processing and services revenues
|
|
$
|
|
|
|
$
|
2,314.4
|
|
|
$
|
578.5
|
|
|
$
|
|
|
|
$
|
2,892.9
|
|
Operating expenses
|
|
|
61.6
|
|
|
|
2,017.3
|
|
|
|
552.4
|
|
|
|
|
|
|
|
2,631.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(61.6
|
)
|
|
|
297.1
|
|
|
|
26.1
|
|
|
|
|
|
|
|
261.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(159.3
|
)
|
|
|
(30.3
|
)
|
|
|
2.4
|
|
|
|
|
|
|
|
(187.2
|
)
|
Other income (expense)
|
|
|
4.6
|
|
|
|
261.5
|
|
|
|
23.2
|
|
|
|
|
|
|
|
289.3
|
|
Net earnings (loss) of equity affiliates
|
|
|
368.0
|
|
|
|
|
|
|
|
0.1
|
|
|
|
(368.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
213.3
|
|
|
|
231.2
|
|
|
|
25.7
|
|
|
|
(368.1
|
)
|
|
|
102.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes and
equity in earnings (losses) of unconsolidated entities
|
|
|
151.7
|
|
|
|
528.3
|
|
|
|
51.8
|
|
|
|
(368.1
|
)
|
|
|
363.7
|
|
Provision for income taxes
|
|
|
(83.0
|
)
|
|
|
196.5
|
|
|
|
14.9
|
|
|
|
|
|
|
|
128.4
|
|
Equity in earning (losses) of unconsolidated entities
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing operations
|
|
|
237.5
|
|
|
|
331.8
|
|
|
|
36.9
|
|
|
|
(368.1
|
)
|
|
|
238.1
|
|
Earnings (loss) from discontinued operations, net of tax
|
|
|
323.0
|
|
|
|
103.4
|
|
|
|
249.8
|
|
|
|
(353.2
|
)
|
|
|
323.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
560.5
|
|
|
|
435.2
|
|
|
|
286.7
|
|
|
|
(721.3
|
)
|
|
|
561.1
|
|
Net (earnings) loss attributable to noncontrolling interest
|
|
|
0.7
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to FIS common stockholders
|
|
$
|
561.2
|
|
|
$
|
435.2
|
|
|
$
|
286.1
|
|
|
$
|
(721.3
|
)
|
|
$
|
561.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
|
(In millions)
|
|
|
Cash flows from operating activities
|
|
$
|
(226.6
|
)
|
|
$
|
1,014.1
|
|
|
$
|
(81.9
|
)
|
|
$
|
8.5
|
|
|
$
|
714.1
|
|
Cash flows from investing activities
|
|
|
(1.3
|
)
|
|
|
460.6
|
|
|
|
(210.5
|
)
|
|
|
|
|
|
|
248.8
|
|
Cash flows from financing activities
|
|
|
219.0
|
|
|
|
(1,300.7
|
)
|
|
|
320.2
|
|
|
|
(8.5
|
)
|
|
|
(770.0
|
)
|
Effect of foreign currency exchange rates on cash
|
|
|
|
|
|
|
|
|
|
|
17.1
|
|
|
|
|
|
|
|
17.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
$
|
(8.9
|
)
|
|
$
|
174.0
|
|
|
$
|
44.9
|
|
|
$
|
|
|
|
$
|
210.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
Cash flows from operating activities
|
|
$
|
(166.4
|
)
|
|
$
|
517.6
|
|
|
$
|
246.7
|
|
|
$
|
(1.5
|
)
|
|
$
|
596.4
|
|
Cash flows from investing activities
|
|
|
(5.5
|
)
|
|
|
(132.1
|
)
|
|
|
(135.5
|
)
|
|
|
|
|
|
|
(273.1
|
)
|
Cash flows from financing activities
|
|
|
165.5
|
|
|
|
(408.6
|
)
|
|
|
(196.8
|
)
|
|
|
1.5
|
|
|
|
(438.4
|
)
|
Effect of foreign currency exchange rates on cash
|
|
|
|
|
|
|
|
|
|
|
(19.3
|
)
|
|
|
|
|
|
|
(19.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
$
|
(6.4
|
)
|
|
$
|
(23.1
|
)
|
|
$
|
(104.9
|
)
|
|
$
|
|
|
|
$
|
(134.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
Consolidated
|
|
|
|
FIS
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
FIS
|
|
|
Cash flows from operating activities
|
|
$
|
(374.7
|
)
|
|
$
|
690.3
|
|
|
$
|
147.9
|
|
|
$
|
|
|
|
$
|
463.5
|
|
Cash flows from investing activities
|
|
|
429.4
|
|
|
|
(1,914.4
|
)
|
|
|
(60.9
|
)
|
|
|
|
|
|
|
(1,545.9
|
)
|
Cash flows from financing activities
|
|
|
(29.6
|
)
|
|
|
1,292.4
|
|
|
|
(38.4
|
)
|
|
|
|
|
|
|
1,224.4
|
|
Effect of foreign currency exchange rates on cash
|
|
|
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
$
|
25.1
|
|
|
$
|
68.3
|
|
|
$
|
50.1
|
|
|
$
|
|
|
|
$
|
143.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54