þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from __________ to __________ |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: Certegy Inc 401(k) Plan. |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Fidelity National Information Services, Inc., 601 Riverside Ave., Jacksonville, FL 32204 |
Item 4. | Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA |
Page | ||||||||
1-2 | ||||||||
Financial Statements: |
||||||||
3 | ||||||||
4 | ||||||||
5-9 | ||||||||
11 | ||||||||
EXHIBIT 23 | ||||||||
EXHIBIT 23.1 |
/s/ ERNST & YOUNG LLP | ||||
2
2005 | 2004 | |||||||
Assets: |
||||||||
Investments, at fair value |
$ | 81,678,001 | 70,288,751 | |||||
Employer contribution receivable |
1,722,341 | 1,648,264 | ||||||
Total assets |
83,400,342 | 71,937,015 | ||||||
Net assets available for benefits |
$ | 83,400,342 | 71,937,015 | |||||
3
Additions: |
||||
Investment income: |
||||
Net appreciation in fair value of investments |
$ | 7,532,558 | ||
Interest |
229,512 | |||
Total investment income |
7,762,070 | |||
Contributions: |
||||
Participant |
6,924,857 | |||
Employer |
1,722,341 | |||
Rollovers from qualified plans |
571,890 | |||
Total contributions |
9,219,088 | |||
Total additions |
16,981,158 | |||
Deductions: |
||||
Distributions to participants |
(5,517,831 | ) | ||
Total deductions |
(5,517,831 | ) | ||
Net increase |
11,463,327 | |||
Net assets available for benefits: |
||||
Beginning of year |
71,937,015 | |||
End of year |
$ | 83,400,342 | ||
4
(1) | Description of the Plan |
(a) | General | ||
The following description of the Certegy Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for more complete information. | |||
The Plan is a defined contribution plan, which became effective July 3, 2001 and is subject to the Employee Retirement Income Security Act of 1974, as amended. Generally, all U.S. salaried employees of the participating companies of Certegy Inc. (the Company or Certegy) and its subsidiaries are eligible to participate in the Plan upon hire. | |||
On September 14, 2005, the Company through Fidelity National Information Services, Inc. (FIS) entered into a definitive merger agreement with Certegy under which FIS and Certegy would combine operations to form a single publicly traded company to be called Fidelity National Information Services, Inc. (NYSE:FIS). On January 26, 2006, Certegys shareholders approved the merger which was subsequently consummated on February 1, 2006. | |||
(b) | Contributions | ||
Each participant may make basic contributions of up to 2% of his/her total salary (base salary only for highly compensated employees) through payroll deductions on a pretax or an after-tax basis. The Company will match 100% of the first 2% of salary contributed by participants during the Plan year. Participants may also make contributions of the next 3% to 6% of total salary, as defined (plus contributions). The Company match on plus contributions is discretionary. The Company elected not to make any contributions relative to plus contributions in 2005. In addition, each non-highly compensated participant may elect to make supplemental contributions of the next 7% to 20% of their gross pay on a pretax or an after-tax basis through payroll deductions, subject to certain limits. Supplemental contributions are not matched. | |||
Matching contributions are net of any in-service after-tax withdrawals, lump-sum cash contributions, and roll-over contributions. Employer contributions may not exceed the maximum amount which is deductible under the Internal Revenue Code (the Code) or such other federal income tax statutory provision as may be applicable. In addition, a participant must be actively employed by the Company on December 31 to receive the matching contribution for that Plan year, unless termination prior to December 31 is due to retirement, disability or death or a participant is age 65 or older upon termination. For 2005 and 2004, matching contributions were automatically invested in the Certegy Stock Fund (CSF). However, once the initial contribution is made, the participant can transfer all or a part of the match from the CSF to any of the available investment options. Effective February 1, 2006, matching contributions will be automatically invested in the Fidelity National Information Services Stock Fund. | |||
Contributions may be funded by the Company during the year and held as unallocated funds until contributions are determined as of the end of the Plan year. Company contributions for 2005 were not made or received by the Plan until 2006. Earnings on these deposits are accumulated and may be used to reduce the total cash required for the Company contribution. The required Company match for 2005 of $1,722,341 was funded in early 2006. The required Company match for 2004 of $1,648,264 was funded in early 2005. |
5
(c) | Vesting | ||
Participants are immediately vested in their contributions plus actual earnings. Company contributions are vested with those participants upon allocation. | |||
(d) | Administration | ||
During 2003, the trustee of the Plan was changed from Fidelity Management Trust Company to SunTrust Banks, Inc. (Trustee). Financial Administrative Services Corporation (FASCorp) performs participant record keeping and other administrative duties for the Plan. For 2005 and until January 31, 2006, the Certegy Inc. Group Plans Committee was appointed by the Companys board of directors and oversaw the Plans operations. Effective February 1, 2006, the Fidelity National Information Services, Inc. Group Plans Committee will oversee the Plans operations. | |||
(e) | Investment Options | ||
Participants may direct their elective deferrals in and among various investment options. Participants may change their investment elections and transfer money between investment options on a daily basis. The investment options consist of publicly traded mutual funds, including various mutual funds managed by SunTrust affiliates, as well as two collective trusts. In addition, participants may elect to invest their contributions in the Companys common stock through a unitized fund, which includes an investment in a money market fund for liquidity purposes. The balances for participants who previously invested in shares of Equifax common stock under the Equifax 401(k) Plan were transferred into the Frozen Equifax Stock Fund to which no further contributions can be made. | |||
(f) | Benefits | ||
Withdrawals from participant accounts may be made only for the following reasons: termination of employment, financial hardship, retirement, death, disability, or attainment of age 591/2. Upon occurrence of one of these events and upon the election of the participant, the Plan will distribute to the participant a portion of the participants entire account balance as specified in the Plan document. This lump-sum distribution is payable in cash, Company common stock, or a combination of the two at the participants election. | |||
Effective March 28, 2005, if a participants account balance is less than $1,000 upon retirement or termination, a distribution of the participants account will be made automatically. Prior to March 28, 2005, if a participants account balance was less than $5,000 upon retirement, a distribution of the participants account was made automatically. If a participants account balance is greater than $1,000 and is less than $5,000 upon retirement or termination, the participant may choose to take a lump-sum distribution, roll over the entire vested benefit into another qualified retirement plan or Individual Retirement Account (IRA), or leave the benefit in the Plan. | |||
The after-tax portion of a participants account balance is available for withdrawal at any time. In-service withdrawals of the Company-matching portion of a participants account are not allowed. |
6
(g) | Participant Accounts | ||
Individual accounts are maintained for each of the Plans participants to reflect the participants share of the Plans earnings (losses), Company contributions, and the participants contributions. Allocations of earnings (losses) are based on relative account balances and investment elections, as defined. | |||
(h) | Loans to Participants | ||
The Plan permits loans to be made to participants. Only one loan is permitted at a time, and the minimum loan amount is $1,000. Loans may generally be taken up to 50% of a participants account balance, but cannot exceed $50,000. Loans are generally repaid through payroll deductions with a 5-year maximum limit, except for loans for home purchases which may have terms up to 15 years. Interest rates are set at the date of the loan at a rate equal to prime plus 1% on the first day of the calendar quarter in which the loan is taken. Loan fees for setup and maintenance are paid by the participant. | |||
(i) | Plan Termination | ||
On February 1, 2006, Certegy Inc. was merged with Fidelity National Information Services, Inc. It is anticipated that the Plan will be merged into the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan in 2006 which will provide substantially the same benefits as the Plan. |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation | ||
The financial statements of the Plan are prepared on the accrual basis of accounting. | |||
(b) | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plans management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |||
(c) | Risk and Uncertainties | ||
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits. | |||
(d) | Concentration of Investments | ||
Included in the Plans net assets available for benefits at December 31, 2005 are investments in Employer common stock (399,577 shares) amounting to $17,433,067 whose value represents approximately 21% of the Plans net assets. The Employer common stock at December 31, 2005 is comprised entirely of common stock of Certegy Inc. |
7
Included in the Plans net assets available for benefits at December 31, 2004 are investments in Employer common stock (383,993 shares) amounting to $14,683,843 whose value represents approximately 20% of the Plans net assets. The Employer common stock at December 31, 2004 is comprised entirely of common stock of Certegy Inc. | |||
(e) | Administrative Expenses | ||
The Plan provides that all administrative expenses are paid by the Plan. However, the Company may, in its sole discretion, choose to pay all or part of these expenses. Accordingly, the Company paid all Plan expenses in 2005. | |||
(f) | Investment Valuation and Income Recognition | ||
Investments of the Plan, except the SunTrust Retirement Stable Asset Fund and the SunTrust Retirement 500 Index, are carried at fair value as determined by quoted market prices. Participant loans are recorded at the principal amount outstanding plus accrued interest, which approximates fair value. | |||
The SunTrust Retirement Stable Asset Fund and the SunTrust Retirement 500 Index are collective trusts that invest in guaranteed investment contracts and synthetic investment contracts and are valued at net asset value. | |||
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. |
(3) | Investments | |
The fair values of individual investments that represent 5% or more of the Plans net assets as of December 31, 2005 and 2004 are as follows: |
2005 | 2004 | |||||||
Certegy Inc. common stock |
$ | 17,433,067 | 14,683,843 | |||||
Goldman Sachs Mid Value Fund |
7,926,418 | 5,478,548 | ||||||
SunTrust Retirement 500 Index FD Class B |
7,161,405 | 7,033,276 | ||||||
Equifax Inc. common stock |
6,779,721 | 6,555,057 | ||||||
STI Classic Small Cap Value Equity FD |
6,667,140 | 5,801,153 | ||||||
STI Classic Prime Quality Money Market |
5,281,792 | 4,866,319 | ||||||
STI Classic Life Vision Growth & Inc. |
4,393,006 | 4,132,318 | ||||||
T. Rowe Price MID-CAP Growth Fund |
4,261,101 | | ||||||
All other investments less than 5% |
21,774,351 | 21,738,237 | ||||||
$ | 81,678,001 | 70,288,751 | ||||||
8
The net realized and unrealized appreciation in the fair value of investments, as determined by quoted market prices, for the year ended December 31, 2005 follows: |
Common stock: |
||||
Certegy Inc. |
$ | 2,247,257 | ||
Equifax Inc. |
1,954,548 | |||
Registered investment companies |
2,881,244 | |||
Collective trust funds |
449,509 | |||
$ | 7,532,558 | |||
(4) | Income Tax Status | |
The Plan has received a determination letter from the Internal Revenue Service dated June 26, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended (and/or restated), is qualified and the related trust is tax exempt. | ||
(5) | Related-Party Transactions | |
Certain Plan investments are shares of common collective trust funds, mutual funds, and registered investment companies managed by SunTrust Investments (SunTrust). SunTrust is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Other Plan investments are shares of the common stock of the Company and an Affiliated Company, also parties-in-interest. |
9
Description of investment, including | ||||||||||||
Identity of issue, borrower, | maturity date, rate of interest, number of shares, | Current | ||||||||||
lessor or similar party | collateral, par or maturity value | Cost | value | |||||||||
* | Certegy Inc. | Common stock, 399,577 shares |
(1 | ) | $ | 17,433,067 | ||||||
Equifax Inc. | Common stock, 168,487 shares |
(1 | ) | 6,779,721 | ||||||||
Collective Trust Funds: | ||||||||||||
* | SunTrust Investments | SunTrust Retirement Stable Asset Fund, 114,215 shares |
(1 | ) | 4,152,028 | |||||||
* | SunTrust Investments | SunTrust Retirement 500 Index FD Class B, 750,915 shares |
(1 | ) | 7,161,405 | |||||||
Money Market Funds: | ||||||||||||
* | SunTrust Investments | STI Classic Prime Quality Money Market, 5,281,792 shares |
(1 | ) | 5,281,792 | |||||||
Shares of registered investment Companies: | ||||||||||||
MFS Funds | MFS Massachusetts Investors Growth Fund, 144,473 shares |
(1 | ) | 1,855,040 | ||||||||
Putnam Funds | Putnam International Equity Fund, 57,205 shares |
(1 | ) | 1,494,757 | ||||||||
Templeton Funds | Templeton Foreign Fund, 148,347 shares |
(1 | ) | 1,881,039 | ||||||||
Goldman Sachs | Goldman Sachs MID Value Fund, 226,469 shares |
(1 | ) | 7,926,418 | ||||||||
* | SunTrust Investments | STI Classic Small Cap Value Equity FD, 363,134 shares |
(1 | ) | 6,667,140 | |||||||
* | SunTrust Investments | STI Classic Life Vision Aggressive GWTH, 58,547 shares |
(1 | ) | 680,320 | |||||||
* | SunTrust Investments | STI Classic Life Vision Moderate GRTH, 242,868 shares |
(1 | ) | 2,569,545 | |||||||
* | SunTrust Investments | STI Classic US Government Securities, 78,519 shares |
(1 | ) | 812,675 | |||||||
MFS Funds | MFS New Discovery Fund, 33,703 shares |
(1 | ) | 578,354 | ||||||||
T. Rowe Price | T. Rowe Price MID-CAP Growth Fund, 79,841 shares |
(1 | ) | 4,261,101 | ||||||||
AllianceBernstein Funds | AllianceBernstein Growth & Income Fund, 523,432 shares |
(1 | ) | 2,009,978 | ||||||||
* | SunTrust Investments | STI Classic Capital Appreciation Fund, 64,708 shares |
(1 | ) | 795,903 | |||||||
* | SunTrust Investments | STI Classic Life Vision Growth & Inc., 368,232 shares |
(1 | ) | 4,393,006 | |||||||
MFS Funds | MFS Research Bond Fund, 321,889 shares |
(1 | ) | 3,257,514 | ||||||||
Participant loans | Varying maturities and interest rates from
5% to 10.5% for 2005. A total of
303 loans are outstanding. |
1,687,198 | ||||||||||
$ | 81,678,001 | |||||||||||
11
Certegy Inc. 401(k) Plan |
||||
Date: June 29, 2006 | /s/ KELLY FEESE | |||
KELLY FEESE | ||||
TRUSTEE |
12
Exhibit No. | Page No. | |||
23
|
Consent of KPMG LLP | |||
23.1
|
Consent of ERNST & YOUNG LLP |
13
/s/ ERNST & YOUNG LLP | ||||