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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2002 |
or |
o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File No. 001-16427
CERTEGY INC.
(Exact name of registrant as specified in its charter)
Georgia (State or other jurisdiction of
incorporation or organization) |
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58-2606325
(I.R.S. Employer Identification No.) |
11720 Amber Park Drive
Alpharetta, Georgia (Address of principal executive offices) |
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30004 (Zip Code) |
(678) 867-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Name of each exchange on which registered:
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Common Stock, par value $0.01 per share
Common Stock Purchase Rights |
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New York Stock Exchange
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý No o
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý
Based
on the closing sale price of $37.11 as reported by the New York Stock Exchange on June 28, 2002, the last business day of the registrant's most recently completed second
fiscal quarter, the aggregate market value of the registrant's common stock held by nonaffiliates was $2,550,636,022. The number of shares outstanding of the registrant's common stock, $0.01 par value
per share, was 66,409,629 as of January 31, 2003.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") of Certegy Inc. (the "Company") for
the fiscal year ended December 31, 2002 is being filed for the purpose of correcting 1) one sentence of the disclosure under the heading "Significance of Certain Customer Relationships"
appearing in Item 1"Business," 2) one sentence of the disclosure under the heading "Seasonality, Inflation, and Economic Downturns" appearing in Item 7"Management's
Discussion and Analysis of Financial Condition and Results of Operations," and 3) one sentence in the subsection "Earnings Per Share" of Note 2"Significant Accounting
Policies" under the heading "Notes to Consolidated Financial Statements" appearing in Item 8"Financial Statements and Supplementary Data," which disclosures were inadvertently misstated
in the Company's original filing. All other information in the original filing remains unchanged.
PART I
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ITEM 1. BUSINESS
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Significance of Certain Customer Relationships
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The
second sentence of this subsection should read, "As a result, approximately 21.6 percent of our consolidated revenues are derived from their member institutions, although no
single institution accounts for a material portion of our revenues."
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PART II
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Seasonality, Inflation, and Economic Downturns
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The
eleventh sentence in the second paragraph of this subsection should read, "Our Brazilian operations had net assets of approximately $87.7 million, which reflects a reduction
of $116.3 million as a result of cumulative foreign currency translation losses, at December 31, 2002."
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Note 2Significant Accounting Policies
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The
second sentence in the second paragraph of this subsection should read, "Diluted weighted average shares outstanding in 2002 excludes approximately 1.358 million weighted
average shares since these shares were antidilutive."
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to report to be signed on its behalf by the
undersigned duly authorized officer.
Date: February 26, 2003 |
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CERTEGY INC. |
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By: |
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/s/ LEE A. KENNEDY Lee A. Kennedy Chairman, President and
Chief Executive Officer |
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CERTIFICATION
I,
Lee A. Kennedy, certify that:
- 1.
- I
have reviewed this annual report on Form 10-K of Certegy Inc.;
- 2.
- Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
- 3.
- Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
- 4.
- The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
- a)
- designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this annual report is being prepared;
- b)
- evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and
- c)
- presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- 5.
- The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
- a)
- all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- b)
- any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- 6.
- The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:
February 26, 2003
/s/ LEE A. KENNEDY Lee A. Kennedy Chairman, President, and
Chief Executive Officer |
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CERTIFICATION
I,
Michael T. Vollkommer, certify that:
- 1.
- I
have reviewed this annual report on Form 10-K of Certegy Inc.;
- 2.
- Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
- 3.
- Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
- 4.
- The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
- a)
- designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this annual report is being prepared;
- b)
- evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and
- c)
- presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- 5.
- The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
- a)
- all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- b)
- any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- 6.
- The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:
February 26, 2003
/s/ MICHAEL T. VOLLKOMMER Michael T. Vollkommer Corporate Vice
President and
Chief Financial Officer |
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EXHIBIT INDEX
The following Exhibits are being filed with this amendment to report.
Exhibit No.
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Description
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99.1 |
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Certification of Lee A. Kennedy, Chief Executive Officer of Certegy Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
99.2 |
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Certification of Michael T. Vollkommer, Chief Financial Officer of Certegy Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Explanatory Note
PART I
PART II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIGNATURES
CERTIFICATIONS
EXHIBIT INDEX
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Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned certifies, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that:
- (1)
- the
Annual Report on Form 10-K of Certegy Inc. (the "Company") for the year ended December 31, 2002 (the "Report") fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934; and
- (2)
- the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
February 26, 2003
/s/ LEE A. KENNEDY Lee A. Kennedy Chairman, President, and
Chief Executive Officer |
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
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Exhibit 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned certifies, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that:
- (1)
- the
Annual Report on Form 10-K of Certegy Inc. (the "Company") for the year ended December 31, 2002 (the "Report") fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934; and
- (2)
- the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
February 26, 2003
/s/ MICHAEL T. VOLLKOMMER Michael T. Vollkommer Corporate Vice
President and
Chief Financial Officer |
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350