false0001136893 0001136893 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:PointOnetwoFivePercentEuroSeniorNotesDueMay2021Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:TwoPointSixZeroTwoPercentSterlingSeniorNotesDueMay2025Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:PointSevenFivePercentEuroSeniorNotesDue2023Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:TwoPointNineFivePercentEuroSeniorNotesDueMay2039Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:ThreePointThreeSixPercentSterlingSeniorNotesDueMay2031Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:OnePointOnePercentEuroSeniorNotesDueJuly2024Member 2019-08-06 2019-08-06 0001136893 exch:XNYS 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:SeniorEuroFloatingRateNotesdueMay2021Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:TwoPointZeroPercentEuroSeniorNotesDueMay2030Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:OnePointSevenPercentGBPSeniorNotesDueJune2022Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:PointFourZeroPercentEuroSeniorNotesDueJanuary2021Member 2019-08-06 2019-08-06 0001136893 exch:XNYS fis:OnePointFivePercentEuroSeniorNotesDueMay2027Member 2019-08-06 2019-08-06

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

Date of Report (date of earliest event reported):

August 6, 2019

Fidelity National Information Services, Inc.

(Exact name of Registrant as Specified in its Charter)

1-16427

(Commission File Number)

Georgia		37-1490331
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 438-6000

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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:
☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
		Trading		Name of each exchange
Title of each class		Symbol(s)		on which registered
Common Stock, par value $0.01 per share		FIS		New York Stock Exchange
0.400% Senior Notes due 2021		FIS21A		New York Stock Exchange
Floating Rate Senior Notes due 2021		FIS21B		New York Stock Exchange
0.125% Senior Notes due 2021		FIS21C		New York Stock Exchange
1.700% Senior Notes due 2022		FIS22B		New York Stock Exchange
0.750% Senior Notes due 2023		FIS23A		New York Stock Exchange
1.100% Senior Notes due 2024		FIS24A		New York Stock Exchange
2.602% Senior Notes due 2025		FIS25A		New York Stock Exchange
1.500% Senior Notes due 2027		FIS27		New York Stock Exchange
2.000% Senior Notes due 2030		FIS30		New York Stock Exchange
3.360% Senior Notes due 2031		FIS31		New York Stock Exchange
2.950% Senior Notes due 2039		FIS39		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

---

Item 2.02. Results of Operations and Financial Condition

On August 6, 2019, Fidelity National Information Services, Inc. issued a press release announcing three and six months ended June 30, 2019 financial results for FIS and Worldpay, Inc. and issued combined company guidance for 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. A copy of Worldpay, Inc. financial schedules for the three and six months ended June 30, 2019 is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

Worldpay, Inc. Acquisition

On March 17, 2019, FIS, Wrangler Merger Sub, Inc., a wholly owned subsidiary of FIS (“Merger Sub”), and Worldpay, Inc. (“Worldpay”) entered into an Agreement and Plan of Merger (the “merger agreement”) pursuant to which Merger Sub would merge with and into Worldpay (the “merger”), with Worldpay surviving the merger and becoming a wholly owned subsidiary of FIS (collectively, the "Worldpay acquisition"). On July 31, 2019, FIS completed the acquisition of Worldpay, and Worldpay's results of operations and financial position will be included in the consolidated results of FIS from and after the date of acquisition.

Supplemental Financial Data

Due to the financial impact of the transaction described above, FIS management desires to furnish investors with the additional information set forth herein to improve the understanding of the Company’s operating performance. The purpose of the schedules included in this Exhibit 99.3 is to recalculate certain non-GAAP measures of the Company’s historical financial performance on a combined company basis for the first and second quarters in 2019, each of the quarters in 2018 and for the full year 2018. The schedules have been prepared by making certain adjustments to the sum of historical Worldpay financial information and historical FIS financial information. The adjustments are discussed in the notes to the schedules.

The information included in this Item 2.02, including the accompanying exhibits, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
99.1		Press release of Fidelity National Information Services, Inc. dated August 6, 2019 regarding financial results for the three and six months ended June 30, 2019 for FIS and Worldpay, Inc. and combined company guidance for 2019.
99.2		Worldpay, Inc. supplemental financial information for the three and six months ended June 30, 2019.
99.3		Combined company supplemental financial information.
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

---

SIGNATURES

     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.

	Fidelity National Information Services, Inc.
Date: August 6, 2019	By:	/s/ James W. Woodall
		Name:	James W. Woodall
		Title:	Corporate Executive Vice President and Chief Financial Officer
	Fidelity National Information Services, Inc.
Date: August 6, 2019	By:	/s/ Katy T. Thompson
		Name:	Katy T. Thompson
		Title:	Corporate Senior Vice President and Chief Accounting Officer

---

EXHIBIT INDEX

Exhibit		Description
99.1		Press release of Fidelity National Information Services, Inc. dated August 6, 2019 regarding financial results for the three and six months ended June 30, 2019 for FIS and Worldpay, Inc. and combined company guidance for 2019.
99.2		Worldpay, Inc. supplemental financial information for the three and six months ended June 30, 2019.
99.3		Combined company supplemental financial information.
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

•	FIS GAAP revenue flat; organic revenue increased 5 percent

•	FIS Diluted EPS of $0.47; Adjusted EPS of $1.78

•	Worldpay GAAP revenue increased 7 percent; constant currency revenue increased 8 percent

•	Worldpay Diluted EPS of $0.46; Adjusted EPS of $1.24

•	FIS issues consolidated guidance for third and fourth quarter 2019, including the impact of the Worldpay acquisition, which closed on July 31, 2019

---

•	Integrated Financial Solutions (IFS):

•	Global Financial Solutions (GFS):

•	Corporate and Other:

---

•	Technology Solutions:

•	Merchant Solutions:

•	Issuer Solutions:

---

---

---

•	the risk that the Worldpay transaction will not provide the expected benefits, or that we will not be able to achieve the cost or revenue synergies anticipated;

•	the risk that the integration of FIS and Worldpay will be more difficult, time-consuming or expensive than anticipated;

•	the risk of customer loss or other business disruption in connection with the Worldpay transaction, or of the loss of key employees;

•	the fact that unforeseen liabilities of FIS or Worldpay may exist;

•	the risk that acquired businesses will not be integrated successfully, or that the integration will be more costly or more time-consuming and complex than anticipated;

•	the risk that cost savings and other synergies anticipated to be realized from acquisitions may not be fully realized or may take longer to realize than expected;

•	the risks of doing business internationally;

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

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

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

•	changes in the growth rates of the markets for our solutions;

•	failures to adapt our solutions to changes in technology or in the marketplace;

•	internal or external security breaches of our systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;

---

•	the risk that implementation of software (including software updates) for customers or at customer locations or employee error in monitoring our software and platforms may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;

•	the reaction of current and potential customers to communications from us or regulators regarding information security, risk management, internal audit or other matters;

•

competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development of new disruptive technologies competing with one or more of our solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions we provide to many of our customers;

•	the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers;

•	the failure to meet financial goals to grow the business in Brazil after the unwinding of the Brazilian Venture;

•	the risks of reduction in revenue from the loss of existing and/or potential customers in Brazil after the unwinding of the Brazilian Venture;

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

•	failure to comply with applicable requirements of payment networks or card schemes or changes in those requirements;

•	fraud by merchants or bad actors; and

•	other risks detailed in the “Risk Factors” and other sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in our other filings with the Securities and Exchange Commission.

---

Exhibit A	Condensed Consolidated Statements of Earnings - Unaudited for the three and six months ended June 30, 2019 and 2018

Exhibit B	Condensed Consolidated Balance Sheets - Unaudited as of June 30, 2019 and December 31, 2018

Exhibit C	Condensed Consolidated Statements of Cash Flows - Unaudited for the six months ended June 30, 2019 and 2018

Exhibit D	Supplemental Non-GAAP Financial Information - Unaudited for the three and six months ended June 30, 2019 and 2018

Exhibit E	Supplemental GAAP to Non-GAAP Reconciliations - Unaudited for the three and six months ended June 30, 2019 and 2018

Exhibit F	Supplemental GAAP to Non-GAAP Reconciliations on Guidance - Unaudited for the three months ended September 30 and December 31, 2019

---

---

---

---

(1)	See note (3) to Exhibit E.

---

(1)	In year adjustments primarily include removing revenue from the Certegy Check Services business unit in North America, the Reliance Trust Company of Delaware and the Kingstar divestitures and the unwinding of the Brazilian Venture.

---

(1)	Adjusted cash flows from operations and free cash flow for the three and six months ended June 30, 2019 and 2018 exclude cash payments for certain acquisition, integration and other costs, net of related tax impact. The related tax impact totaled $11 million and $8 million for the three months and $21 million and $15 million for the six months ended June 30, 2019 and 2018, respectively.

(2)

Adjusted cash flows from operations and free cash flow exclude tax payments made in 2019 related to the sale of Reliance Trust Company of Delaware and the unwinding of the Brazilian Venture recognized during 2018. Adjusted cash flows from operations and free cash flow exclude tax payments made in 2018 related to the sale of Capco consulting business and risk and compliance consulting business recognized during 2017.

(3)	Adjusted cash flows from operations and free cash flow for the three and six months ended June 30, 2018 exclude the $1 million one-time bond premium payment on the redemption of our senior notes due October 2018.

---

---

---

---

(1)

This item represents the impact of depreciation and amortization expense. The Company has excluded the impact of depreciation of fixed assets and amortization of intangibles as such amounts can be significantly impacted by the timing and/or size of acquisitions. Although the Company excludes these amounts from its non-GAAP expenses, the Company believes that it is important for investors to understand that such tangible and intangible assets contribute to revenue generation. Depreciation and amortization of assets, including those that relate to past acquisitions, will recur in future periods until such assets have been fully depreciated or amortized. Any future acquisitions may result in the depreciation and/or amortization of future assets. Within the depreciation and amortization item, $193 million and $169 million for the three months and $388 million and $338 million for the six months ended June 30, 2019 and 2018, respectively, consist of depreciation and amortization of non-purchase accounting assets. The tax effects related to depreciation and amortization of non-purchase accounting assets are $36 million and $33 million for the three months and $73 million and $66 million for the six months ended June 30, 2019 and 2018, respectively.

(2)

This item represents acquisition and integration costs primarily related to the acquisition of Worldpay and certain other costs including those associated with data center consolidation activities of $17 million and $25 million for the three and six months ended June 30, 2019, respectively. For the 2018 periods, this item represents acquisition and integration costs primarily related to the SunGard acquisition and certain other costs.

(3)

This item represents the impact of the purchase accounting adjustment to reduce SunGard's deferred revenues to estimated fair value, determined as fulfillment cost plus a normal profit margin. The deferred revenue adjustment represents revenue that would have been recognized in the normal course of business by SunGard under GAAP if the acquisition had not occurred, but was not recognized due to GAAP purchase accounting requirements. The year ended December 31, 2018 was the final year impacted by this purchase accounting adjustment.

(4)	This item represents the net pre-tax loss (gain) on sale of businesses and investments during the three months ended June 30, 2018 and six months ended June 30, 2019 and 2018.

(5)

This item primarily represents the non-cash foreign currency impact of non-hedged Euro- and Pound Sterling-denominated notes issued during the three months ended June 30, 2019 to finance the Worldpay acquisition. For the 2018 periods, this item represents the write-off of certain previously capitalized debt issuance costs and the payment of a bond premium associated with the early redemption of our senior notes due October 2018 during June 2018.

(6)	This item represents our equity method investment earnings or loss and is predominantly due to our equity ownership interest in Cardinal Holdings, LP.

---

(1)	Estimated adjustments include acquisition, integration and other costs and other items.

(2)	Estimated adjustments include depreciation and amortization, acquisition, integration and other costs, equity method investment earnings (loss) and other items, net of tax impact.

---

(1)	Non-operating income (expense) primarily consists of other income and expense items outside of the Company’s operating activities.

(2)

Up until March 18, 2019, we were structured as a C corporation and Worldpay Holding’s structure as a pass-through entity for tax purposes, the numerator in the diluted net income per share calculation was adjusted to reflect the Company’s income tax expense at an expected effective tax rate assuming the conversion of the Class B units of Worldpay Holding into shares of our Class A common stock. During the three and six months ended June 30, 2018, approximately 15.0 million and 15.1 million, respectively, weighted average Class B units of Worldpay Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. As the Class B units of Worldpay Holding were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share for the three and six months ended June 30, 2018. Additionally, due to the net loss for the three and six months ended June 30, 2018, any remaining potentially dilutive securities were also excluded from the denominator in computing dilutive net income per share. Since March 18, 2019, all Class B units are no longer outstanding and for the three months ended June 30, 2019, the methodology above is not applicable and diluted earnings per share is computed by dividing net income attributable to Worldpay, Inc. by the weighted-average shares outstanding during the period and the impact of securities that have a diluted effect on earnings per share.

---

(1)	Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee terminations and other transition activities.

(2)	Below are the adjustments to Other operating costs, General and administrative and Depreciation and amortization.

---

(3)	Represents amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions as well as depreciation of acquired software.

(4)	See note (1) in Schedule 1.

(5)

Represents adjusted income tax expense to reflect a projected effective tax rate of 20.1% for 2019 and 19.8% for 2018, including the tax effect of adjustments described above. Adjusted tax expense includes tax benefits due to: (1) the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, (2) the tax basis step up associated with our separation from Fifth Third Bank and (3) the purchase or exchange of Class B units of Worldpay Holding, net of payment obligations under tax receivable agreements. The effective tax rate is expected to remain at 20.1% for the remainder of 2019.

(6)	Represents the non-controlling interest, net of adjusted income tax expense, associated with a consolidated joint venture.

(7)

The adjusted shares outstanding include 15.0 million and 15.1 million of weighted average Class B units that are excluded from the GAAP dilutive net income per share calculation for the three and six months ended June 30, 2018. Additionally, the three and six months ended June 30, 2018 also include other potentially dilutive securities that are excluded from the GAAP dilutive net income per share calculation. As of June 30, 2019 all Class B units have been converted to Class A common stock and are therefore included in the Company’s shares outstanding.

---

---

(1)	Includes equity attributable to non-controlling interests.

---

---

---

(1)	See note (1) in Schedule 1.

(2)	See notes (1) and (2) in Schedule 2.

•	Exhibit A shows the historical adjusted revenue, adjusted EBITDA, and adjusted net earnings on a total combined company basis, including combined company non-GAAP adjustments;

•	Exhibit B shows the historical adjusted combined segment revenue under the new segment reporting structure that the Company will use on a go forward basis and organic revenue adjustments to arrive at adjusted combined revenue organic base.

---

---

---

---

(1)	Amounts include the 15-day stub period results between January 1, 2018 and January 15, 2018 for Worldpay Group plc prior to its acquisition by Worldpay.

(2)

Adjusted combined revenue consists of revenue, of both FIS and Worldpay, increased to reverse the purchase accounting deferred revenue adjustment made upon the acquisition by FIS of SunGard. As discussed in note (6) below, the deferred revenue adjustment represents revenue that would have been recognized in the normal course of business by SunGard under GAAP but was not recognized due to GAAP purchase accounting adjustments.

(3)	Adjusted combined operating income represents the operating income of both FIS and Worldpay, calculated based on the combined company revenue and operating expenses.

(4)	This item represents acquisition and integration costs primarily related to FIS’ acquisition of SunGard and Worldpay’s acquisition of Worldpay Group plc, and certain other costs including those associated with data center consolidation activities.

(5)	This item represents asset impairments for assets held for sale prior to being transferred to Banco Bradesco upon closing of the agreement to unwind the Brazilian Venture as well as impairments of the goodwill and contract intangible asset associated with the Brazilian Venture.

(6)

This item represents the impact of the purchase accounting adjustment to reduce SunGard's deferred revenues to estimated fair value, determined as fulfillment cost plus a normal profit margin. The deferred revenue adjustment represents revenue that would have been recognized in the normal course of business by SunGard under GAAP if FIS' acquisition had not occurred, but was not recognized due to GAAP purchase accounting requirements.

(7)	Adjusted combined EBITDA is EBITDA, earnings from continuing operations before interest, taxes, depreciation and amortization, excluding certain costs and other transactions which management deems non-operational in nature and are listed above, the removal of which improves comparability of operating results across reporting periods.

(8)	Adjusted combined EBITDA margin reflects adjusted combined EBITDA divided by adjusted combined revenue.

(9)	Adjusted combined net earnings before non-GAAP adjustments reflects combined company net earnings to shareholders.

(10)

This item represents purchase price amortization expense on all intangible assets acquired through various acquisitions, including customer relationships, contract value, trademarks and tradenames, non-compete agreements and technology assets acquired. The Company has excluded the impact of purchase accounting amortization of intangibles as such amounts can be significantly impacted by the timing and/or size of acquisitions. Although the Company excludes these amounts from its non-GAAP expenses, the Company believes that it is important for investors to understand that such intangible assets contribute to revenue generation. Purchase accounting amortization of intangible assets will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in purchase price amortization of future intangible assets.

(11)	This item represents the net pre-tax loss (gain) on sale of businesses and investments.

(12)	This item primarily represents the non-cash foreign currency impact of non-hedged Euro- and Pound Sterling-denominated notes issued to finance the Worldpay acquisition.

(13)	This item represents our equity method investment earnings or loss and is predominantly due to the Company's equity ownership interest in Cardinal Holdings, LP.

(14)	This item represents Worldpay’s non-operating income (expense) primarily consisting of other income and expense items outside of operating activities.

(15)	This item represents adjusted income tax expense to reflect a projected effective tax rate for the period for Worldpay, including the tax effect of Worldpay adjustments described above. Adjusted tax expense includes tax benefits due to (1)

---

(16)	Adjusted combined net earnings represents combined company net earnings adjusted for the impacts of the items listed above.

(17)	Organic adjustments represent the removal of revenue related to business divestitures for the periods presented.