false0001136893 0001136893 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:PointOnetwoFivePercentEuroSeniorNotesDueMay2021Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:TwoPointSixZeroTwoPercentSterlingSeniorNotesDueMay2025Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:PointSevenFivePercentEuroSeniorNotesDue2023Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:TwoPointNineFivePercentEuroSeniorNotesDueMay2039Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:ThreePointThreeSixPercentSterlingSeniorNotesDueMay2031Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:OnePointOnePercentEuroSeniorNotesDueJuly2024Member 2019-11-05 2019-11-05 0001136893 exch:XNYS 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:SeniorEuroFloatingRateNotesdueMay2021Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:TwoPointZeroPercentEuroSeniorNotesDueMay2030Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:OnePointSevenPercentGBPSeniorNotesDueJune2022Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:PointFourZeroPercentEuroSeniorNotesDueJanuary2021Member 2019-11-05 2019-11-05 0001136893 exch:XNYS fis:OnePointFivePercentEuroSeniorNotesDueMay2027Member 2019-11-05 2019-11-05

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):

November 5, 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 November 5, 2019, Fidelity National Information Services, Inc. issued a press release announcing financial results for the three and nine months ended September 30, 2019 and guidance for the fourth quarter and year ended December 31, 2019. A copy of the press release is furnished herewith as Exhibit 99.1 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 are included in the consolidated results of FIS from and after the date of acquisition.

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 November 5, 2019 regarding financial results for the three and nine months ended September 30, 2019 and guidance for the fourth quarter and year ended December 31, 2019.
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: November 5, 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: November 5, 2019	By:	/s/ Christopher Thompson
		Name:	Christopher Thompson
		Title:	Chief Accounting Officer

---

EXHIBIT INDEX

Exhibit		Description
99.1		Press release of Fidelity National Information Services, Inc. dated November 5, 2019 regarding financial results for the three and nine months ended September 30, 2019 and guidance for the fourth quarter and year ended December 31, 2019.
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 increases fourth quarter and full-year 2019 guidance, primarily driven by outperformance in the third quarter, strong business trends and ongoing synergy achievement

•	FIS increases full-year 2020 expense synergy target by $50 million to over $350 million

---

•	Merchant Solutions:

•	Banking Solutions:

•	Capital Market Solutions:

•	Revenue synergies of over $30 million

•	Expense synergies of over $200 million, inclusive of over $100 million of interest expense savings

•	Revenue synergies of $150 million, which was increased $50 million in the second quarter of 2019

•	Expense synergies of over $350 million, an increase of $50 million

---

---

•	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, in our quarterly reports on Form 10-Q and in our other filings with the Securities and Exchange Commission.

---

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

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

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

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

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

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

---

---

---

---

(1)	See note (4) to Exhibit E.

---

(1)	In year adjustments primarily include adding revenue from the Worldpay acquisition and 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 nine months ended September 30, 2019 and 2018 exclude cash payments for certain acquisition, integration and other costs, net of related tax impact. The related tax impact totaled $30 million and $4 million for the three months and $51 million and $19 million for the nine months ended September 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 nine months ended September 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 purchase price amortization expense on all intangible assets acquired through various Company acquisitions, including customer relationships, contract value, trademarks and tradenames, and technology assets.

(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 $25 million and $50 million for the three and nine months ended September 30, 2019, respectively. For the 2018 periods, this item represents acquisition and integration costs primarily related to the SunGard acquisition and certain other costs including those associated with data center consolidation activities of $9 million for each of the three and nine months ended September 30, 2018.

(3)

For the 2019 periods, this item primarily represents asset impairments for certain computer software resulting from the Company's net realizable value analysis. For the 2018 periods, 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.

(4)

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.

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

(6)

This item primarily represents the non-cash foreign currency loss on non-hedged Euro- and Pound Sterling-denominated notes 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.

(7)	Non-operating income (expense) primarily consists of other income and expense items outside of the Company’s operating activities. For the three months ended September 30, 2019, this item primarily represents the non-cash foreign currency gain on non-hedged Euro- and Pound Sterling-denominated notes to finance the Worldpay acquisition.

(8)	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 purchase accounting amortization, acquisition, integration and other costs, equity method investment earnings (loss) and other items, net of tax impact.