Document and Company Informatio
Document and Company Information (USD $) | |||
6 Months Ended
Jun. 30, 2009 | Jul. 31, 2009
| Jun. 30, 2008
| |
Document and Company Information [Abstract] | |||
Entity Registrant Name | FIDELITY NATIONAL INFORMATION SERVICES, INC. | ||
Entity Central Index Key | 0001136893 | ||
Document Type | 10-Q | ||
Document Period End Date | 2009-06-30 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $6,785,962,978 | ||
Entity Common Stock, Shares Outstanding | 191,832,618 |
Consolidated Balance Sheets
Consolidated Balance Sheets (USD $) | ||
In Millions | Jun. 30, 2009
| Dec. 31, 2008
|
Current assets: | ||
Cash and cash equivalents | 227.9 | 220.9 |
Settlement deposits | 38 | 31.4 |
Trade receivables, net of allowance for doubtful accounts of $40.5 and $40.6 at June 30, 2009 and December 31, 2008, respectively | 521.8 | 538.1 |
Settlement receivables | 38.9 | 52.1 |
Other receivables | 77.5 | 121.1 |
Receivable from FNF and LPS | 11.4 | 10.1 |
Prepaid expenses and other current assets | 98.9 | 115.1 |
Deferred income taxes | 80.5 | 77.4 |
Total current assets | 1094.9 | 1166.2 |
Property and equipment, net of accumulated depreciation of $280.4 and $244.4 at June 30, 2009 and December 31, 2008, respectively | 271.4 | 272.6 |
Goodwill | 4200.2 | 4,194 |
Intangible assets, net of accumulated amortization of $546.0 and $499.3 at June 30, 2009 and December 31, 2008, respectively | 905.4 | 924.3 |
Computer software, net of accumulated amortization of $371.1 and $345.7 at June 30, 2009 and December 31, 2008, respectively | 640.5 | 617 |
Deferred contract costs | 249 | 241.2 |
Long term note receivable from FNF | 5.1 | 5.5 |
Other noncurrent assets | 73.3 | 79.6 |
Total assets | 7439.8 | 7500.4 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 458.1 | 444.8 |
Settlement payables | 81.6 | 83.3 |
Current portion of long-term debt | 158.1 | 105.5 |
Deferred revenues | 184.1 | 182.9 |
Total current liabilities | 881.9 | 816.5 |
Deferred revenues | 89.1 | 86.7 |
Deferred income taxes | 331.2 | 332.7 |
Long-term debt, excluding current portion | 2,134 | 2,409 |
Other long-term liabilities | 115.3 | 158.5 |
Total liabilities | 3551.5 | 3803.4 |
FIS stockholders' equity: | ||
Preferred stock $0.01 par value; 200 shares authorized, none issued and outstanding at June 30, 2009 and December 31, 2008 | 0 | 0 |
Common stock $0.01 par value; 600 shares authorized, 200.2 shares issued at June 30, 2009 and December 31, 2008, respectively | 2 | 2 |
Additional paid in capital | 2964.6 | 2959.8 |
Retained earnings | 1149.2 | 1076.1 |
Accumulated other comprehensive earnings (loss) | -15.7 | -102.3 |
Treasury stock, $0.01 par value, 8.8 and 9.3 shares at June 30, 2009 and December 31, 2008, respectively | -383.2 | -402.8 |
Total FIS stockholders' equity | 3716.9 | 3532.8 |
Noncontrolling interest | 171.4 | 164.2 |
Total equity | 3888.3 | 3,697 |
Total liabilities and equity | 7439.8 | 7500.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | ||
In Millions | Jun. 30, 2009
| Dec. 31, 2008
|
Allowance for doubtful accounts | 40.5 | 40.6 |
Accumulated depreciation, Property and equipment | 280.4 | 244.4 |
Accumulated amortization, Intangible assets | 546 | 499.3 |
Accumulated amortization, Computer software | 371.1 | 345.7 |
Preferred stock, par value | 0.01 | 0.01 |
Preferred stock, shares authorized | 200 | 200 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | 0.01 | 0.01 |
Common stock, shares authorized | 600 | 600 |
Common stock, shares issued | 200.2 | 200.2 |
Treasury stock, par value | 0.01 | 0.01 |
Treasury stock, shares | 8.8 | 9.3 |
Consolidated Statements of Earn
Consolidated Statements of Earnings (USD $) | ||||
In Millions, except Per Share data | 3 Months Ended
Jun. 30, 2009 | 3 Months Ended
Jun. 30, 2008 | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Processing and services revenues | 834.8 | 869.7 | 1632.6 | $1,700 |
Cost of revenues | 602.7 | 674 | 1199.9 | 1322.7 |
Gross profit | 232.1 | 195.7 | 432.7 | 377.3 |
Selling, general, and administrative expenses | 93.2 | 117.9 | 189.3 | 229 |
Research and development costs | 21.5 | 19.9 | 44.1 | 39.2 |
Operating income | 117.4 | 57.9 | 199.3 | 109.1 |
Other income (expense): | ||||
Interest income | 0.5 | 1.5 | 1.3 | 4.3 |
Interest expense | -31.8 | -43.6 | -63.8 | -82.4 |
Other income | 5.5 | 1.3 | 6.7 | 0.1 |
Total other expense | -25.8 | -40.8 | -55.8 | (78) |
Earnings from continuing operations before income taxes and equity in losses of unconsolidated entities | 91.6 | 17.1 | 143.5 | 31.1 |
Provision for income taxes | 31.6 | 3.3 | 49.5 | 6.6 |
Equity in losses of unconsolidated entities | 0 | -0.2 | 0 | -0.2 |
Earnings from continuing operations, net of tax | 60 | 13.6 | 94 | 24.3 |
(Losses) earnings from discontinued operations, net of tax | -0.4 | 59.2 | -1.7 | 118.8 |
Net earnings | 59.6 | 72.8 | 92.3 | 143.1 |
Net earnings attributable to noncontrolling interest | -0.4 | -0.9 | -0.1 | -0.7 |
Net earnings attributable to FIS | 59.2 | 71.9 | 92.2 | 142.4 |
Net earnings per share - basic from continuing operations attributable to FIS common stockholders | 0.31 | 0.07 | 0.49 | 0.13 |
Net earnings (loss) per share - basic from discontinued operations attributable to FIS common stockholders | $0 | 0.3 | -0.01 | 0.61 |
Net earnings per share - basic attributable to FIS common stockholders | 0.31 | 0.37 | 0.48 | 0.74 |
Weighted average shares outstanding - basic | 190.3 | 192.5 | 190.2 | 193.5 |
Net earnings per share - diluted from continuing operations attributable to FIS common stockholders | 0.31 | 0.07 | 0.49 | 0.12 |
Net earnings (loss) per share - diluted from discontinued operations attributable to FIS common stockholders | $0 | 0.3 | -0.01 | 0.61 |
Net earnings per share - diluted attributable to FIS common stockholders | 0.31 | 0.37 | 0.48 | 0.73 |
Weighted average shares outstanding - diluted | 192.7 | 194.4 | 192.2 | 195.5 |
Cash dividends paid per share | 0.05 | 0.05 | 0.1 | 0.1 |
Amounts attributable to FIS common stockholders | ||||
Earnings from continuing operations, net of tax | 59.6 | 13.3 | 93.9 | 24.2 |
(Losses) earnings from discontinued operations, net of tax | -0.4 | 58.6 | -1.7 | 118.2 |
Net earnings attributable to FIS | 59.2 | 71.9 | 92.2 | 142.4 |
Consolidated Statement of Equit
Consolidated Statement of Equity (USD $) | |||
In Millions | 3 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2009 | Dec. 31, 2008
|
Beginning Balance | $3,697 | ||
Exercise of stock options | 6 | ||
Tax benefit associated with exercise of stock options | 0.1 | ||
Stock-based compensation | 18.3 | ||
Cash dividends paid ($0.10 per share) and other distributions | -20.2 | ||
Comprehensive earnings: | |||
Net earnings | 59.6 | 92.3 | |
Other comprehensive earnings (loss), net of tax: | |||
Unrealized gain on investments and derivatives, net | 21.2 | ||
Unrealized loss on foreign currency translation | 73.6 | ||
Ending Balance | 3888.3 | 3888.3 | 3,697 |
Common Stock | |||
Beginning Balance | 2 | ||
Shares, Beginning Balance | 200.2 | ||
Other comprehensive earnings (loss), net of tax: | |||
Ending Balance | 2 | ||
Shares, Ending Balance | 200.2 | ||
Noncontrolling Interest | |||
Beginning Balance | 164.2 | ||
Cash dividends paid ($0.10 per share) and other distributions | -1.1 | ||
Comprehensive earnings: | |||
Net earnings | 0.1 | ||
Other comprehensive earnings (loss), net of tax: | |||
Unrealized loss on foreign currency translation | 8.2 | ||
Ending Balance | 171.4 | 171.4 | 164.2 |
Additional Paid-in Capital | |||
Beginning Balance | 2959.8 | ||
Exercise of stock options | -13.6 | ||
Tax benefit associated with exercise of stock options | 0.1 | ||
Stock-based compensation | 18.3 | ||
Other comprehensive earnings (loss), net of tax: | |||
Ending Balance | 2964.6 | 2964.6 | 2959.8 |
Treasury Stock | |||
Beginning Balance | -402.8 | ||
Shares, Beginning Balance | -9.3 | ||
Exercise of stock options | 19.6 | ||
Exercise of stock options, shares | 0.5 | ||
Other comprehensive earnings (loss), net of tax: | |||
Ending Balance | -383.2 | -383.2 | -402.8 |
Shares, Ending Balance | -8.8 | -8.8 | -9.3 |
Retained Earnings | |||
Beginning Balance | 1076.1 | ||
Cash dividends paid ($0.10 per share) and other distributions | -19.1 | ||
Comprehensive earnings: | |||
Net earnings | 92.2 | ||
Other comprehensive earnings (loss), net of tax: | |||
Ending Balance | 1149.2 | 1149.2 | 1076.1 |
Accumulated Other Comprehensive Earnings (Loss) | |||
Beginning Balance | -102.3 | ||
Other comprehensive earnings (loss), net of tax: | |||
Unrealized gain on investments and derivatives, net | 21.2 | ||
Unrealized loss on foreign currency translation | 65.4 | ||
Ending Balance | -15.7 | -15.7 | -102.3 |
Comprehensive Earnings | |||
Comprehensive earnings: | |||
Net earnings | 92.3 | ||
Other comprehensive earnings (loss), net of tax: | |||
Unrealized gain on investments and derivatives, net | 21.2 | ||
Unrealized loss on foreign currency translation | 73.6 | ||
Comprehensive earnings: | 187.1 |
1_Consolidated Statement of Equ
Consolidated Statement of Equity (Parenthetical) (USD $) | ||||
3 Months Ended
Jun. 30, 2009 | 3 Months Ended
Jun. 30, 2008 | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 | |
Cash dividends paid per share | 0.05 | 0.05 | 0.1 | 0.1 |
Retained Earnings | ||||
Cash dividends paid per share | 0.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (USD $) | ||
In Millions | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Cash flows from operating activities: | ||
Net earnings | 92.3 | 143.1 |
Adjustment to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 184.1 | 244.5 |
Amortization of debt issue costs | 1.7 | 2.9 |
Gain on sale of company assets | 0 | (1) |
Stock-based compensation | 18.3 | 42.2 |
Deferred income taxes | -31.8 | 3 |
Tax benefit associated with exercise of stock options | -0.1 | -0.9 |
Equity in losses of unconsolidated entities | 0 | 2.3 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease (increase) in trade receivables | 93.8 | -58.2 |
Net decrease (increase) in prepaid expenses and other assets | 19.3 | -6.7 |
Net increase in deferred contract costs | -25.3 | -39.5 |
Net increase in deferred revenue | 2.5 | 15.7 |
Net decrease in accounts payable, accrued liabilities, and other liabilities | -23.7 | -104.6 |
Net cash provided by operating activities | 331.1 | 242.8 |
Cash flows from investing activities: | ||
Additions to property and equipment | -27.1 | -43.9 |
Additions to capitalized software | -69.1 | -111.7 |
Other investing activities | 0 | -4.7 |
Net proceeds from sale of company assets | 0 | 33.5 |
Acquisitions, net of cash acquired | -3.8 | -17.4 |
Net cash used in investing activities | (100) | -144.2 |
Cash flows from financing activities: | ||
Borrowings | 1198.7 | 2699.6 |
Debt service payments | -1420.1 | -2704.5 |
Tax benefit associated with exercise of stock options | 0.1 | 0.9 |
Exercise of stock options | 6 | 11.5 |
Treasury stock purchases | 0 | -236.2 |
Cash dividends paid | -19.1 | -19.3 |
Net cash used in financing activities | -234.4 | (248) |
Effect of foreign currency exchange rates on cash | 10.3 | 1.1 |
Net increase (decrease) in cash and cash equivalents | 7 | -148.3 |
Cash and cash equivalents, beginning of period | 220.9 | 355.3 |
Cash and cash equivalents, end of period | 227.9 | 207 |
Supplemental cash flow information: | ||
Cash paid for interest | 61.8 | 124.2 |
Cash paid for taxes | 89.3 | 46.5 |
Basis of Presentation
Basis of Presentation | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Basis of Presentation [Abstract] | |
Basis of Presentation | (1)Basis of Presentation The unaudited financial information included in this report includes the accounts of FIS and its subsidiaries prepared in accordance with U.S. generally accepted accounting principles and the instructions to Form 10-Q and Article10 of RegulationS-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with the Companys Annual Report on Form 10-K, as amended by the Annual Report on Form 10-K/A, for the year ended December31, 2008. 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. Certain reclassifications have been made in the 2008 Consolidated Financial Statements to conform to the classifications used in 2009. We report the results of our operations in four reporting segments: 1) Financial Solutions, 2) Payment Solutions, 3) International and 4) Corporate and Other (Note 8). |
Discontinued Operations
Discontinued Operations | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Discontinued Operations [Abstract] | |
Discontinued Operations | (2)Discontinued Operations During 2008, we discontinued certain operations which are reported as discontinued operations in the Consolidated Statements of Earnings for the three-month and six-month periods ended June30, 2009 and 2008, in accordance with the authoritative guidance for the impairment or disposal of long-lived assets. Interest is allocated to discontinued operations based on debt to be retired and debt specifically identified as related to the respective discontinued operation. LPS On July2, 2008 (the spin-off date), 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 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 June24, 2008. The results of operations of the former LPS segment of FIS are reflected as discontinued operations in the Consolidated Statements of Earnings for the three-month and six-month periods ended June30, 2008. LPS had revenues of $460.4million and $913.1 during the three-month and six-month periods ended June30, 2008, respectively. LPS had earnings before taxes of $93.0million and $186.6 during the three-month and six-month periods ended June30, 2008, respectively. Certegy Australia, Ltd On October13, 2008, we sold Certegy Australia, Ltd. (Certegy Australia) for $21.1million in cash and other consideration, because its operations did not align with our strategic plans. Certegy Australia had revenues of $9.0million and $16.9million during the three-month and six-month periods ended June30, 2008, respectively. Certegy Australia had (losses)earnings before taxes of ($0.5) million and $5.4million during the three-month periods ended June30, 2009 and 2008 and ($2.4) million and $9.6million during the six-month periods ended June30, 2009 and 2008, respectively. Certegy Gaming Services, Inc. On April1, 2008, we sold Certegy Gaming Services, Inc. (Certegy Game) for $25.0million, realizing a pretax loss of $4.1million, because its operations did not align with our strategic plans. Certegy Game had revenues of $27.2million and earnings before taxes of $0.3million (excluding the pretax loss realized on sale) during the six-month period ended June30, 2008. FIS Credit Services, Inc. On February29, 2008, we sold FIS Credit Services, Inc. (Credit) for $6.0million, realizing a pre-tax gain of $1.4million, because its operations did not align with our strategic plans. Credit had revenues of $1.4million and losses before taxes of $0.2million (excluding the realized gain) during the six-month period ended June30, 2008. Homebuilders Financial Network, LLC During the year ended December31, 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 $0.2million and $1.4million during |
Related Party Transactions
Related Party Transactions | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (3)Related Party Transactions We are party to certain related party agreements described below. Revenues and Expenses A detail of related party items included in revenues for the three-month and six-month periods ended June30, 2009 and 2008 is as follows (in millions): Three months ended Six months ended June 30, June 30, 2009 2008 2009 2008 ABN AMRO Real card and item processing revenue $ 24.3 $ 28.3 $ 44.1 $ 43.0 Banco Bradesco card and item processing revenue 25.1 23.8 46.0 44.7 Sedgwick data processing services revenue 9.9 9.7 19.9 19.4 FNF data processing services revenue 12.3 11.4 24.1 22.6 LPS services revenue 1.6 1.7 3.3 3.6 Total revenues $ 73.2 $ 74.9 $ 137.4 $ 133.3 A detail of related party items included in operating expenses (net of expense reimbursements) for the three-month and six-month periods ended June30, 2009 and 2008 is as follows (in millions): Three months ended Six months ended June 30, June 30, 2009 2008 2009 2008 Equipment and real estate leasing with FNF and LPS $ 5.2 $ 4.9 $ 10.1 $ 9.5 Administrative corporate support and other services with FNF and LPS 2.2 1.9 4.2 3.7 Total expenses $ 7.4 $ 6.8 $ 14.3 $ 13.2 ABN AMRO Real and Banco Bradesco In March2006, 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 committed to make enhancements to our card processing system to meet the processing 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 in the venture. Additionally, we provide item processing services to Bradesco and ABN outside of the Brazilian card processing venture. Sedgwick We provide data processing services to Sedgwick CMS, Inc. (Sedgwick), a company in which Fidelity National Financial, Inc., (FNF) holds an approximate 32% equity interest. FNF We provide data processing services to FNF consisting primarily of infrastructure support and data center management. Our agreement with FNF runs through June30, 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). We also have a $5.9million note receivable from FNF, of which $0.8million is included in receivable from FNF and LPS in the Consolidated Balance Sheets, which matures in September2012, with interest payable at a r |
Unaudited Net Earnings per Shar
Unaudited Net Earnings per Share | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Unaudited Net Earnings per Share [Abstract] | |
Unaudited Net Earnings per Share | (4)Unaudited Net Earnings per Share The basic weighted average shares and common stock equivalents for the three-month and six-month periods ended June30, 2009 and 2008 are computed using the treasury stock method. The following table summarizes the earnings per share attributable to FIS common stockholders, for the three-month and six-month periods ended June30, 2009 and 2008 (in millions, except per share amounts): Three months ended June 30, Six months ended June 30, 2009 2008 2009 2008 Net earnings from continuing operations attributable to FIS, net of tax $ 59.6 $ 13.3 $ 93.9 $ 24.2 Net earnings (losses)from discontinued operations attributable to FIS, net of tax (0.4 ) 58.6 (1.7 ) 118.2 Net earnings attributable to FIS, net of tax $ 59.2 $ 71.9 $ 92.2 $ 142.4 Weighted average shares outstanding basic 190.3 192.5 190.2 193.5 Plus: Common stock equivalent shares assumed from conversion of options 2.4 1.9 2.0 2.0 Weighted average shares outstanding diluted 192.7 194.4 192.2 195.5 Basic net earnings per share from continuing operations attributable to FIS common stockholders $ 0.31 $ 0.07 $ 0.49 $ 0.13 Basic net earnings (losses)per share from discontinued operations attributable to FIS common stockholders 0.30 (0.01 ) 0.61 Basic net earnings per share $ 0.31 $ 0.37 $ 0.48 $ 0.74 Diluted net earnings per share from continuing operations attributable to FIS common stockholders $ 0.31 $ 0.07 $ 0.49 $ 0.12 Diluted net earnings (losses)per share from discontinued operations attributable to FIS common stockholders 0.30 (0.01 ) 0.61 Diluted net earnings per share attributable to FIS common stockholders $ 0.31 $ 0.37 $ 0.48 $ 0.73 Options to purchase approximately 11.3million shares and 9.4million shares of our common stock for the three-month periods and 15.1million shares and 9.0million shares of our common stock for the six-month periods ended June30, 2009 and 2008, respectively, were not included in the computation of diluted earnings per share because they were antidilutive. |
Metavante Merger
Metavante Merger | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Metavante Merger [Abstract] | |
Metavante Merger | (5)Metavante Merger On March31, 2009, FIS and Metavante Technologies, Inc. (Metavante) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which FIS will acquire Metavante. The transaction will be structured as a tax-free reorganization whereby Metavante will be merged with and into a newly formed subsidiary of FIS (the Merger). Under the terms of the Merger Agreement, Metavante shareholders will receive a fixed exchange ratio of 1.35 (the Exchange Ratio) shares of FIS common stock for each share of Metavante common stock they own. In addition, outstanding Metavante stock options and other stock-based awards (other than performance shares) will be converted into stock options and other stock-based awards, respectively, with respect to shares of FIS common stock using the Exchange Ratio. In connection with the Merger Agreement, FIS entered into an Investment Agreement (the Investment Agreement) on March31, 2009, with certain affiliates of Thomas H. Lee Partners, L.P. (THL) and FNF, pursuant to which, the Company will issue and sell (a)to THL in a private placement 12.9million shares of common stock of the Company for an aggregate purchase price of approximately $200.0million and (b)to FNF in a private placement 3.2million shares of common stock of the Company for an aggregate purchase price of approximately $50.0million. Pursuant to the terms of the Investment Agreement, the Company will pay each of THL and FNF a transaction fee equal to 3% of their respective investments. On July21, 2009, the Registration Statement filed by FIS with the Securities and Exchange Commission was declared effective and FIS and Metavante have mailed the joint proxy statement/prospectus relating to the shareholders meetings to their respective shareholders. On September4, 2009 FIS and Metavante will hold special meetings of their respective shareholders to vote on the issuance of FIS common stock in connection with the Merger and the Investment Agreement. FIS and Metavante shareholders of record as of June29, 2009 will be entitled to vote at the special meeting. Completion of the merger remains subject to antitrust clearance in the United States, receipt of FIS and Metavante shareholder approvals, and other customary closing conditions. FIS and Metavante expect the merger to close during the fourth quarter of 2009. |
Long Term Debt
Long Term Debt | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Long Term Debt Disclosure [Abstract] | |
Long-Term Debt | (6)Long-Term Debt Long-term debt as of June30, 2009 and December31, 2008 consisted of the following (in millions): June 30, December 31, 2009 2008 Term Loan A, secured, interest payable at LIBOR plus 0.88% (1.20% at June30, 2009), quarterly principal amortization, maturing January2012 $ 1,942.5 $ 1,995.0 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 (0.99%, 0.92% or 3.25% respectively at June 30, 2009), maturing January2012. Total of $565.9million unused as of June30, 2009 329.6 499.4 Other promissory notes with various interest rates and maturities 20.0 20.1 2,292.1 2,514.5 Less current portion (158.1 ) (105.5 ) Long-term debt, excluding current portion $ 2,134.0 $ 2,409.0 The fair value of the Companys long-term debt at June30, 2009 is estimated to be approximately $321.0million lower than the carrying value (based on values of trades of our debt made in close proximity to quarter-end). 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. As of June30, 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): Notional Amount Bank Pays FIS pays Effective Date Termination Date (in millions) Variable Rate of(1) Fixed Rate of(2) October11, 2007 October 11, 2009 $ 1,000.0 1 Month Libor 4.73 % December11, 2007 December 11, 2009 250.0 1 Month Libor 3.80 % April11, 2007 April 11, 2010 850.0 1 Month Libor 4.92 % $ 2,100.0 (1) 0.32% in effect at June30, 2009 under the agreements. (2) In addition to the fixed rates paid under the swaps, we pay an applicable margin to our bank lenders on the Term Loan A of 0.88% and the Revolving Loan of 0.70% (plus a facility fee of 0.18%) as of June30, 2009. We have designated these interest rate swaps as cash flow hedges. A portion of the amount included in accumulated other 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 when determining the fair value of our interest rate swaps. During June2008, we terminated the $750million interest rate swap tied to the Term Loan B that was retired during July2008, without any significant impact to our fin |
Commitments and Contingencies
Commitments and Contingencies | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | (7)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 Merger On April7, 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 Metavante shareholders and that Metavante and FIS aided and abetted such breaches. The complaint seeks to enjoin the proposed Merger transaction, preliminarily and permanently, and also seeks unspecified money damages, attorneys fees, and class certification. An amended complaint was filed on April23, 2009, 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. On April24, 2009, a second putative class action containing similar allegations was filed by another purported Metavante shareholder against Metavante and its directors and certain officers. This complaint also seeks 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. On April28, 2009, a motion was filed to consolidate the Repinski and Beren actions; that motion has not yet been decided. FIS believes these actions are without merit and intends to defend vigorously against the claims. McCormick, April v. Certegy Payment Recovery Services, Inc., et al This is a putative class action filed during the first quarter of 2006 in the U.S. District Court for the Northern District of Texas against Certegy Check Services, Inc. and Certegy Payment Recovery Services, Inc. The complaint seeks damages and declaratory relief for breach of contract as well a |
Segment Information
Segment Information | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Segment Information [Abstract] | |
Segment Information | (8)Segment Information Summarized financial information for the Companys segments is shown in the following tables. As of and for the three-month period ended June30, 2009 (in millions): Financial Payment Corporate Solutions Solutions International and Other Total Processing and services revenues $ 277.0 $ 380.0 $ 178.4 $ (0.6 ) $ 834.8 Operating expenses 186.3 285.6 163.5 82.0 717.4 Operating income $ 90.7 $ 94.4 $ 14.9 $ (82.6 ) 117.4 Other income (expense)unallocated (25.8 ) Income from continuing operations $ 91.6 Depreciation and amortization $ 28.7 $ 10.8 $ 14.6 $ 38.0 $ 92.1 Capital expenditures $ 25.2 $ 7.2 $ 17.6 $ 0.9 $ 50.9 Total assets $ 2,858.9 $ 2,232.0 $ 1,432.7 $ 823.1 $ 7,346.7 Goodwill $ 2,096.2 $ 1,677.6 $ 426.4 $ $ 4,200.2 As of and for the three-month period ended June30, 2008 (in millions): Financial Payment Corporate Solutions Solutions International and Other Total Processing and services revenues $ 280.8 $ 383.4 $ 206.8 $ (1.3 ) $ 869.7 Operating expenses 202.9 295.9 199.2 113.8 811.8 Operating income $ 77.9 $ 87.5 $ 7.6 $ (115.1 ) 57.9 Other income (expense)unallocated (40.8 ) Income from continuing operations $ 17.1 Depreciation and amortization $ 25.9 $ 9.7 $ 15.2 $ 47.0 $ 97.8 Capital expenditures $ 19.2 $ 10.0 $ 24.4 $ (1.5 ) $ 52.1 Total assets $ 2,982.9 $ 2,318.2 $ 1,290.2 $ 1,149.1 $ 7,740.4 Goodwill $ 2,112.2 $ 1,686.6 $ 426.7 $ $ 4,225.5 As of and for the six-month period ended June30, 2009 (in millions): Financial Payment Corporate Solutions Solutions International and Other Total Processing and services revenues $ 548.3 $ 744.7 $ 340.7 $ (1.1 ) $ 1,632.6 Operating expenses 384.0 566.2 315.6 167.5 1,433.3 Operating income $ 164.3 $ 178.5 $ 25.1 $ (168.6 ) 199.3 Other income (expense)unallocated (55.8 ) |
Subsequent Events
Subsequent Events | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Subsequent Events [Abstract] | |
Subsequent Events | (9)Subsequent Events The Company has evaluated transactions, events and circumstances for consideration of recognition or disclosure through August5, 2009, the date these interim financial statements were issued, and has reflected or disclosed those items within the Consolidated Financial Statements as deemed appropriate. |