Document and Company Informatio
Document and Company Information (USD $) | |||
9 Months Ended
Sep. 30, 2009 | Oct. 01, 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 | 2009-09-30 | ||
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 | 372,478,486 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | ||
In Millions | Sep. 30, 2009
| Dec. 31, 2008
|
Current assets: | ||
Cash and cash equivalents | 205.6 | 220.9 |
Settlement deposits | 44.8 | 31.4 |
Trade receivables, net of allowance for doubtful accounts of $40.3 and $40.6 at September 30, 2009 and December 31, 2008, respectively | 518.1 | 538.1 |
Settlement receivables | 39.8 | 52.1 |
Other receivables | 74.4 | 121.1 |
Receivable from FNF and LPS | 7 | 10.1 |
Prepaid expenses and other current assets | 89.2 | 115.1 |
Deferred income taxes | 78.4 | 77.4 |
Total current assets | 1057.3 | 1166.2 |
Property and equipment, net of accumulated depreciation of $298.8 and $244.4 at September 30, 2009 and December 31, 2008, respectively | 263.3 | 272.6 |
Goodwill | 4205.7 | 4,194 |
Intangible assets, net of accumulated amortization of $579.0 and $499.3 at September 30, 2009 and December 31, 2008, respectively | 902.7 | 924.3 |
Computer software, net of accumulated amortization of $413.3 and $345.7 at September 30, 2009 and December 31, 2008, respectively | 664.3 | 617 |
Deferred contract costs | 256.4 | 241.2 |
Long term note receivable from FNF | 0 | 5.5 |
Other noncurrent assets | 80.8 | 79.6 |
Total assets | 7430.5 | 7500.4 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 362.2 | 386.2 |
Due to joint venture partners | 71 | 58.6 |
Settlement payables | 89.1 | 83.3 |
Current portion of long-term debt | 195.8 | 105.5 |
Deferred revenues | 167.8 | 182.9 |
Total current liabilities | 885.9 | 816.5 |
Deferred revenues | 92.3 | 86.7 |
Deferred income taxes | 354 | 332.7 |
Long-term debt, excluding current portion | 1947.9 | 2,409 |
Other long-term liabilities | 118.5 | 158.5 |
Total liabilities | 3398.6 | 3803.4 |
FIS stockholders' equity: | ||
Preferred stock $0.01 par value; 200.0 shares authorized, none issued and outstanding at September 30, 2009 and December 31, 2008 | 0 | 0 |
Common stock $0.01 par value; 600.0 shares authorized, 200.2 shares issued at September 30, 2009 and December 31, 2008, respectively | 2 | 2 |
Additional paid in capital | 2909.1 | 2959.8 |
Retained earnings | 1207.1 | 1076.1 |
Accumulated other comprehensive earnings (loss) | 44.6 | -102.3 |
Treasury stock, $0.01 par value, 7.6 and 9.3 shares at September 30, 2009 and December 31, 2008, respectively | -308.7 | -402.8 |
Total FIS stockholders' equity | 3854.1 | 3532.8 |
Noncontrolling interest | 177.8 | 164.2 |
Total equity | 4031.9 | 3,697 |
Total liabilities and equity | 7430.5 | 7500.4 |
1_Condensed Consolidated Balanc
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | ||
In Millions | Sep. 30, 2009
| Dec. 31, 2008
|
Current assets: | ||
Allowance for doubtful accounts | 40.3 | 40.6 |
Accumulated depreciation, Property and equipment | 298.8 | 244.4 |
Accumulated amortization, Intangible assets | 579 | 499.3 |
Accumulated amortization, Computer software | 413.3 | 345.7 |
FIS stockholders' equity: | ||
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 | 7.6 | 9.3 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Unaudited) (USD $) | ||||
In Millions, except Per Share data | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Processing and services revenues (for related party activity, see note 3) | 850.7 | $884 | 2483.3 | $2,584 |
Cost of revenues (for related party activity, see note 3) | 600.5 | 661.8 | 1800.4 | 1984.5 |
Gross profit | 250.2 | 222.2 | 682.9 | 599.5 |
Selling, general, and administrative expenses (for related party activity, see note 3) | 92.2 | 79.9 | 281.5 | 308.9 |
Research and development costs | 22.3 | 22.5 | 66.4 | 61.7 |
Operating income | 135.7 | 119.8 | 335 | 228.9 |
Other income (expense): | ||||
Interest income | 1.4 | 1 | 2.7 | 5.3 |
Interest expense | -33.2 | -47.7 | (97) | -130.1 |
Other income (expense) | 1.4 | -0.1 | 8.1 | 0 |
Total other expense | -30.4 | -46.8 | -86.2 | -124.8 |
Earnings from continuing operations before income taxes and equity in losses of unconsolidated entities | 105.3 | 73 | 248.8 | 104.1 |
Provision for income taxes | 36.3 | 27 | 85.8 | 33.6 |
Equity in losses of unconsolidated entities | 0 | 0 | 0 | -0.2 |
Earnings from continuing operations, net of tax | 69 | 46 | 163 | 70.3 |
Earnings (losses) from discontinued operations, net of tax | 0 | 0.4 | -1.7 | 119.2 |
Net earnings | 69 | 46.4 | 161.3 | 189.5 |
Net earnings attributable to noncontrolling interest | -1.4 | -2.8 | -1.5 | -3.5 |
Net earnings attributable to FIS | 67.6 | 43.6 | 159.8 | 186 |
Net earnings per share - basic from continuing operations attributable to FIS common stockholders | 0.35 | 0.23 | 0.85 | 0.35 |
Net earnings (loss) per share - basic from discontinued operations attributable to FIS common stockholders | $0 | $0 | -0.01 | 0.62 |
Net earnings per share - basic attributable to FIS common stockholders | 0.35 | 0.23 | 0.84 | 0.97 |
Weighted average shares outstanding - basic | 191.1 | 189.5 | 190.5 | 192.2 |
Net earnings per share - diluted from continuing operations attributable to FIS common stockholders | 0.35 | 0.23 | 0.84 | 0.35 |
Net earnings (loss) per share - diluted from discontinued operations attributable to FIS common stockholders | $0 | $0 | -0.01 | 0.61 |
Net earnings per share - diluted attributable to FIS common stockholders | 0.35 | 0.23 | 0.83 | 0.96 |
Weighted average shares outstanding - diluted | 194.6 | 191.8 | 193 | 194.3 |
Cash dividends paid per share | 0.05 | 0.05 | 0.15 | 0.15 |
Amounts attributable to FIS common stockholders: | ||||
Earnings from continuing operations, net of tax | 67.6 | 43.2 | 161.5 | 67.4 |
Earnings (losses) from discontinued operations, net of tax | 0 | 0.4 | -1.7 | 118.6 |
Net earnings attributable to FIS | 67.6 | 43.6 | 159.8 | $186 |
2_Condensed Consolidated Statem
Condensed Consolidated Statement of Equity (Unaudited) (USD $) | |||
In Millions | 3 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2009 | Dec. 31, 2008
|
Beginning Balance | $3,697 | ||
Exercise of stock options | 11.6 | ||
Tax benefit associated with exercise of stock options | 4.5 | ||
Stock-based compensation | 27.3 | ||
Cash dividends paid ($0.15 per share) and other | -30.6 | ||
Comprehensive Earnings: | |||
Net Earnings | 69 | 161.3 | |
Other comprehensive earnings, net of tax: | |||
Unrealized gain on investments and derivatives, net | 40.9 | ||
Unrealized gain on foreign currency translation | 119.9 | ||
Ending Balance | 4031.9 | 4031.9 | 3,697 |
Common Stock | |||
Beginning Balance | 2 | ||
Shares, Beginning Balance | 200.2 | ||
Other comprehensive earnings, net of tax: | |||
Ending Balance | 2 | ||
Shares, Ending Balance | 200.2 | ||
Noncontrolling Interest | |||
Beginning Balance | 164.2 | ||
Cash dividends paid ($0.15 per share) and other | -1.8 | ||
Comprehensive Earnings: | |||
Net Earnings | 1.5 | ||
Other comprehensive earnings, net of tax: | |||
Unrealized gain on foreign currency translation | 13.9 | ||
Ending Balance | 177.8 | 177.8 | 164.2 |
Additional Paid In Capital | |||
Beginning Balance | 2959.8 | ||
Exercise of stock options | -82.5 | ||
Tax benefit associated with exercise of stock options | 4.5 | ||
Stock-based compensation | 27.3 | ||
Other comprehensive earnings, net of tax: | |||
Ending Balance | 2909.1 | 2909.1 | 2959.8 |
Treasury Stock | |||
Beginning Balance | -402.8 | ||
Shares, Beginning Balance | -9.3 | ||
Exercise of stock options | 94.1 | ||
Exercise of stock options, shares | 1.7 | ||
Other comprehensive earnings, net of tax: | |||
Ending Balance | -308.7 | -308.7 | -402.8 |
Shares, Ending Balance | -7.6 | -7.6 | -9.3 |
Retained Earnings | |||
Beginning Balance | 1076.1 | ||
Cash dividends paid ($0.15 per share) and other | -28.8 | ||
Comprehensive Earnings: | |||
Net Earnings | 159.8 | ||
Other comprehensive earnings, net of tax: | |||
Ending Balance | 1207.1 | 1207.1 | 1076.1 |
Accumulated Other Comprehensive Earnings (Loss) | |||
Beginning Balance | -102.3 | ||
Other comprehensive earnings, net of tax: | |||
Unrealized gain on investments and derivatives, net | 40.9 | ||
Unrealized gain on foreign currency translation | 106 | ||
Ending Balance | 44.6 | 44.6 | -102.3 |
Comprehensive Earnings | |||
Comprehensive Earnings: | |||
Net Earnings | 161.3 | ||
Other comprehensive earnings, net of tax: | |||
Unrealized gain on investments and derivatives, net | 40.9 | ||
Unrealized gain on foreign currency translation | 119.9 | ||
Comprehensive earnings: | 322.1 |
3_Condensed Consolidated Statem
Condensed Consolidated Statement of Equity (Parenthetical) (Unaudited) (USD $) | ||||
3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 | |
Cash dividends paid per share | 0.05 | 0.05 | 0.15 | 0.15 |
Retained Earnings | ||||
Cash dividends paid per share | 0.15 |
4_Condensed Consolidated Statem
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | ||
In Millions | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Cash flows from operating activities: | ||
Net earnings | 161.3 | 189.5 |
Adjustment to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 278.4 | 344.5 |
Amortization of debt issue costs | 2.5 | 16 |
Loss on sale of company assets | 0 | 2.5 |
Stock-based compensation | 27.3 | 50.6 |
Deferred income taxes | -24.6 | 3.1 |
Tax benefit associated with exercise of stock options | -4.5 | -0.1 |
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 | 134.4 | (31) |
Net decrease (increase) in prepaid expenses and other assets | 27.2 | -11.4 |
Net increase in deferred contract costs | -40.7 | -54.7 |
Net increase (decrease) in deferred revenue | -13.7 | -9.3 |
Net increase (decrease) in accounts payable, accrued liabilities, and other liabilities | -42.6 | -103.3 |
Net cash provided by operating activities | 505 | 398.7 |
Cash flows from investing activities: | ||
Additions to property and equipment | -34.5 | -57.1 |
Additions to capitalized software | -111.1 | -146.7 |
Other investing activities | 0 | -4.7 |
Collection of FNF note | 5.9 | 0 |
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 | -143.5 | -192.4 |
Cash flows from financing activities: | ||
Borrowings | 2147.2 | 3796.2 |
Debt service payments | (2,517) | -3839.3 |
Tax benefit associated with exercise of stock options | 4.5 | 0.1 |
Exercise of stock options | 11.6 | 18.7 |
Cash transferred in LPS spin-off | 0 | -20.8 |
Treasury stock purchases | 0 | -236.2 |
Cash dividends paid | -30.6 | -28.7 |
Net cash used in financing activities | -384.3 | (310) |
Effect of foreign currency exchange rates on cash | 7.5 | -13.1 |
Net increase (decrease) in cash and cash equivalents | -15.3 | -116.8 |
Cash and cash equivalents, beginning of period | 220.9 | 355.3 |
Cash and cash equivalents, end of period | 205.6 | 238.5 |
Supplemental cash flow information: | ||
Cash paid for interest | 92.9 | 163.4 |
Cash paid for taxes | 131.1 | 52.9 |
Basis of Presentation
Basis of Presentation | |
9 Months Ended
Sep. 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 Condensed 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 Condensed 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 Condensed 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 Solutions and 4) Corporate and Other (Note 7). On October1, 2009, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of March31, 2009, by and among FIS, a wholly owned subsidiary of FIS (Merger Sub), and Metavante Technologies, Inc. (Metavante), Metavante merged with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly owned subsidiary of FIS (the Merger) in a tax-free reorganization. See Note 8 for information on the Metavante Merger. Metavantes results of operations and account balances will be included in the Companys results of operations and statement of financial position prospectively from the transaction date. |
Discontinued Operations
Discontinued Operations | |
9 Months Ended
Sep. 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 Condensed Consolidated Statements of Earnings for the three-month and nine-month periods ended September30, 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, 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 LPS 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 Condensed Consolidated Statements of Earnings for the three-month and nine-month periods ended September30, 2008. FIS revenues include revenues from LPS of $913.1million during the nine-month period ended September30, 2008. FIS earnings before taxes included LPS earnings before taxes of $1.8million and $188.4million during the three-month and nine-month periods ended September30, 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 $9.8million and $26.7million during the three-month and nine-month periods ended September30, 2008, respectively. Certegy Australia had earnings (losses) before taxes of $3.4million during the three-month period ended September30, 2008 and ($2.4) million and $13.0million during the nine-month periods ended September30, 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 $4.1 million, 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 nine-month period ended September30, 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 pretax gain realized on sale) during the nine-month period ended September30, 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 $ |
Related Party Transactions
Related Party Transactions | |
9 Months Ended
Sep. 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 nine-month periods ended September30, 2009 and 2008 is as follows (in millions): Three-month periods ended Nine-month periods ended September 30, September 30, 2009 2008 2009 2008 Banco Santander card and item processing revenue $ 30.3 $ 28.3 $ 74.4 $ 71.3 Banco Bradesco card and item processing revenue 30.6 26.6 76.6 71.3 Sedgwick data processing services revenue 10.0 9.9 29.8 29.3 FNF data processing services revenue 12.2 9.1 36.3 31.7 LPS services revenue 1.2 1.8 4.5 5.4 Total revenues $ 84.3 $ 75.7 $ 221.6 $ 209.0 A detail of related party items included in operating expenses (net of expense reimbursements) for the three-month and nine-month periods ended September30, 2009 and 2008 is as follows (in millions): Three-month periods ended Nine-month periods ended September 30, September 30, 2009 2008 2009 2008 Equipment and real estate leasing with FNF and LPS $ 5.0 $ 4.5 $ 15.1 $ 14.0 Administrative corporate support and other services with FNF and LPS 1.8 2.3 6.0 6.0 Total expenses $ 6.8 $ 6.8 $ 21.1 $ 20.0 Banco Santander (formerly known as ABN AMRO Real) and Banco Bradesco In March 2006, 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 made enhancements to our card processing system to meet the 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. The accounting entries for this transaction were recorded during 2008 when certain walkaway rights lapsed, resulting in the establishment of a customer intangible asset of $224.2 million and a liability for amounts payable to the banks upon final migration of their respective card portfolios and achieving targeted volumes. This related party payable was $71.0 million and $58.6 million at September 30, 2009 and December 31, 2008, respectively. During the third quarter of 2008, Banco Santander Spain (Banco Santander) acquired majority control of ABN AMRO Real Group in Brazil. Since then, Santander has publicly stated its intention to consolidate all Brazilian card processing operations onto its own in-house technology platform, and has notified the joint venture of its desire to exit the relationship. We an |
Net Earnings per Share
Net Earnings per Share | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Net Earnings per Share [Abstract] | |
Net Earnings per Share | (4)Net Earnings per Share The basic weighted average shares and common stock equivalents for the three-month and nine-month periods ended September30, 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 nine-month periods ended September30, 2009 and 2008 (in millions, except per share amounts): Three-month periods ended Nine-month periods ended September 30, September 30, 2009 2008 2009 2008 Earnings from continuing operations attributable to FIS, net of tax $ 67.6 $ 43.2 $ 161.5 $ 67.4 Earnings (losses)from discontinued operations attributable to FIS, net of tax 0.4 (1.7 ) 118.6 Net earnings attributable to FIS $ 67.6 $ 43.6 $ 159.8 $ 186.0 Weighted average shares outstanding basic 191.1 189.5 190.5 192.2 Plus: Common stock equivalent shares assumed from conversion of options 3.5 2.3 2.5 2.1 Weighted average shares outstanding diluted 194.6 191.8 193.0 194.3 Basic net earnings per share from continuing operations attributable to FIS common stockholders $ 0.35 $ 0.23 $ 0.85 $ 0.35 Basic net earnings (losses)per share from discontinued operations attributable to FIS common stockholders (0.01 ) 0.62 Basic net earnings per share $ 0.35 $ 0.23 $ 0.84 $ 0.97 Diluted net earnings per share from continuing operations attributable to FIS common stockholders $ 0.35 $ 0.23 $ 0.84 $ 0.35 Diluted net earnings (losses)per share from discontinued operations attributable to FIS common stockholders (0.01 ) 0.61 Diluted net earnings per share attributable to FIS common stockholders $ 0.35 $ 0.23 $ 0.83 $ 0.96 Options to purchase approximately 8.0million shares and 11.4million shares of our common stock for the three-month periods and 12.7million shares and 9.8million shares of our common stock for the nine-month periods ended September30, 2009 and 2008, respectively, were not included in the computation of diluted earnings per share because they were antidilutive. |
Long Term Debt
Long Term Debt | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Long-Term Debt [Abstract] | |
Long-Term Debt | (5)Long-Term Debt Long-term debt as of September30, 2009 and December31, 2008 consisted of the following (in millions): September 30, December 31, 2009 2008 Term Loan A, secured, interest payable at LIBOR plus 1.00% (1.25% at September30, 2009), quarterly principal amortization, maturing January2012 $ 1,916.3 $ 1,995.0 Revolving Loan, secured, interest payable at LIBOR plus 0.80% (Eurocurrency Borrowings), Fed-funds plus 0.80% (Swingline Borrowings) or Prime plus 0.00% (Base Rate Borrowings) plus 0.20% facility fee (1.05%, 0.87% or 3.25% respectively at September30, 2009), maturing January2012 Total of $693.4 million unused as of September30, 2009 201.2 499.4 Other promissory notes with various interest rates and maturities 26.2 20.1 2,143.7 2,514.5 Less current portion (195.8 ) (105.5 ) Long-term debt, excluding current portion $ 1,947.9 $ 2,409.0 The fair value of the Companys long-term debt at September30, 2009 is estimated to be approximately $64.3million 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. Principal maturities of long-term debt at September30, 2009 are as follows (in millions): 2009 remainder $ 38.2 2010 210.0 2011 171.7 2012 1,723.8 Total $ 2,143.7 Through the eFunds Corporation (eFunds) acquisition on September12, 2007, we assumed $100.0 million in long-term notes payable previously issued by eFunds (the eFunds Notes). On February 26, 2008, we redeemed the eFunds Notes for a total of $109.3million, which included a make-whole premium of $9.3million. See also Note 8 for changes in long-term debt subsequent to September30, 2009. As of September30, 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): Bank Pays FIS pays Effective Date Expiration Date Notional Amount 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) 0.25% in effect at September30, 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 1.00% and the Revolving Loan of 0.80% (plus a facility fee of 0.20%) as of September30, 2009. We have designated these interest rate swaps as cash flow hedges. A portion of the amount included in accumulated |
Commitments and Contingencies
Commitments and Contingencies | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | (6)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 Metavante Merger During the second quarter of 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 the Metavante shareholders and that Metavante and FIS aided and abetted such breaches. The complaint sought to enjoin the proposed Merger transaction, preliminarily and permanently, and also sought unspecified money damages, attorneys fees, and class certification. An amended complaint was subsequently filed 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. A second putative class action containing similar allegations was also filed in the second quarter of 2009 by another purported Metavante shareholder against Metavante and its directors and certain officers. This complaint sought 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. The two cases were consolidated into a single action in the second quarter of 2009 as In re Metavante Technologies, Inc. Shareholder Litigation, No.09CV5325. The parties signed a Memorandum of Understanding settling the litigation during the third quarter of 2009 that is subject to court approval. The settlement was not material to the Company. The parties have stayed all litigation and the court has executed a protective order to permit confirmatory discovery to take place. Initial court approval is anticipated in the fourth quarter of 2009. After p |
Segment Information
Segment Information | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Segment Information [Abstract] | |
Segment Information | (7)Segment Information Summarized financial information for the Companys segments is shown in the following tables. As of and for the three-month period ended September30, 2009 (in millions): Financial Payment International Corporate Solutions Solutions Solutions and Other Total Processing and services revenues $ 278.2 $ 369.5 $ 203.5 $ (0.5 ) $ 850.7 Operating expenses 179.6 271.8 176.9 86.7 715.0 Operating income $ 98.6 $ 97.7 $ 26.6 $ (87.2 ) 135.7 Other income (expense)unallocated (30.4 ) Earnings from continuing operations $ 105.3 Depreciation and amortization $ 28.0 $ 10.6 $ 16.3 $ 39.4 $ 94.3 Capital expenditures $ 18.3 $ 6.3 $ 18.0 $ 6.8 $ 49.4 Total assets $ 2,873.8 $ 2,131.4 $ 1,494.6 $ 872.2 $ 7,372.0 Goodwill $ 2,096.2 $ 1,676.9 $ 432.6 $ $ 4,205.7 As of and for the three-month period ended September30, 2008 (in millions): Financial Payment International Corporate Solutions Solutions Solutions and Other Total Processing and services revenues $ 300.2 $ 389.1 $ 195.4 $ (0.7 ) $ 884.0 Operating expenses 199.9 295.2 183.1 86.0 764.2 Operating income $ 100.3 $ 93.9 $ 12.3 $ (86.7 ) 119.8 Other income (expense)unallocated (46.8 ) Earnings from continuing operations $ 73.0 Depreciation and amortization $ 28.5 $ 11.4 $ 15.0 $ 45.0 $ 99.9 Capital expenditures $ 20.1 $ 8.2 $ 14.3 $ 5.6 $ 48.2 Total assets $ 2,907.0 $ 2,099.4 $ 1,197.7 $ 1,174.2 $ 7,378.3 Goodwill $ 2,109.0 $ 1,684.1 $ 426.1 $ $ 4,219.2 As of and for the nine-month period ended September30, 2009 (in millions): Financial Payment International Corporate Solutions Solutions Solutions and Other Total Processing and services revenues $ 826.5 $ 1,114.2 $ 544.2 $ (1.6 ) $ 2,483.3 Operating expenses 563.6 838.0 492.5 254.2 2,148.3 Operating income $ 262.9 $ 276.2 $ 51.7 $ (255.8 ) 335.0 Other income (expense)unallocated (86.2 ) |
Subsequent Events
Subsequent Events | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Subsequent Events [Abstract] | |
Subsequent Events | (8)Subsequent Events The Company has evaluated transactions, events and circumstances for consideration of recognition or disclosure through November5, 2009, the date these interim financial statements were issued, and has reflected or disclosed those items within the Condensed Consolidated Financial Statements as deemed appropriate. Metavante Merger On October1, 2009, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of March31, 2009, by and among FIS, Merger Sub, and Metavante, Metavante merged with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly owned subsidiary of FIS in a tax-free reorganization. As a result of the Merger, each outstanding share of Metavante common stock was converted into the right to receive 1.35 shares (the Exchange Ratio) or approximately 164.1million shares of FIS common stock . In addition, outstanding Metavante stock options and other stock-based awards (other than performance shares) converted into stock options and other stock-based awards with respect to shares of FIS common stock, with adjustments in the number of shares and exercise price (in the case of stock options) to reflect the Exchange Ratio. Each outstanding Metavante performance share was assumed by FIS and converted into the right to receive restricted shares of FIS common stock (with adjustments to reflect the Exchange Ratio) and an amount in cash. Metavantes wholly owned operating subsidiary, Metavante Corporation (Metavante Corp), delivers banking and payments technologies to approximately 8,000 financial services firms and businesses worldwide. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic presentment and payment transactions, outsourcing, and payment network solutions including the NYCE Payment Network, an ATM/PIN debit network. The combined company is positioned to provide a comprehensive range of integrated solutions to its customers, and has greater geographic reach than any other provider in the industry, which will enhance service to the combined companys customers. The following pro forma information presents the results as though FIS and Metavante had combined at the beginning of each respective annual reporting period (in millions): Three-month periods ended Nine-month periods ended September 30, September 30, 2009 2008 2009 2008 Pro forma processing and services revenues $ 1,255.6 $ 1,287.9 $ 3,715.3 $ 3,796.3 Pro forma net earnings 80.4 48.4 204.4 203.4 These are preliminary estimates and are subject to adjustment as the Company completes its valuation process. In connection with the merger, the vesting of certain stock-based awards granted under the existing FIS stock award plans accelerated pursuant to the terms applicable to those grants. The charge to compensation expense relating to those grants is approximately $30.0million and will be recorded in the 2009 fourth quart |