Document and Company Informatio
Document and Company Information (USD $) | |||
12 Months Ended
Dec. 31, 2009 | Jan. 31, 2010
| Jun. 30, 2009
| |
Document and Company Information [Abstract] | |||
Entity Registrant Name | Fidelity National Information Services, Inc. | ||
Entity Central Index Key | 0001136893 | ||
Document Type | 10-K | ||
Document Period End Date | 2009-12-31 | ||
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 | $3,661,517,270 | ||
Entity Common Stock, Shares Outstanding | 374,923,337 |
Consolidated Balance Sheets
Consolidated Balance Sheets (USD $) | ||
In Millions | Dec. 31, 2009
| Dec. 31, 2008
|
Current assets: | ||
Cash and cash equivalents | 430.9 | 220.9 |
Settlement deposits | 50.8 | 31.4 |
Trade receivables, net | 765.4 | 513 |
Settlement receivables | 62.5 | 52.1 |
Other receivables | 30.9 | 121.1 |
Receivable from related parties | 32 | 35.2 |
Prepaid expenses and other current assets | 141.2 | 115.1 |
Deferred income taxes | 80.9 | 77.4 |
Assets held for sale | 71.5 | |
Total current assets | 1666.1 | 1166.2 |
Property and equipment, net | 375.9 | 272.6 |
Goodwill | 8232.9 | 4,194 |
Intangible assets, net | 2396.8 | 924.3 |
Computer software, net | 932.7 | 617 |
Deferred contract costs | 261.4 | 241.2 |
Long term note receivable from FNF | 5.5 | |
Other noncurrent assets | 131.8 | 79.6 |
Total assets | 13997.6 | 7500.4 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 523.2 | 386.2 |
Due to Brazilian venture partners | 73 | 58.6 |
Settlement payables | 122.3 | 83.3 |
Current portion of long-term debt | 236.7 | 105.5 |
Deferred revenues | 279.5 | 182.9 |
Total current liabilities | 1234.7 | 816.5 |
Deferred revenues | 104.8 | 86.7 |
Deferred income taxes | 915.9 | 332.7 |
Long-term debt, excluding current portion | 3016.6 | 2,409 |
Other long-term liabilities | 207 | 158.5 |
Total liabilities | 5,479 | 3803.4 |
FIS stockholders' equity: | ||
Common stock $0.01 par value; 600.0 shares authorized, 381.1 and 200.2 shares issued at December 31, 2009 and 2008, respectively | 3.8 | 2 |
Additional paid in capital | 7345.1 | 2959.8 |
Retained earnings | 1134.6 | 1076.1 |
Accumulated other comprehensive earnings (loss) | 82.2 | -102.3 |
Treasury stock, $0.01 par value, 6.6 million and 9.3 shares at December 31, 2009 and 2008, respectively | -256.8 | -402.8 |
Total FIS stockholders' equity | 8308.9 | 3532.8 |
Noncontrolling interest | 209.7 | 164.2 |
Total equity | 8518.6 | 3,697 |
Total liabilities and equity | 13997.6 | 7500.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | ||
Share data in Millions | Dec. 31, 2009
| Dec. 31, 2008
|
FIS stockholders' equity: | ||
Preferred stock, par value | 0.01 | 0.01 |
Preferred stock, shares authorized | 200 | 200 |
Common stock, par value | 0.01 | 0.01 |
Common stock, shares authorized | 600 | 600 |
Common stock, shares issued | 381.1 | 200.2 |
Treasury stock, par value | 0.01 | 0.01 |
Treasury stock, shares | 6.6 | 9.3 |
Consolidated Statements of Earn
Consolidated Statements of Earnings (USD $) | |||
In Millions, except Per Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Statements of Earnings [Abstract] | |||
Processing and services revenues (for related party activity see note 5) | 3769.5 | 3427.7 | 2892.9 |
Cost of revenues (for related party activity see note 5) | 2800.6 | 2689.3 | 2315.3 |
Gross profit | 968.9 | 738.4 | 577.6 |
Selling, general, and administrative expenses (for related party activity see note 5) | 554.1 | 388.6 | 302.5 |
Impairment charges | 136.9 | 26 | 13.5 |
Operating income | 277.9 | 323.8 | 261.6 |
Other income (expense): | |||
Interest income | 3.4 | 6.3 | 3 |
Interest expense | (134) | -163.5 | -190.2 |
Gain on sale of investment in Covansys | 274.5 | ||
Other income, net | 8.7 | 1.5 | 14.8 |
Total other income (expense) | -121.9 | -155.7 | 102.1 |
Earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated entities | 156 | 168.1 | 363.7 |
Provision for income taxes | 52.1 | 53.3 | 128.4 |
Equity in earnings (losses) of unconsolidated entities | -0.2 | 2.8 | |
Earnings from continuing operations, net of tax | 103.9 | 114.6 | 238.1 |
Earnings from discontinued operations, net of tax | 4.6 | 104.9 | 323 |
Net earnings | 108.5 | 219.5 | 561.1 |
Net (earnings) loss attributable to noncontrolling interest | -2.6 | -4.7 | 0.1 |
Net earnings attributable to FIS | 105.9 | 214.8 | 561.2 |
Net earnings per share - basic from continuing operations attributable to FIS common stockholders | 0.43 | 0.58 | 1.23 |
Net earnings per share - basic from discontinued operations attributable to FIS common stockholders | 0.02 | 0.54 | 1.68 |
Net earnings per share - basic attributable to FIS common stockholders | 0.45 | 1.12 | 2.91 |
Weighted average shares outstanding - basic | 236.4 | 191.6 | 193.1 |
Net earnings per share - diluted from continuing operations attributable to FIS common stockholders | 0.42 | 0.57 | 1.21 |
Net earnings per share - diluted from discontinued operations attributable to FIS common stockholders | 0.02 | 0.54 | 1.65 |
Net earnings per share - diluted attributable to FIS common stockholders | 0.44 | 1.11 | 2.86 |
Weighted average shares outstanding - diluted | 239.4 | 193.5 | 196.5 |
Amounts attributable to FIS common stockholders: | |||
Earnings from continuing operations, net of tax | 101.3 | 110.5 | 237.2 |
Earnings from discontinued operations, net of tax | 4.6 | 104.3 | 324 |
Net earnings attributable to FIS | 105.9 | 214.8 | 561.2 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Comprehensive Earnings (USD $) | ||||
In Millions | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 | Dec. 31, 2006
|
Beginning Balance | $3,697 | 3795.4 | 3155.7 | |
Effect of fair valuing stock options assumed in the eFunds acquisition | 37.7 | |||
Espiel, Inc. acquisition | 6 | |||
LPS spin-off | (105) | |||
Shares issued Metavante acquisition | 4183.5 | |||
Issuance of restricted stock | 4.3 | |||
Shares issued to FNF and THL | 241.7 | |||
Noncontrolling interest assumed through Metavante acquisition | 23.4 | |||
Noncontrolling Interest Acquisition | 23.4 | |||
Exercise of stock options | 49.3 | 19.2 | 57.7 | |
Shares held for taxes | (25) | |||
Tax benefit associated with exercise of stock options | 2.8 | 47.5 | ||
Stock-based compensation | 71 | 60.7 | 39 | |
Cash dividends declared & other ($0.20 per share in the year 2007, 2008 & 2009 respectively) | -49.7 | -38.2 | -38.7 | |
Purchases of treasury stock | -236.1 | -80.3 | ||
Brazilian card processing venture | 10.7 | 153.3 | ||
Other | -16.1 | 1.3 | ||
Comprehensive earnings: | ||||
Net earnings | 108.5 | 219.5 | 561.1 | |
Other comprehensive earnings, net of tax: | ||||
Pension liability adjustment | -0.2 | (4) | -2.2 | |
Unrealized gain on Covansys warrants, net of tax | 7.6 | |||
Reclassification adjustments for realized losses on Covansys warrants included in net earnings, net of tax | -14.3 | |||
Unrealized gain (loss) on investments and derivatives, net | 47.6 | -27.9 | -28.6 | |
Unrealized gain (loss) on foreign currency translation | 153.7 | -123.8 | 45.9 | |
Ending Balance | 8518.6 | 3,697 | 3795.4 | 3155.7 |
Common Shares | ||||
Beginning Balance | 2 | 2 | 2 | |
Shares, Beginning Balance | 200.2 | 199 | 197.4 | |
Espiel, Inc. acquisition, shares | 0.1 | |||
Shares issued Metavante acquisition | 1.6 | |||
Shares issued Metavante acquisition, shares | 163.6 | |||
Issuance of restricted stock, shares | 1.2 | 1.2 | ||
Shares issued to FNF and THL | 0.2 | |||
Shares issued to FNF and THL, shares | 16.1 | |||
Exercise of stock options, shares | 1.5 | |||
Other comprehensive earnings, net of tax: | ||||
Ending Balance | 3.8 | 2 | 2 | 2 |
Shares, Ending Balance | 381.1 | 200.2 | 199 | 197.4 |
Noncontrolling Interest | ||||
Beginning Balance | 164.2 | 14.2 | 13 | |
Noncontrolling interest assumed through Metavante acquisition | 23.4 | |||
Noncontrolling Interest Acquisition | 23.4 | |||
Cash dividends declared & other ($0.20 per share in the year 2007, 2008 & 2009 respectively) | -2.3 | |||
Brazilian card processing venture | 5.2 | 153.3 | ||
Other | (8) | 1.3 | ||
Comprehensive earnings: | ||||
Net earnings | 2.6 | 4.7 | -0.1 | |
Other comprehensive earnings, net of tax: | ||||
Unrealized gain (loss) on foreign currency translation | 16.6 | |||
Ending Balance | 209.7 | 164.2 | 14.2 | 13 |
Additional Paid In Capital | ||||
Beginning Balance | 2959.8 | 3038.2 | 2879.2 | |
Effect of fair valuing stock options assumed in the eFunds acquisition | 37.7 | |||
Espiel, Inc. acquisition | 6 | |||
LPS spin-off | (105) | |||
Shares issued Metavante acquisition | 4181.9 | |||
Issuance of restricted stock | 4.3 | |||
Shares issued to FNF and THL | 241.5 | |||
Exercise of stock options | -121.7 | (26) | 28.8 | |
Tax benefit associated with exercise of stock options | 2.8 | 47.5 | ||
Stock-based compensation | 71 | 60.7 | 39 | |
Brazilian card processing venture | 5.5 | |||
Other | -8.1 | |||
Other comprehensive earnings, net of tax: | ||||
Ending Balance | 7345.1 | 2959.8 | 3038.2 | 2879.2 |
Treasury Shares | ||||
Beginning Balance | -402.8 | -211.9 | -160.5 | |
Shares, Beginning Balance | -9.3 | -4.3 | -6.4 | |
Exercise of stock options | 171 | 45.2 | 28.9 | |
Exercise of stock options, shares | 3.7 | 1.1 | 3.7 | |
Shares held for taxes | (25) | |||
Shares held for taxes, shares | (1) | |||
Purchases of treasury stock | -236.1 | -80.3 | ||
Purchases of treasury stock, shares | -6.1 | -1.6 | ||
Other comprehensive earnings, net of tax: | ||||
Ending Balance | -256.8 | -402.8 | -211.9 | -160.5 |
Shares, Ending Balance | -6.6 | -9.3 | -4.3 | -6.4 |
Retained Earnings | ||||
Beginning Balance | 1076.1 | 899.5 | 377 | |
Cash dividends declared & other ($0.20 per share in the year 2007, 2008 & 2009 respectively) | -47.4 | -38.2 | -38.7 | |
Comprehensive earnings: | ||||
Net earnings | 105.9 | 214.8 | 561.2 | |
Other comprehensive earnings, net of tax: | ||||
Ending Balance | 1134.6 | 1076.1 | 899.5 | 377 |
Accumulated Other Comprehensive Earnings (Loss) | ||||
Beginning Balance | -102.3 | 53.4 | 45 | |
Other comprehensive earnings, net of tax: | ||||
Pension liability adjustment | -0.2 | (4) | -2.2 | |
Unrealized gain on Covansys warrants, net of tax | 7.6 | |||
Reclassification adjustments for realized losses on Covansys warrants included in net earnings, net of tax | -14.3 | |||
Unrealized gain (loss) on investments and derivatives, net | 47.6 | -27.9 | -28.6 | |
Unrealized gain (loss) on foreign currency translation | 137.1 | -123.8 | 45.9 | |
Ending Balance | 82.2 | -102.3 | 53.4 | 45 |
Comprehensive Earnings | ||||
Brazilian card processing venture | 10.7 | |||
Comprehensive earnings: | ||||
Net earnings | 108.5 | 219.5 | 561.1 | |
Other comprehensive earnings, net of tax: | ||||
Pension liability adjustment | -0.2 | (4) | -2.2 | |
Unrealized gain on Covansys warrants, net of tax | 7.6 | |||
Reclassification adjustments for realized losses on Covansys warrants included in net earnings, net of tax | -14.3 | |||
Unrealized gain (loss) on investments and derivatives, net | 47.6 | -27.9 | -28.6 | |
Unrealized gain (loss) on foreign currency translation | 153.7 | -123.8 | 45.9 | |
Comprehensive earnings | 320.3 | 63.8 | 569.5 |
1_Consolidated Statements of Eq
Consolidated Statements of Equity and Comprehensive Earnings (Parenthetical) (USD $) | |||
12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 | |
Cash dividends declared | 0.2 | 0.2 | 0.2 |
Noncontrolling Interest | |||
Cash dividends declared | 0.2 | ||
Retained Earnings | |||
Cash dividends declared | 0.2 | 0.2 | 0.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (USD $) | |||
In Millions | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Cash flows from operating activities: | |||
Net earnings | 108.5 | 219.5 | 561.1 |
Adjustment to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 434 | 439.4 | 483.3 |
Amortization of debt issue costs | 5 | 16.8 | 30.6 |
Asset impairment charges | 136.9 | 26 | 13.5 |
Gain on sale of Covansys stock | -274.5 | ||
Gain on sale of Property Insight | -66.9 | ||
(Gain) loss on sale of other assets | 8 | 33.6 | -4.8 |
Gain on pension settlement | -12.1 | ||
Stock-based compensation | 71 | 60.7 | 39 |
Deferred income taxes | 26.4 | 35.6 | 17.9 |
Tax benefit associated with exercise of stock options | -2.8 | -47.5 | |
Equity in (earnings) losses of unconsolidated entities | 2.3 | -0.9 | |
Changes in assets and liabilities, net of effects from acquisitions and foreign currency: | |||
Net decrease (increase) in trade receivables | 92.7 | -39.1 | -161.6 |
Net decrease (increase) in settlement receivables | 5.3 | 8.1 | -8.3 |
Net decrease (increase) in prepaid expenses and other assets | 30.7 | -12.7 | -70.1 |
Net increase in deferred contract costs | -58.7 | -62.1 | -57.9 |
Net increase (decrease) in deferred revenue | 50.3 | 9.6 | -11.5 |
Net increase (decrease) in accounts payable, accrued liabilities, and other liabilities | -193.2 | -141.3 | 34.2 |
Net cash provided by operating activities | 714.1 | 596.4 | 463.5 |
Cash flows from investing activities: | |||
Additions to property and equipment | -52.5 | -76.7 | -113.8 |
Additions to capitalized software | (160) | -178.7 | -229.5 |
Collection of FNF note | 5.9 | ||
Proceeds from sale of Covansys stock | 430.2 | ||
Investment in Brazilian card processing venture | -25.7 | ||
Net proceeds from sale of company assets | 19.5 | 32.6 | 96.2 |
Acquisitions, net of cash acquired | 435.9 | -19.9 | (1,729) |
Other investing activities | -4.7 | ||
Net cash provided by (used in) investing activities | 248.8 | -273.1 | -1545.9 |
Cash flows from financing activities: | |||
Borrowings | 4,619 | 5,160 | 4300.3 |
Debt service payments | -5606.1 | -5337.3 | -3032.7 |
Capitalized debt issuance costs | (2) | -29.4 | |
Stock issued under investment agreement for Metavante acquisition | 241.7 | ||
Tax benefit associated with exercise of stock options | 2.8 | 47.5 | |
Exercise of stock options | 24.3 | 19.2 | 57.7 |
Treasury stock purchases | -236.1 | -80.3 | |
Dividends paid | -49.7 | -38.2 | -38.7 |
Cash transferred in LPS spin-off | -20.8 | ||
Noncontrolling interest contribution to Brazilian card processing venture | 14.8 | ||
Net cash provided by (used in) financing activities | (770) | -438.4 | 1224.4 |
Effect of foreign currency exchange rates on cash | 17.1 | -19.3 | 1.5 |
Net increase (decrease) in cash and cash equivalents | 210 | -134.4 | 143.5 |
Cash and cash equivalents, beginning of year | 220.9 | 355.3 | 211.8 |
Cash and cash equivalents, end of year | 430.9 | 220.9 | 355.3 |
Cash paid for interest | 155.1 | 197.5 | 201.3 |
Cash paid for taxes | 133.3 | 57.4 | 282.6 |
Noncash distribution of net assets of LPS | 84.2 | ||
Retirement of Term Loan B in connection with LPS spin-off | $1,585 |
Basis of Presentation
Basis of Presentation | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Basis of Presentation [Abstract] | |
Basis of Presentation | (1) Basis of Presentation FIS is a leading global provider of banking and payments technology solutions, processing services and information-based services. On February1, 2006, the Company completed a merger with Certegy (the Certegy Merger) which was accounted for as a reverse acquisition and purchase accounting was applied to the acquired assets and assumed liabilities of Certegy. In form, Certegy was the legal acquirer in the Certegy Merger and the continuing registrant for Securities and Exchange Commission (the SEC) reporting purposes. However, due to the majority ownership in the combined entity held by FIS shareholders, FIS was designated the acquirer for accounting purposes and, effective on the Certegy Merger date, the historical financial statements of FIS became the historical financial statements of the continuing registrant for all periods prior to the Certegy Merger. Immediately after the Certegy Merger, the name of the SEC registrant was changed to Fidelity National Information Services, Inc. Subsequent to the LPS spin-off, we began reporting the results of our operations in four new reporting segments: 1)Financial Solutions Group (FSG), 2)Payment Solutions Group (PSG), 3)International Solutions Group (ISG) and 4)Corporate and Other. All prior periods presented have been conformed to reflect the segment changes. |
Combination with Old FNF
Combination with Old FNF | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Combination With Old FNF [Abstract] | |
Combination with Old FNF | (2) Combination with Old FNF On June25, 2006, the Company entered into an agreement and plan of merger (the FNF Merger Agreement) with Old FNF (amended September18, 2006) (the FNF Merger). The FNF Merger was one step in a plan that eliminated Old FNFs holding company structure and majority ownership of FIS. Prior to the FNF Merger, substantially all of the remaining assets and liabilities of Old FNF other than its ownership interest in FIS were transferred to its subsidiary, Fidelity National TitleGroup, Inc. (FNT). Pursuant to the FNF Merger Agreement, on November9, 2006, Old FNF merged with and into FIS, with FIS continuing as the surviving corporation. In consideration for the FNF Merger, Old FNF stockholders received an aggregate of 96.5million shares of FIS stock for their Old FNF shares. In addition, FIS issued options to purchase FIS common stock and shares of FIS restricted stock in exchange for certain Old FNF options and restricted stock outstanding at the time of the FNF Merger. After the completion of all of the transactions, FNT was renamed Fidelity National Financial, Inc. (FNF) and now trades under the symbol FNF. Old FNF Chairman and CEO William P. Foley,II, assumed a similar position in FNF and now serves as its Chairman and as Executive Chairman of FIS, and other key members of Old FNF senior management continued their involvement in both FNF and FIS in executive capacities. U.S.generally accepted accounting principles require that one of the two parties to the FNF Merger be designated as the acquirer for accounting purposes. However, if a transaction lacks substance, it is not a purchase event and should be accounted for based on existing carrying amounts. In the FNF Merger, the minority interest of FIS has not changed and the only assets and liabilities of the combined entity after the exchange are those of FIS prior to the exchange. Because a change in ownership of the minority interest did not take place, the FNF Merger has been accounted for based on the carrying amounts of FIS assets and liabilities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (3) Summary of Significant Accounting Policies The following describes the significant accounting policies of the Company which have been followed in preparing the accompanying Consolidated Financial Statements. (a) Principles of Consolidation The Consolidated Financial Statements include the accounts of FIS, its wholly-owned subsidiaries, and subsidiaries that are majority owned and/or over which it exercises substantive control. Investments in unconsolidated affiliates, in which FIS has 20 percent to 50percent of ownership interest and has the ability to exercise significant influence, but not substantive control, over the affiliates operating and financial policies, are accounted for using the equity method of accounting. All significant intercompany profits, transactions and balances have been eliminated in consolidation. (b) Cash and Cash Equivalents The Company considers all cash on hand, money market funds and other highly liquid investments with original maturities of three months or less to be cash and cash equivalents. As part of the Companys payment processing business, the Company provides cash settlement services to financial institutions and state and local governments. These services involve the movement of funds between the various parties associated with ATM, point-of-sale or electronic benefit transactions (EBT) and this activity results in a balance due to the Company at the end of each business day that it recoups over the next few business days. The in-transit balances due the Company are included in cash and cash equivalents. The carrying amounts reported in the consolidated balance sheets for these instruments approximate their fair value. At December31, 2009, we had cash and cash equivalents of $430.9million of which approximately $195.4million is held by our operations in foreign jurisdictions. (c) Fair Value Measurements Fair Value of Financial Instruments The carrying amounts reported in the Consolidated Balance Sheets for receivables and accounts payable approximate their fair values because of their immediate or short-term maturities. The fair value of the Companys long-term debt is estimated to be approximately $126.0million and $502.0million lower than the carrying value as of December31, 2009 and 2008, respectively. These estimates are based on values of trades of our debt in close proximity to year end, which are considered Level2-type measurements as discussed below. 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. The Company holds, or has held, certain derivative instruments, specifically interest rate swaps and warrants relating to certain subsidiaries. As discussed in Note14, interest rate swaps were valued using Level2-type measurements. Fair Value Hierarchy The authoritative accounting literature defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy based on the |
Discontinued Operations
Discontinued Operations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Discontinued Operations [Abstract] | |
Discontinued Operations | (4) Discontinued Operations During 2009 and 2008, certain operations are reported as discontinued in the Consolidated Statements of Earnings for the years ended December31, 2009, 2008 and 2007. Interest is allocated to discontinued operations based on debt to be retired and debt specifically identified as related to the respective discontinued operation. ClearPar On October30, 2009, we entered into a definitive agreement to sell ClearPar because its operations did not align with our strategic plans. The net assets were classified as held for sale at December31, 2009, and the transaction was closed on January1, 2010. We received proceeds of $71.5million, realizing a pretax gain on sale of $5.7million and an after tax loss of ($9.8)million resulting from permanent tax differences associated with the allocation of goodwill. ClearPar had revenues of $20.8million, $18.3million and $28.1million during the years ended December31, 2009, 2008 and 2007, respectively. ClearPar had earnings before taxes of $12.2million, $11.1million and $20.3million during the years ended December31, 2009, 2008 and 2007, respectively. 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 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 Lender Processing Services segment of FIS are reflected as discontinued operations in the Consolidated Statements of Earnings for the years ended December31, 2008 and 2007. The Lender Processing Services segment had revenues of $913.1million and $1,686.6million for the period from January1, 2008 through July2, 2008 and for the year ended December31, 2007, respectively. The Lender Processing Services segment had earnings before taxes of $188.4million and $412.3million for the period from January1, 2008 through July2, 2008 and for the year ended December31, 2007, respectively. The following table summarizes the major categories of LPS assets and liabilities disposed of in the July2, 2008 spin-off: Assets: Total current assets $ 379.3 Goodwill, net 1,084.6 Other intangible assets, net 103.3 Other non-current assets 356.8 Liabilities: Other current liabilities $ 190.7 Long-term debt 1,585.2 Other long-term liabilities 52.9 Minority interest 10.8 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 $27.6million and $29.1million during the years ended December31, 2008 and 2007, respec |
Related Party Transactions
Related Party Transactions | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (5) Related Party Transactions We are party to certain related party agreements described below. A detail of related party items included in revenues for the years ended December31, 2009, 2008 and 2007 is as follows (in millions): 2009 2008 2007 Banco Santander item processing revenue $ 44.2 $ 50.1 $ 50.0 Banco Bradesco item processing revenue 14.5 16.6 14.1 Banco Santander Brazilian venture revenue 64.0 45.1 6.9 Banco Bradesco Brazilian venture revenue 97.3 76.2 39.6 FNF data processing services revenue 49.9 42.5 46.6 Sedgwick data processing services revenue 40.0 39.3 37.8 Ceridian data processing services revenue 1.0 LPS services revenue 0.7 0.3 Total related party revenues $ 311.6 $ 270.1 $ 195.0 See Notes7 and 20 for a discussion of the Brazilian outsourced card-processing venture with Banco Santander and Banco Bradesco. A detail of related party items included in operating expenses (net of expense reimbursements) for the years ended December31, 2009, 2008 and 2007 is as follows (in millions): 2009 2008 2007 Equipment and real estate leasing with FNF and LPS $ 16.0 $ 19.3 $ 6.8 Administrative corporate support and other services with FNF and LPS 12.7 11.6 8.5 Total expenses $ 28.7 $ 30.9 $ 15.3 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). During the 2009 third quarter, FNF entered into a transaction that triggered the repayment of the $5.9million note payable to FIS. We recorded interest income related to this note of approximately $0.1million, $0.3million and $0.1million for the years ended December31, 2009 and 2008 and the period from October1, 2007 through December31, 2007, respectively. Historically, FNF has provided to us, and to a lesser extent we have provided to FNF, certain administrative support services relating to general management and administration. The pricing for these services, both to and from FNF, is at cost. We also incurred expenses for amounts paid by us to FNF under leases of certain personal property and technology equipment. FNF and THL Investment On October1, 2009, pursuant to an investment agreement with Thomas H. Lee Partners, L.P. (THL) and FNF dated as of March31, 2009, FIS issued and sold (a)to THL in a private placement 12.9million share |
Acquisitions and Dispositions
Acquisitions and Dispositions | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | (6) Acquisitions and Dispositions The results of operations and financial position of the entities acquired during the years ended December31, 2009, 2008, and 2007 are included in the Consolidated Financial Statements from and after the date of acquisition. There were no significant acquisitions in 2008. 2009 Significant Acquisition Metavante On October1, 2009, we completed the acquisition of Metavante (the Metavante Acquisition). Metavante expands the scale of FIS core processing and payment capabilities, adds trust and wealth management services and includes the NYCE Network, a leading national EFT network. In addition, Metavante adds significant scale to treasury and cash management offerings and provides an entry into the emerging markets of healthcare and government payments. Pursuant to the Agreement and Plan of Merger (the Metavante Merger Agreement) dated as of March31, 2009, Metavante became a wholly-owned subsidiary of FIS. Each issued and outstanding share of Metavante common stock, par value $0.01 per share, was converted into 1.35shares of FIS common stock. In addition, outstanding Metavante stock options and other stock-based awards converted into comparable FIS stock options and other stock-based awards at the same conversion ratio. The total purchase price was as follows (in millions): Value of Metavante common stock $ 4,066.4 Value of Metavante stock awards 121.4 Total purchase price $ 4,187.8 We have recorded a preliminary allocation of the purchase price to Metavante tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of October1, 2009. Goodwill has been recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired. The preliminary purchase price allocation is as follows (in millions): Cash $ 439.7 Trade and other receivables 237.9 Land, buildings, and equipment 119.8 Other assets 144.4 Computer software 287.7 Intangible assets 1,572.0 Goodwill 4,083.1 Liabilities assumed (2,673.4 ) Noncontrolling interest (23.4 ) Total purchase price $ 4,187.8 The preliminary allocation of the purchase price to intangible assets, including computer software and customer relationships, is based on valuations performed to determine the fair value of such assets as of the merger date. The Company is still assessing the economic characteristics of certain software projects and customer relationships. The Company expects to substantially complete this assessment during the first quarter of 2010 and may adjust the amounts recorded as of December31, 2009 to reflect any revised evaluations. Land and building valuations are based upon appraisals performed by certified property appraisers. The following table summarizes the liabilities assumed in the Metavante Acquisition (in millions): Long-term debt including current portion |
Brazilian Venture
Brazilian Venture | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Brazilian Venture [Abstract] | |
Brazilian Venture | (7) Brazilian Venture 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 contract intangible asset of $224.2million and a liability for amounts payable to the banks upon final migration of their respective card portfolios and achieving targeted volumes (the Brazilian Venture Notes). This related party payable was $73.0million and $58.6million at December31, 2009 and 2008, respectively. During 2009, after a downstream merger of legal entities in Brazil that pushed tax deductible goodwill into the venture, we determined that the contract intangible asset established in 2008 created a deferred tax liability of $73.2million due to a tax basis lower than the book value recorded. Furthermore, the tax deductible goodwill within the venture should have had the impact of increasing the enterprise valuation used to determine the fair value of the acquired contracts. The impact of these two items increased the amount that should have been recorded for the contract intangible by a total of $83.8million. The deferred tax liability and the contract intangible balances were adjusted by these amounts as of December31, 2009. The incremental value assigned to the intangible asset will result in additional amortization, to be recorded as a reduction in revenue. The impact to previously issued Consolidated Statements of Earnings was insignificant and there is no impact of this correction on the Consolidated Statements of Cash Flows. Through December31, 2008, we contributed approximately $93.8million of development costs to the venture based on exchange rates as of December31, 2008. Development costs in excess of Real 79.0million ($33.8million) are to be contractually shared by the parties: 75% by us and 25% by the banks. During the fourth quarter of 2008, the banks contributed $14.7million representing their 25% share. During 2009, the venture incurred an additional $46.1million of development costs that were funded from operating cash flows and local borrowings. See Note20 for additional information. |
Property and Equipment
Property and Equipment | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Property and Equipment [Abstract] | |
Property and Equipment | (8) Property and Equipment Property and equipment as of December31, 2009 and 2008 consists of the following (in millions): 2009 2008 Land $ 28.2 $ 23.9 Buildings 134.7 87.1 Leasehold improvements 72.0 59.0 Computer equipment 339.3 266.7 Furniture, fixtures, and other equipment 123.4 80.3 697.6 517.0 Accumulated depreciation and amortization (321.7 ) (244.4 ) $ 375.9 $ 272.6 Depreciation and amortization expense on property and equipment amounted to $81.3million, $88.4million and $115.6million for the years ended December31, 2009, 2008 and 2007, respectively. Included in discontinued operations in the Consolidated Statements of Earnings was depreciation and amortization expense on property and equipment of $0.3million, $8.7million and $24.8million for the years ended December31, 2009, 2008 and 2007, respectively. |
Goodwill
Goodwill | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Goodwill [Abstract] | |
Goodwill | (9) Goodwill Changes in goodwill, net of purchase accounting adjustments, during the years ended December31, 2009 and 2008 are summarized as follows (in millions): Discontinued FSG PSG ISG Operations Total Balance, December31, 2007 $ 2,106.7 $ 1,682.4 $ 425.6 $ 1,112.1 $ 5,326.8 Goodwill distributed through the sale of non-strategic businesses (27.5 ) (27.5 ) Goodwill distributed through spin-off of LPS segment (1,084.6 ) (1,084.6 ) Purchase price and foreign currency adjustments (10.3 ) (8.3 ) (2.1 ) (20.7 ) Balance, December31, 2008 $ 2,096.4 $ 1,674.1 $ 423.5 $ $ 4,194.0 Goodwill distributed through the sale of non-strategic businesses (51.3 ) (51.3 ) Goodwill acquired during 2009 1,694.4 2,355.7 33.0 4,083.1 Purchase price and foreign currency adjustments (1.1 ) (0.4 ) 8.6 7.1 Balance, December31, 2009 $ 3,738.4 $ 4,029.4 $ 465.1 $ $ 8,232.9 |
Intangible Assets
Intangible Assets | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Intangible Assets [Abstract] | |
Intangible Assets | (10) Intangible Assets Customer relationships intangible assets are generally obtained as part of acquired businesses and are amortized over their estimated useful lives, generally 5 to 10years using accelerated methods. Trademarks determined to have indefinite lives are not amortized. Certain other trademarks are amortized over periods ranging up to fifteen years. As of December31, 2009 and 2008, trademarks carried at $49.1million and $152.0million, respectively, were classified as indefinite lived. Intangible assets, as of December31, 2009, consisted of the following (in millions): Accumulated Cost Amortization Net Customer relationships $ 2,942.3 $ 638.7 $ 2,303.6 Trademarks 99.2 6.0 93.2 $ 3,041.5 $ 644.7 $ 2,396.8 Intangible assets, as of December31, 2008, consisted of the following (in millions): Accumulated Cost Amortization Net Customer relationships $ 1,233.6 $ 499.3 $ 734.3 Trademarks 190.0 190.0 $ 1,423.6 $ 499.3 $ 924.3 Amortization expense for intangible assets with definite lives was $153.4million, $161.4million and $168.7million for the years ended December31, 2009, 2008 and 2007 respectively. Included in discontinued operations in the Consolidated Statements of Earnings was amortization expense on intangible assets of $19.0million and $44.4million for the years ended December31, 2008 and 2007, respectively. The Company introduced a new brand identity in conjunction with the October1, 2009 Metavante acquisition, giving rise to a pre-tax impairment charge of $124.0million to certain previously acquired trademarks. During the year ended December31, 2008, we recorded a pre-tax impairment charge of $52.0million to reduce the carrying value of a trademark related to the Companys retail check business to its estimated fair value, due to declining check volumes and the sale of our Australian check business. We estimated the fair value of the check trademark by utilizing a relief from royalty methodology. Under this method, we estimate the amount of cash flows that, without owning the trademark, we would have had to pay to license the trademark. These estimated cash flows were then discounted to determine the fair value. Additionally, the trademark, previously accounted for as an indefinite lived intangible asset, was determined to no longer be indefinite and has an estimated useful life of 15years and is being amortized straight line over its remaining life. Approximately $26.0million of this charge is included in cost of revenues in our Consolidated Statements of Earnings and was recorded in the Corporate and Other segment and $26.0million (approximately $17.7million net of tax) is included in discontinued operations in our Consolidated |
Computer Software
Computer Software | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Computer Software [Abstract] | |
Computer Software | (11) Computer Software Computer software as of December31, 2009 and 2008 consisted of the following (in millions): 2009 2008 Software from business acquisitions $ 646.7 $ 368.6 Capitalized software development costs 662.6 529.5 Purchased software 72.3 64.6 Computer software 1,381.6 962.7 Accumulated amortization (448.9 ) (345.7 ) Computer software, net of accumulated amortization $ 932.7 $ 617.0 Amortization expense for computer software was $149.8million, $149.9million and $164.3million for the years ended December31, 2009, 2008 and 2007, respectively. Included in discontinued operations in the Consolidated Statements of Earnings was amortization expense on computer software of $14.8million and $32.5million for the years ended December31, 2008 and 2007, respectively. During the year ended December31, 2009, we recorded a $12.9million charge to write-off the carrying value of impaired software resulting from the rationalization of FIS and Metavante product lines. Of this total, $6.8million related to FSG and $6.1million related to PSG. The impairment was recorded in the Corporate and Other Segment. During the year ended December31, 2007, we recorded a $13.5million impairment charge to write-off the carrying value of impaired software in FSG. Expected future discounted cash flows (Level3-type measurements) were used to estimate fair value for purposes of these impairment determinations. |
Deferred Contract Costs
Deferred Contract Costs | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Deferred Contract Costs [Abstract] | |
Deferred Contract Costs | (12) Deferred Contract Costs A summary of deferred contract costs as of December31, 2009 and 2008 was as follows (in millions): 2009 2008 Installations and conversions in progress $ 31.8 $ 22.5 Installations and conversions completed, net 193.5 181.0 Other, net 36.1 37.7 Total deferred contract costs $ 261.4 $ 241.2 Amortization of deferred contract costs was $49.4million, $39.8million and $34.8million for the years ended December31, 2009, 2008 and 2007 respectively. Included in discontinued operations in the Consolidated Statements of Earnings was amortization expense on deferred contract costs of $1.1million and $2.0million for the years ended December31, 2008 and 2007, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | (13) Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of December31, 2009 and 2008 consisted of the following (in millions): 2009 2008 Salaries and incentives $ 84.8 $ 62.7 Accrued benefits and payroll taxes 33.1 29.6 Trade accounts payable 80.1 61.6 Reserve for claims and claims payable 16.5 36.2 Current portion interest rate swaps 30.7 39.6 Taxes other than income tax 42.9 24.1 Other accrued liabilities 235.1 132.4 Total accounts payable and accrued liabilities $ 523.2 $ 386.2 |
Long-Term Debt
Long-Term Debt | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Long-Term Debt [Abstract] | |
Long-Term Debt | (14) Long-Term Debt Long-term debt as of December31, 2009 and 2008 consisted of the following (in millions): 2009 2008 Term Loan A, secured, interest payable at LIBOR plus 0.88% (1.11% at December31, 2009), quarterly principal amortization, maturing January 2012 $ 1,890.0 $ 1,995.0 Metavante Term Loan, secured, interest payable at LIBOR plus 3.25% (3.53% at December31, 2009), quarterly principal amortization, maturing November 2014 (net of $3.5million fair value discount) 794.5 Term Loan C, secured, interest payable at LIBOR plus 4.25% (4.48% at December31, 2009), maturing January 2012 200.0 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 (0.93% at December31, 2009), maturing January 2012. Total of $558.4million unused as of December31, 2009 336.0 499.4 Other promissory notes with various interest rates and maturities 32.8 20.1 3,253.3 2,514.5 Less current portion (236.7 ) (105.5 ) Long-term debt, excluding current portion $ 3,016.6 $ 2,409.0 On January18, 2007, we entered into a five-year syndicated unsecured credit agreement (the FIS Credit Agreement). The FIS Credit Agreement provides total committed capital of $3,000.0million comprised of $2,100.0million of term notes (the Term Loan A) and $900.0million of revolving capacity (the Revolving Loan). The Revolving Loan is bifurcated into two tranches; a $165.0million tranche that allows borrowings in U.S.Dollars only and a $735.0million multicurrency tranche that allows borrowings in U.S.Dollars, Euros, British Pounds Sterling, and Australian Dollars. The multicurrency tranche of the Revolving Loan includes a sublimit of $250.0million for swing line loans and a $250.0million sublimit for the issuance of letters of credit. In addition, the FIS Credit Agreement originally provided for an uncommitted incremental loan facility in the maximum principal amount of $600.0million. To facilitate our acquisition of eFunds, on July30, 2007, we executed an amendment to the FIS Credit Agreement to increase the permitted maximum principal of uncommitted incremental loans from $600.0million to $2,100.0million and converted the facility from unsecured to secured. On September12, 2007, the amendment became effective, and we entered into a joinder agreement to obtain $1,600.0million of term loans (the Term Loan B). On July2, 2008, in conjunction with the spin-off of Lender Processing Services, Inc., $1,585.0million, the then outstanding principal balance, of Term Loan B, was retired. On November1, 2007, Metavante entered into a credit agreement (the MV Credit Agreement) for an aggregate principal amount of $2,000.0million comprised of $1,750.0million of seven-year term loans (the MV Term Loan) and a six-year revolving capacity of $250.0milli |
Income Taxes
Income Taxes | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Income Taxes [Abstract] | |
Income Taxes | (15) Income Taxes Income tax expense (benefit) attributable to continuing operations for the years ended December31, 2009, 2008 and 2007 consists of the following (in millions): 2009 2008 2007 Current provision (benefit): Federal $ 87.2 $ 10.1 $ 107.0 State 18.8 3.2 16.9 Foreign 6.3 2.2 0.1 Total current provision $ 112.3 $ 15.5 $ 124.0 Deferred provision (benefit): Federal $ (52.8 ) $ 32.5 $ 4.4 State (5.2 ) 2.6 (2.8 ) Foreign (2.2 ) 2.7 2.8 Total deferred provision (60.2 ) 37.8 4.4 Total provision for income taxes $ 52.1 $ 53.3 $ 128.4 The provision for income taxes is based on pre-tax income from continuing operations, which is as follows (in millions): 2009 2008 2007 United States $ 103.1 $ 126.0 $ 343.9 Foreign 52.9 42.1 19.8 Total $ 156.0 $ 168.1 $ 363.7 Total income tax expense for the years ended December 31 was allocated as follows (in millions): 2009 2008 2007 Tax expense per statements of earnings $ 52.1 $ 53.3 $ 128.4 Tax expense on equity in earnings of unconsolidated subsidiaries 0.1 1.5 Tax expense attributable to discontinued operations 22.0 70.4 172.2 Unrealized gain (loss) on interest rate swaps 26.0 (15.2 ) (16.8 ) Unrealized (loss) gain on foreign currency translation (5.7 ) (12.1 ) 9.7 Other adjustment (0.1 ) 0.7 (4.9 ) Total income tax expense (benefit) allocated to other comprehensive income 20.2 (26.6 ) (12.0 ) Tax benefit from exercise of stock options (6.3 ) (1.2 ) (56.6 ) Total income tax expense $ 88.0 $ 96.0 $ 233.5 A reconciliation of the federal statutory income tax rate to the Companys effective income tax rate for the years ended December31, 2009, 2008 and 2007 is as follows: 2009 2008 2007 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State income taxes 5.2 5.2 4.3 |
Commitments and Contingencies
Commitments and Contingencies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | (16) 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, etalv. 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 Berenv. 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. Preliminary court approval was received in the fourt |
Employee Benefit Plans
Employee Benefit Plans | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | (17) Employee Benefit Plans Stock Purchase Plan FIS employees participate in an Employee Stock Purchase Plan (ESPP). Eligible employees may voluntarily purchase, at current market prices, shares of FIS common stock through payroll deductions. Pursuant to the ESPP, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. Shares purchased are allocated to employees based upon their contributions. The Company contributes varying matching amounts as specified in the ESPP. The Company recorded an expense of $12.4million, $14.3million and $15.2million, respectively, for the years ended December31, 2009, 2008 and 2007 relating to the participation of FIS employees in the ESPP. Included in discontinued operations in the Consolidated Statements of Earnings was expense of $0.1million, $3.0million and $5.7million for the years ended December31, 2009, 2008 and 2007, respectively. 401(k) Profit Sharing Plan The Companys employees are covered by a qualified 401(k) plan. Eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. The Company generally matches 50% of each dollar of employee contribution up to 6% of the employees total eligible compensation. The Company recorded expense of $16.6million, $18.5million and $20.3million, respectively, for the years ended December31, 2009, 2008 and 2007 relating to the participation of FIS employees in the 401(k) plan. Included in discontinued operations in the Consolidated Statements of Earnings was expense of $0.1million, $3.9million and $7.8million for the years ended December31, 2009, 2008 and 2007, respectively. Stock Option Plans In 2005, the Company adopted the FIS 2005 Stock Incentive Plan (the Plan). As of December31, 2009 and 2008, there were 1.8million and 2.7million options outstanding under this plan, respectively, at a strike price of $8.71 per share (as adjusted for the 1.7952 conversion ratio for the LPS spin-off and the 0.6396 exchange ratio in the Certegy transaction). These stock options were granted at the fair value of the Companys stock on the grant date. The options granted under this plan have a term of 10years and vest quarterly over either a 4 or 5year period (the time-based options) or based on specific performance criteria (the performance-based options). The performance-based options vested in 2006 after the performance criteria were met subsequent to the Certegy Merger. Through the Certegy Merger, the Company assumed the Certegy Inc. Stock Incentive Plan that provides for the issuance of qualified and non-qualified stock options to officers and other key employees at exercise prices not less than market on the date of grant. All options and awards outstanding prior to the Certegy Merger under the Certegy Plan were fully vested as of the Certegy Merger date. As part of the Certegy Merger, the Certegy shareholders approved amendments to the plan and approved an additional 6.0million shares to be made available under the plan. The Company granted 0.1million and 4.7million options under this plan in the years ended |
Concentration of Risk
Concentration of Risk | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Concentration of Risk [Abstract] | |
Concentration of Risk | (18) Concentration of Risk The Company generates a significant amount of revenue from large customers, however, no individual customer accounted for more than 5% of total revenue or total segment revenue in the years ended December31, 2009, 2008 and 2007. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up the Companys customer base, thus spreading the trade receivables credit risk. The Company controls credit risk through monitoring procedures. |
Segment Information
Segment Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Segment Information [Abstract] | |
Segment Information | (19) Segment Information Summarized financial information for the Companys segments is shown in the following tables. As of and for the year ended December31, 2009 (in millions): Corporate FSG PSG ISG and Other Total Processing and services revenues $ 1,260.0 $ 1,741.9 $ 782.7 $ (15.1 ) $ 3,769.5 Operating expenses 842.3 1,266.3 668.5 714.5 3,491.6 Operating income $ 417.7 $ 475.6 $ 114.2 $ (729.6 ) 277.9 Other income (expense) unallocated (121.9 ) Income from continuing operations $ 156.0 Depreciation and amortization $ 101.0 $ 78.2 $ 58.5 $ 332.9 $ 570.6 Capital expenditures $ 98.8 $ 31.3 $ 68.1 $ 12.1 $ 210.3 Total assets $ 4,960.4 $ 4,807.8 $ 1,661.0 $ 2,568.4 $ 13,997.6 Goodwill $ 3,738.4 $ 4,029.4 $ 465.1 $ $ 8,232.9 As of and for the year ended December31, 2008 (in millions): Corporate FSG PSG ISG and Other Total Processing and services revenues $ 1,135.8 $ 1,526.3 $ 768.1 $ (2.5 ) $ 3,427.7 Operating expenses 783.6 1,172.5 699.4 448.4 3,103.9 Operating income $ 352.2 $ 353.8 $ 68.7 $ (450.9 ) 323.8 Other income (expense) unallocated (155.7 ) Income from continuing operations $ 168.1 Depreciation and amortization $ 90.5 $ 69.4 $ 52.7 $ 209.2 $ 421.8 Capital expenditures $ 87.0 $ 34.2 $ 93.5 $ 10.8 $ 225.5 Total assets $ 2,865.3 $ 2,195.1 $ 1,349.2 $ |
Subsequent Events
Subsequent Events | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Subsequent Events [Abstract] | |
Subsequent Events | (20) Subsequent Events The Company has evaluated transactions, events and circumstances for consideration of recognition or disclosure through February26, 2010, the date these financial statements were issued, and has reflected or disclosed those items within the Consolidated Financial Statements as deemed appropriate. Brazilian Venture During the third quarter of 2008, Banco Santander Spain (Banco Santander) acquired majority control of ABN. Since then, Banco Santander has publicly stated its intention to consolidate all Brazilian card processing operations onto its own in-house technology platform, and notified the Brazilian Venture during 2009 of its desire to exit the relationship. In late January 2010, Banco Santander ceased processing its card portfolio on the Brazilian Ventures systems. We are presently negotiating Banco Santanders exit from the Brazilian Venture, including an applicable termination payment, ongoing call center services, forgiveness of the Brazilian Venture Notes, and waiver of our put agreement, which exit must be approved by Banco Bradesco. The Brazilian Venture currently processes approximately 13.1million cards for Banco Bradesco and provides call center, cardholder support and collection services for all of Banco Bradescos card portfolios. As a result of the exit of Banco Santander from the Brazilian Venture, Banco Bradesco has indicated they are analyzing whether these services are best provided through the processing joint venture or through a more conventional commercial relationship with FIS. We are discussing various alternatives with Banco Bradesco and will seek a mutually beneficial resolution. Stock Repurchase On February4, 2010 our Board of Directors approved a plan authorizing repurchases of up to 15.0million shares of our common stock in the open market, at prevailing market prices or in privately negotiated transactions through January31, 2013. We repurchased 0.6million shares of our common stock for $12.4million, at an average price of $22.60, from February4, 2010 through February24, 2010. |