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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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or
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Georgia
(State or other jurisdiction of incorporation or organization)
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37-1490331
(I.R.S. Employer Identification No.)
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601 Riverside Avenue
Jacksonville, Florida
(Address of principal executive offices)
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32204
(Zip Code)
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Title of Each Class:
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Name of Each Exchange on Which Registered:
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 14
.
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||
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EX-10.28
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EX-10.31
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EX-21.1
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EX-23.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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•
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Brand
— FIS has built a global brand known for market leading solutions, innovation and thought leadership in the financial services sector. Capco likewise has a strong brand in integrated consulting and advisory technology strategy and services in this sector.
|
•
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Global Reach, Distribution and Scale —
Our worldwide presence, breadth and depth of solution offerings, client diversity, established infrastructure and employee skills and competencies enable us to leverage our client relationships and global scale to drive revenue growth and operating efficiency. We are a global leader in the primary markets we serve, supported by a large, knowledgeable talent pool of employees around the world.
|
•
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Extensive Domain Expertise and Portfolio Depth
— FIS has a significant number and wide range of high-quality software applications and service offerings that have been developed over many years with substantial input from our clients. We leverage our industry and technology knowledge and experience to tailor these applications and service offerings to deliver comprehensive business solutions that address specific needs of our clients and our clients' customers. These solutions include a wide range of flexible service arrangements for the deployment and support of our software, from cloud-based offerings to managed processing arrangements to traditional license and maintenance
|
•
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Excellent Relationship with Clients
— Our client-centered approach has enabled us to establish deep and long-lasting client relationships. A significant percentage of FIS’ services are provided under multi-year, recurring contracts, which allows us to develop close partnerships with these clients resulting in high client retention rates. As the breadth and value proposition of FIS’ service offerings has expanded, our access to our clients’ executives and their interest in our solutions and services has increased, presenting greater opportunities for cross-selling and upselling broader integrated solutions to them.
|
•
|
Support Our Clients Through Transformation
— Changing market dynamics, particularly in the areas of information security, regulation and innovation, are transforming the way our clients operate, which is driving incremental demand for our leveraged solutions and consulting expertise. As clients evaluate technology, business process changes and vendor risks, our depth of services capabilities enables us to become involved earlier in their planning and design process and assist them as they manage through these changes.
|
•
|
Expand Client Relationships
— The overall market
we serve
continues to gravitate beyond single-product purchases to multi-solution partnerships. As the market dynamics shift, our clients may rely more on our multidimensional, integrated service offerings. Our leveraged solutions and processing expertise, along with our consulting and advisory services, can produce meaningful value and cost savings for our clients through more efficient operating processes, improved experience and service quality and convenience for our clients' customers.
|
•
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Build , Buy, or Partner to Add Solutions to Cross-Sell
— We continue to invest in growth through internal product development, as well as through product-focused or market-centric acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to cross-sell. We also partner from time to time with other entities to provide comprehensive offerings to our clients. By investing in solution innovation and integration, we continue to expand our value proposition to clients.
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•
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Continually Improve to Drive Margin Expansion
— We strive to optimize our performance through investments in infrastructure enhancements, our workforce and other measures that are designed to create organic revenue and margin expansion.
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•
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Build Global Diversification
— We continue to deploy resources in global markets where we expect to achieve meaningful scale.
|
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2014
|
|
2013
|
|
2012
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||||||
FSG
|
$
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2,494.0
|
|
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$
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2,344.4
|
|
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$
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2,246.4
|
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PSG
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2,504.8
|
|
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2,454.9
|
|
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2,380.6
|
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|||
ISG
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1,417.3
|
|
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1,266.6
|
|
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1,168.7
|
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|||
Corporate & Other
|
(2.3
|
)
|
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(2.5
|
)
|
|
0.1
|
|
|||
Total Consolidated Revenues
|
$
|
6,413.8
|
|
|
$
|
6,063.4
|
|
|
$
|
5,795.8
|
|
•
|
Core Processing and Ancillary Applications.
Our core processing software applications are designed to run banking processes for our financial institution clients, including deposit and lending systems, customer management, and other central management systems, serving as the system of record for processed activity. Our diverse selection of market-focused core systems enables FIS to compete effectively in a wide range of markets. We also offer a number of services that are ancillary to the primary applications listed above, including branch automation, back office support systems and compliance support. In addition, our wealth management services address the specific needs of the affluent markets as well as commercial clients. We also offer an application suite that assists automotive finance institutions in evaluating loan applications and credit risk and managing their loan and lease portfolios.
|
•
|
Channel Solutions, including Internet, Mobile and eBanking.
Our comprehensive suite of retail banking delivery applications enables financial institutions to integrate and streamline customer-facing operations and back-office processes, thereby improving customer interaction across all channels (e.g., branch offices, Internet, ATM, Mobile, call centers). FIS' focus on consumer access has driven significant market innovation in this area, with multi-channel and multi-host solutions and a strategy that provides tight integration of services and a seamless customer experience. FIS is a leader in mobile banking solutions and electronic banking enabling clients to manage banking and payments through the Internet, mobile devices and telephone. Our corporate electronic banking solutions provide commercial treasury capabilities including cash management services and multi-bank collection and disbursement services that address the specialized needs of corporate clients. FIS systems provide full accounting and reconciliation for such transactions, serving here also as the system of record.
|
•
|
Fraud, Risk Management and Compliance Solutions.
Our decision solutions offer a spectrum of options that cover the account lifecycle from helping to identify qualified account applicants to managing existing customer accounts and fraud. Our applications include know-your-customer, new account decisioning and opening, account and transaction management, fraud management and collections. Our risk management services use our proprietary risk management models and data sources to assist in detecting fraud and assessing the risk of opening a new account or accepting a check at either the point-of-sale, a physical branch location, or through the Internet. Our systems use a combination of advanced authentication procedures, predictive analytics, artificial intelligence modeling and proprietary and shared databases to assess and detect fraud risk for deposit transactions for financial institutions. We also provide outsourced risk management and compliance solutions that are configurable to a client's regulatory and risk management requirements.
|
•
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Syndicated Lending.
Our syndicated loan applications are designed to support wholesale and commercial banking requirements necessary for all aspects of syndicated commercial loan origination, amendment, trade and servicing.
|
•
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Global Commercial Services.
As our clients address their financial, regulatory, growth and security challenges, there is an increased trend toward outsourcing. Our global commercial services include solutions, both onshore and offshore, designed to meet the technology challenges facing clients, large or small, including financial institutions and non-financial institutions. These solutions range in scope from consulting engagements to application development projects and from operations support for a single application to full management of information technology infrastructures. We also provide outsourcing teams to manage costs, improve operational efficiency and transform our clients' back office and customer service processes.
|
•
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Strategic Consulting Services.
Capco's North American operations are included in FSG. Capco provides complex integrated consulting and advisory, technology and large-scale IT transformation services to financial institutions.
|
•
|
Electronic Funds Transfer and Network Services.
Our electronic funds transfer and debit card processing businesses offer settlement and card management solutions for financial institution card issuers. We provide traditional ATM- and PIN-based debit network access through NYCE, and emerging real-time payment alternatives are available through our PayNet
®
network. NYCE connects millions of cards and point-of-sale locations nationwide, providing consumers with secure, real-time access to their money. Also through NYCE and PayNet
®
, clients such as financial institutions, retailers and independent ATM operators can capitalize on the efficiency, consumer convenience and security of electronic real-time payments, real-time account-to-account transfers, and strategic alliances such as surcharge-free ATM network arrangements.
|
•
|
Card Solutions.
More than 4,000 financial institutions use a combination of our technology and/or services to issue VISA
®
, MasterCard
®
or American Express
®
branded credit and debit cards or other electronic payment cards for use by both consumer and business accounts. Card transactions continue to increase as a percentage of total point-of-sale payments, which fuels continuing demand for card-related services. We offer Europay, MasterCard and VISA ("EMV") integrated circuit cards, often referred to as smart cards or chip cards, as well as a variety of stored-value card types and loyalty/reward programs. Our integrated services range from card production and activation to processing to an extensive range of fraud management services and value-added loyalty programs designed to increase card usage and fee-based revenues for financial institutions and merchants. The majority of our programs are full service, including most of the operations and support necessary for an issuer to operate a credit card program. We do not make credit decisions for our card issuing clients. We are also a leading provider of prepaid card services, which include gift cards and reloadable cards, with end-to-end solutions for development, processing and administration of stored-value programs.
|
•
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Item Processing and Output Services.
Our item processing services furnish financial institutions with the equipment needed to capture data from checks, transaction tickets and other items; image and sort items; process exceptions through keying; and perform balancing, archiving and the production of statements. Our item processing services are used by financial institutions and are performed at one of our multiple item processing centers located throughout the U.S. or on-site at client locations. Our extensive solutions include distributed (i.e., non-centralized) data capture, mobile deposit capture, check and remittance processing, fraud detection, and document and report management. Clients encompass banks and corporations of all sizes, from de novo banks to the largest financial institutions and corporations. We offer a number of output services that are ancillary to the primary solutions we provide, including print and mail capabilities, document composition software and solutions, and card personalization fulfillment services. Our print and mail services offer complete computer output solutions for the creation, management and delivery of print and fulfillment needs. We provide our card personalization fulfillment services for branded credit cards and branded and non-branded debit and prepaid cards.
|
•
|
ePayment Solutions.
We provide reliable and scalable bill publishing and bill consolidation technology for our clients, generating and facilitating the payment of millions of monthly bills, servicing both billers and financial institution clients. Online bill payment functionality includes credit and debit card-based expedited payments, as well as our emerging person-to-person payment service, PeoplePay ™. Our end-to-end presentment and payment solution
|
•
|
Retail Solutions.
Our check authorization business provides check risk management and related services to businesses accepting or cashing checks. Our services assess the likelihood (and often provide a guarantee) that a check will clear. Our check authorization system uses artificial intelligence modeling and other state-of-the-art technology to deliver accuracy, convenience and simplicity to retailers. Our closed loop gift card solutions and loyalty programs provide merchants compelling solutions to drive consumer loyalty. In addition, our merchant processing service provides a merchant or financial institution a comprehensive solution to manage its merchant card activities, including point-of-sale equipment, transaction authorization, draft capture, settlement, charge-back processing and reporting.
|
•
|
Government Payments Solutions.
We provide comprehensive, customized electronic service applications for government agencies, including Internal Revenue Service (IRS) payment services, government food stamp and nutrition programs known as Supplemental Nutrition Assistance Program (“SNAP”) and Women, Infants and Children ("WIC"). We also facilitate the collection of state income taxes, real estate taxes, utility bills, vehicle registration fees, driver’s license renewal fees, parking tickets, traffic citations, tuition payments, court fees and fines, hunting and fishing license fees, as well as various business licenses.
|
•
|
Oversight by Banking Regulators.
As a provider of electronic data processing and back-office services to financial institutions, FIS is subject to regulatory oversight and examination by the Federal Financial Institutions Examination Council ("FFIEC"), an interagency body of the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the National Credit Union Administration and various state regulatory authorities as part of the Multi-Region Data Processing Servicer Program ("MDPS"). The MDPS program includes technology suppliers who provide mission critical applications for a large number of financial institutions that are regulated by multiple regulatory agencies. Periodic information technology examination assessments are performed using FFIEC Interagency guidelines to identify potential risks that could adversely affect serviced financial institutions, determine compliance with applicable laws and regulations that affect the services provided to financial institutions and ensure the services we provide to financial institutions do not create systemic risk to the banking system or impact the safe and sound operation of the financial institutions we process. In addition, independent auditors annually review several of our operations to provide reports on internal controls for our clients’ auditors and regulators. We are also subject to review under state and foreign laws and rules that regulate many of the same activities that are described above, including electronic data processing and back-office services for financial institutions and the use of consumer information. Our U.S. based wealth management business holds charters in the states of Georgia and Delaware which exposes us to further regulatory compliance requirements of the Georgia Department of Banking and Finance and the Office of the Commissioner of Banking in the State of Delaware. In addition, our Platform Securities, LLC subsidiary in the U.K. is subject to regulation by the Financial Conduct Authority ("FCA") as a custodian involved in the safeguarding and administration of assets of its professional and retail customers. The FCA has increased regulatory mandate under U.K. law effective April 1, 2014 and other businesses of ours in the U.K. will become subject to regulation under the FCA in the coming year.
|
•
|
Privacy.
Our financial institution clients are required to comply with privacy regulations imposed under the Gramm-Leach-Bliley Act. These regulations place restrictions on the use of non-public personal information. All financial institutions must disclose detailed privacy policies to their customers and offer them the opportunity to direct the financial institution not to share information with third parties. The regulations, however, permit financial institutions to share information with non-affiliated parties who perform services for the financial institutions. As a provider of services to financial institutions, we are required to comply with the privacy regulations and are bound by the same limitations on disclosure of the information received from our clients as apply to the financial institutions themselves.
|
•
|
Money Transfer.
Elements of our cash access and money transmission businesses are registered as a Money Services Business and are subject to the USA Patriot Act and reporting requirements of the Bank Secrecy Act and U.S. Treasury Regulations. These businesses may also be subject to certain state, local and tribal licensing requirements. The
|
•
|
Consumer Reporting and Protection.
Our retail check authorization services (Certegy Check Services) and account opening services, including credit scoring analysis (ChexSystems) maintain databases of consumer information and, as a consequence, are subject to the Federal Fair Credit Reporting Act and similar state laws. Among other things, the Federal Fair Credit Reporting Act imposes requirements on us concerning data accuracy, and provides that consumers have the right to know the contents of their files, to dispute their accuracy, and to require verification or removal of disputed information. The Federal Trade Commission, as well as state attorneys general and other agencies, have enforcement responsibility over the collection laws, as well as the various credit reporting laws. In furtherance of our objectives of data accuracy, fair treatment of consumers, protection of consumers’ personal information, and compliance with these laws, we strive to, and have made considerable investment to, maintain a high level of security for our computer systems in which consumer data resides, and we maintain consumer relations call centers to facilitate efficient handling of consumer requests for information and handling disputes. We also are focused on ensuring our operating environments safeguard and protect consumer's personal information in compliance with these laws.
|
•
|
Debt Collection.
Our collection services supporting our check, card and payment environments are subject to the Federal Fair Debt Collection Practices Act and various state collection laws and licensing requirements. The Federal Trade Commission, as well as state attorneys general and other agencies, have enforcement responsibility over the collection laws, as well as the various credit reporting laws.
|
Item 1A.
|
Risk Factors
|
•
|
changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in either or both the United States and international lending, capital and financial markets;
|
•
|
the effect of legislative initiatives or proposals, statutory changes, changes in governmental or other applicable regulations, including privacy regulations and/or changes in industry requirements;
|
•
|
the effect of new regulations and increased regulatory initiatives and activity in the U.S. and internationally;
|
•
|
the risks of reduction in revenue from the elimination of existing and potential clients due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries, third party technology providers or due to financial failures or other setbacks suffered by firms in those industries;
|
•
|
changes in the growth rates of the markets for our solutions;
|
•
|
failures to adapt our solutions to changes in technology or in the marketplace;
|
•
|
internal or external security breaches of our systems, including those relating to the theft of personal information and computer viruses affecting our software or platforms, and the reactions of clients, card associations, government regulators and others to any such events;
|
•
|
the reaction of our current and potential clients to communications from us or our regulators regarding information security, risk management, internal audit or other matters;
|
•
|
competitive pressures on pricing related to our solutions including the ability to attract new, or retain existing, clients;
|
•
|
an operational or natural disaster at one of our major operations centers;
|
•
|
and other risks detailed elsewhere in this Risk Factors section and in our other filings with the Securities and Exchange Commission.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
•
|
These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities.
|
•
|
The Company reviews all of its litigation 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 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 material loss may be 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 litigation matters are expensed as incurred.
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2014
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
$
|
56.55
|
|
|
$
|
48.87
|
|
|
$
|
0.24
|
|
Second Quarter
|
$
|
55.29
|
|
|
$
|
51.28
|
|
|
$
|
0.24
|
|
Third Quarter
|
$
|
58.51
|
|
|
$
|
54.86
|
|
|
$
|
0.24
|
|
Fourth Quarter
|
$
|
64.04
|
|
|
$
|
52.38
|
|
|
$
|
0.24
|
|
2013
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
$
|
39.62
|
|
|
$
|
35.57
|
|
|
$
|
0.22
|
|
Second Quarter
|
$
|
45.80
|
|
|
$
|
39.05
|
|
|
$
|
0.22
|
|
Third Quarter
|
$
|
47.41
|
|
|
$
|
42.80
|
|
|
$
|
0.22
|
|
Fourth Quarter
|
$
|
53.68
|
|
|
$
|
44.90
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
Total cost of shares
|
|||||
|
|
|
|
|
|
purchased as part of
|
|||||
|
|
Total number of
|
|
Average price
|
|
publicly announced
|
|||||
Year ended
|
|
shares purchased
|
|
paid per share
|
|
plans or programs
|
|||||
December 31, 2014
|
|
8.7
|
|
|
$
|
54.89
|
|
|
$
|
475.5
|
|
December 31, 2013
|
|
10.7
|
|
|
$
|
44.58
|
|
|
$
|
475.9
|
|
December 31, 2012 *
|
|
14.0
|
|
|
$
|
32.24
|
|
|
$
|
451.4
|
|
December 31, 2011
|
|
15.0
|
|
|
$
|
26.61
|
|
|
$
|
399.2
|
|
December 31, 2010
|
|
1.4
|
|
|
$
|
22.97
|
|
|
$
|
32.2
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
(In millions, except per share data)
|
|
|
||||||||||||||
Statement of Earnings Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Processing and services revenues
|
$
|
6,413.8
|
|
|
$
|
6,063.4
|
|
|
$
|
5,795.8
|
|
|
$
|
5,616.5
|
|
|
$
|
5,138.9
|
|
Cost of revenues
|
4,332.7
|
|
|
4,092.7
|
|
|
3,956.2
|
|
|
3,924.5
|
|
|
3,559.6
|
|
|||||
Gross profit
|
2,081.1
|
|
|
1,970.7
|
|
|
1,839.6
|
|
|
1,692.0
|
|
|
1,579.3
|
|
|||||
Selling, general and administrative expenses
|
810.5
|
|
|
907.8
|
|
|
763.3
|
|
|
636.8
|
|
|
641.6
|
|
|||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
154.9
|
|
|||||
Operating income
|
1,270.6
|
|
|
1,062.9
|
|
|
1,076.3
|
|
|
1,046.1
|
|
|
782.8
|
|
|||||
Total other income (expense)
|
(217.2
|
)
|
|
(239.4
|
)
|
|
(248.0
|
)
|
|
(322.5
|
)
|
|
(184.9
|
)
|
|||||
Earnings from continuing operations before income taxes and equity in loss of unconsolidated entities
|
1,053.4
|
|
|
823.5
|
|
|
828.3
|
|
|
723.6
|
|
|
597.9
|
|
|||||
Provision for income taxes
|
335.1
|
|
|
308.9
|
|
|
270.1
|
|
|
231.6
|
|
|
208.3
|
|
|||||
Earnings from continuing operations, net of tax
|
718.3
|
|
|
514.6
|
|
|
558.2
|
|
|
492.0
|
|
|
389.6
|
|
|||||
Earnings (loss) from discontinued operations, net of tax
|
(11.4
|
)
|
|
3.1
|
|
|
(77.1
|
)
|
|
(10.9
|
)
|
|
(31.7
|
)
|
|||||
Net earnings
|
706.9
|
|
|
517.7
|
|
|
481.1
|
|
|
481.1
|
|
|
357.9
|
|
|||||
Net (earnings) loss attributable to noncontrolling interest
|
(27.8
|
)
|
|
(24.6
|
)
|
|
(19.9
|
)
|
|
(11.5
|
)
|
|
46.6
|
|
|||||
Net earnings attributable to FIS
|
$
|
679.1
|
|
|
$
|
493.1
|
|
|
$
|
461.2
|
|
|
$
|
469.6
|
|
|
$
|
404.5
|
|
Net earnings per share — basic from continuing operations attributable to FIS common stockholders
|
$
|
2.42
|
|
|
$
|
1.69
|
|
|
$
|
1.84
|
|
|
$
|
1.60
|
|
|
$
|
1.26
|
|
Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders
|
(0.04
|
)
|
|
0.01
|
|
|
(0.26
|
)
|
|
(0.04
|
)
|
|
(0.09
|
)
|
|||||
Net earnings per share — basic attributable to FIS common stockholders
|
$
|
2.38
|
|
|
$
|
1.70
|
|
|
$
|
1.58
|
|
|
$
|
1.56
|
|
|
$
|
1.17
|
|
Weighted average shares — basic
|
284.8
|
|
|
289.7
|
|
|
291.8
|
|
|
300.6
|
|
|
345.1
|
|
|||||
Net earnings per share — diluted from continuing operations attributable to FIS common stockholders
|
$
|
2.39
|
|
|
$
|
1.67
|
|
|
$
|
1.81
|
|
|
$
|
1.57
|
|
|
$
|
1.24
|
|
Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders
|
(0.04
|
)
|
|
0.01
|
|
|
(0.26
|
)
|
|
(0.04
|
)
|
|
(0.09
|
)
|
|||||
Net earnings per share — diluted attributable to FIS common stockholders
|
$
|
2.35
|
|
|
$
|
1.68
|
|
|
$
|
1.55
|
|
|
$
|
1.53
|
|
|
$
|
1.15
|
|
Weighted average shares — diluted
|
288.7
|
|
|
294.2
|
|
|
297.5
|
|
|
307.0
|
|
|
352.0
|
|
|||||
Amounts attributable to FIS common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings from continuing operations, net of tax
|
$
|
690.5
|
|
|
$
|
490.0
|
|
|
$
|
538.3
|
|
|
$
|
480.5
|
|
|
$
|
436.2
|
|
Earnings (loss) from discontinued operations, net of tax
|
(11.4
|
)
|
|
3.1
|
|
|
(77.1
|
)
|
|
(10.9
|
)
|
|
(31.7
|
)
|
|||||
Net earnings attributable to FIS common stockholders
|
$
|
679.1
|
|
|
$
|
493.1
|
|
|
$
|
461.2
|
|
|
$
|
469.6
|
|
|
$
|
404.5
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Balance Sheet Data
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
492.8
|
|
|
$
|
547.5
|
|
|
$
|
517.6
|
|
|
$
|
415.5
|
|
|
$
|
338.0
|
|
Goodwill
|
8,877.6
|
|
|
8,500.0
|
|
|
8,381.5
|
|
|
8,542.8
|
|
|
8,550.0
|
|
|||||
Other intangible assets, net
|
1,268.0
|
|
|
1,339.3
|
|
|
1,576.2
|
|
|
1,903.3
|
|
|
2,202.9
|
|
|||||
Total assets
|
14,520.5
|
|
|
13,960.1
|
|
|
13,549.7
|
|
|
13,873.2
|
|
|
14,176.3
|
|
|||||
Total long-term debt
|
5,067.7
|
|
|
4,468.6
|
|
|
4,385.5
|
|
|
4,809.8
|
|
|
5,192.1
|
|
|||||
Total FIS stockholders’ equity
|
6,556.7
|
|
|
6,580.5
|
|
|
6,640.9
|
|
|
6,503.0
|
|
|
6,403.2
|
|
|||||
Noncontrolling interest
|
134.8
|
|
|
156.8
|
|
|
152.7
|
|
|
148.2
|
|
|
158.4
|
|
|||||
Total equity
|
6,691.5
|
|
|
6,737.3
|
|
|
6,793.6
|
|
|
6,651.2
|
|
|
6,561.6
|
|
|||||
Cash dividends declared per share
|
$
|
0.96
|
|
|
$
|
0.88
|
|
|
$
|
0.80
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Processing and services revenues
|
$
|
1,520.3
|
|
|
$
|
1,599.1
|
|
|
$
|
1,605.3
|
|
|
$
|
1,689.1
|
|
Gross profit
|
472.7
|
|
|
506.3
|
|
|
530.2
|
|
|
571.9
|
|
||||
Earnings from continuing operations before income taxes
|
244.5
|
|
|
266.6
|
|
|
231.2
|
|
|
311.1
|
|
||||
Net earnings attributable to FIS common stockholders
|
154.5
|
|
|
178.8
|
|
|
150.5
|
|
|
195.3
|
|
||||
Net earnings per share — basic attributable to FIS common stockholders
|
$
|
0.54
|
|
|
$
|
0.63
|
|
|
$
|
0.53
|
|
|
$
|
0.69
|
|
Net earnings per share — diluted attributable to FIS common stockholders
|
$
|
0.53
|
|
|
$
|
0.62
|
|
|
$
|
0.52
|
|
|
$
|
0.68
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Processing and services revenues
|
$
|
1,477.3
|
|
|
$
|
1,512.8
|
|
|
$
|
1,500.0
|
|
|
$
|
1,573.3
|
|
Gross profit
|
467.9
|
|
|
481.3
|
|
|
504.9
|
|
|
516.6
|
|
||||
Earnings from continuing operations before income taxes
|
229.2
|
|
|
137.4
|
|
|
279.9
|
|
|
177.0
|
|
||||
Net earnings attributable to FIS common stockholders
|
144.1
|
|
|
104.8
|
|
|
172.3
|
|
|
71.9
|
|
||||
Net earnings per share — basic attributable to FIS common stockholders
|
$
|
0.50
|
|
|
$
|
0.36
|
|
|
$
|
0.60
|
|
|
$
|
0.25
|
|
Net earnings per share — diluted attributable to FIS common stockholders
|
$
|
0.49
|
|
|
$
|
0.36
|
|
|
$
|
0.59
|
|
|
$
|
0.25
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
We have engaged in share repurchase programs throughout all periods presented. In 2014, we repurchased a total of
8.7 million
shares for $
475.5 million
; in 2013, we repurchased a total of
10.7 million
shares for
$475.9 million
; and in 2012, we repurchased a total of
14.0 million
shares for
$451.4 million
.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Processing and services revenues
|
$
|
6,413.8
|
|
|
$
|
6,063.4
|
|
|
$
|
5,795.8
|
|
Cost of revenues
|
4,332.7
|
|
|
4,092.7
|
|
|
3,956.2
|
|
|||
Gross profit
|
2,081.1
|
|
|
1,970.7
|
|
|
1,839.6
|
|
|||
Selling, general, and administrative expenses
|
810.5
|
|
|
907.8
|
|
|
763.3
|
|
|||
Operating income
|
1,270.6
|
|
|
1,062.9
|
|
|
1,076.3
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||
Interest income
|
15.3
|
|
|
10.4
|
|
|
8.6
|
|
|||
Interest expense
|
(172.8
|
)
|
|
(198.6
|
)
|
|
(231.3
|
)
|
|||
Other income (expense), net
|
(59.7
|
)
|
|
(51.2
|
)
|
|
(25.3
|
)
|
|||
Total other income (expense)
|
(217.2
|
)
|
|
(239.4
|
)
|
|
(248.0
|
)
|
|||
Earnings from continuing operations before income taxes
|
1,053.4
|
|
|
823.5
|
|
|
828.3
|
|
|||
Provision for income taxes
|
335.1
|
|
|
308.9
|
|
|
270.1
|
|
|||
Earnings from continuing operations, net of tax
|
718.3
|
|
|
514.6
|
|
|
558.2
|
|
|||
Earnings (loss) from discontinued operations, net of tax
|
(11.4
|
)
|
|
3.1
|
|
|
(77.1
|
)
|
|||
Net earnings
|
706.9
|
|
|
517.7
|
|
|
481.1
|
|
|||
Net (earnings) loss attributable to noncontrolling interest
|
(27.8
|
)
|
|
(24.6
|
)
|
|
(19.9
|
)
|
|||
Net earnings attributable to FIS
|
$
|
679.1
|
|
|
$
|
493.1
|
|
|
$
|
461.2
|
|
Net earnings per share — basic from continuing operations attributable to FIS common stockholders
|
$
|
2.42
|
|
|
$
|
1.69
|
|
|
$
|
1.84
|
|
Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders
|
(0.04
|
)
|
|
0.01
|
|
|
(0.26
|
)
|
|||
Net earnings per share — basic attributable to FIS common stockholders *
|
$
|
2.38
|
|
|
$
|
1.70
|
|
|
$
|
1.58
|
|
Weighted average shares outstanding — basic
|
284.8
|
|
|
289.7
|
|
|
291.8
|
|
|||
Net earnings per share — diluted from continuing operations attributable to FIS common stockholders
|
$
|
2.39
|
|
|
$
|
1.67
|
|
|
$
|
1.81
|
|
Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders
|
(0.04
|
)
|
|
0.01
|
|
|
(0.26
|
)
|
|||
Net earnings per share — diluted attributable to FIS common stockholders *
|
$
|
2.35
|
|
|
$
|
1.68
|
|
|
$
|
1.55
|
|
Weighted average shares outstanding — diluted
|
288.7
|
|
|
294.2
|
|
|
297.5
|
|
|||
Amounts attributable to FIS common stockholders:
|
|
|
|
|
|
|
|
|
|||
Earnings from continuing operations, net of tax
|
$
|
690.5
|
|
|
$
|
490.0
|
|
|
$
|
538.3
|
|
Earnings (loss) from discontinued operations, net of tax
|
(11.4
|
)
|
|
3.1
|
|
|
(77.1
|
)
|
|||
Net earnings attributable to FIS
|
$
|
679.1
|
|
|
$
|
493.1
|
|
|
$
|
461.2
|
|
Earnings (loss), net of tax
|
2014
|
|
2013
|
|
2012
|
||||||
eCas business line
|
$
|
(5.1
|
)
|
|
$
|
1.2
|
|
|
$
|
2.1
|
|
ClearPar
|
—
|
|
|
16.7
|
|
|
—
|
|
|||
Healthcare Benefit Solutions Business
|
—
|
|
|
0.1
|
|
|
(47.8
|
)
|
|||
Participacoes operations
|
(6.3
|
)
|
|
(14.9
|
)
|
|
(31.4
|
)
|
|||
Total discontinued operations
|
$
|
(11.4
|
)
|
|
$
|
3.1
|
|
|
$
|
(77.1
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Processing and services revenues
|
$
|
2,494.0
|
|
|
$
|
2,344.4
|
|
|
$
|
2,246.4
|
|
Operating income
|
$
|
815.8
|
|
|
$
|
781.8
|
|
|
$
|
716.2
|
|
Operating margin
|
32.7
|
%
|
|
33.3
|
%
|
|
31.9
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Processing and services revenues
|
$
|
2,504.8
|
|
|
$
|
2,454.9
|
|
|
$
|
2,380.6
|
|
Operating income
|
$
|
963.8
|
|
|
$
|
958.4
|
|
|
$
|
881.2
|
|
Operating margin
|
38.5
|
%
|
|
39.0
|
%
|
|
37.0
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Processing and services revenues
|
$
|
1,417.3
|
|
|
$
|
1,266.6
|
|
|
$
|
1,168.7
|
|
Operating income
|
$
|
236.0
|
|
|
$
|
196.3
|
|
|
$
|
199.3
|
|
Operating margin
|
16.7
|
%
|
|
15.5
|
%
|
|
17.1
|
%
|
|
|
|
|
Payments Due in
|
||||||||||||||||
|
|
|
|
Less than
|
|
1-3
|
|
3-5
|
|
More than
|
||||||||||
Type of Obligations
|
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
Long-term debt
|
|
$
|
5,067.7
|
|
|
$
|
13.1
|
|
|
$
|
1,619.5
|
|
|
$
|
1,044.4
|
|
|
$
|
2,390.7
|
|
Interest (1)
|
|
970.0
|
|
|
144.7
|
|
|
267.4
|
|
|
225.8
|
|
|
332.1
|
|
|||||
Operating leases
|
|
266.6
|
|
|
62.3
|
|
|
101.9
|
|
|
58.1
|
|
|
44.3
|
|
|||||
Data processing and maintenance
|
|
533.7
|
|
|
151.4
|
|
|
255.3
|
|
|
73.6
|
|
|
53.4
|
|
|||||
Other contractual obligations (2)
|
|
163.8
|
|
|
62.5
|
|
|
73.8
|
|
|
14.1
|
|
|
13.4
|
|
|||||
Total
|
|
$
|
7,001.8
|
|
|
$
|
434.0
|
|
|
$
|
2,317.9
|
|
|
$
|
1,416.0
|
|
|
$
|
2,833.9
|
|
(1)
|
These calculations assume that: (a) applicable margins remain constant; (b) all variable rate debt is priced at the one-month LIBOR rate in effect as of
December 31, 2014
; (c) no new hedging transactions are effected; (d) only mandatory debt repayments are made; and (e) no refinancing occurs at debt maturity.
|
(2)
|
Amount includes the estimated payment for labor claims related to FIS' former item processing and remittance operations in Brazil (see Note 3 to the Consolidated Financial Statements), amounts due to the Brazilian venture partner and Capco contingent consideration payments (see Note 6 to the Consolidated Financial Statements).
|
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risks
|
Effective date
|
|
Termination date
|
|
Notional amount
|
|
Bank pays
variable rate of
|
|
FIS pays
fixed rate of
|
|
|||
July 1, 2012
|
|
July 1, 2015
|
|
300.0
|
|
|
One Month LIBOR (1)
|
|
0.58
|
%
|
(2)
|
|
February 3, 2014
|
|
February 1, 2017
|
|
400.0
|
|
|
One Month LIBOR (1)
|
|
0.89
|
%
|
(2)
|
|
|
|
|
|
$
|
700.0
|
|
|
|
|
|
|
|
(1)
|
0.17%
in effect as of
December 31, 2014
.
|
(2)
|
Does not include the applicable margin and facility fees paid to lenders on Term Loans and the Revolving Loan as described in Note 13 to the Consolidated Financial Statements.
|
Currency
|
|
2014
|
|
2013
|
|
2012
|
||||||
Real
|
|
$
|
38.0
|
|
|
$
|
41.3
|
|
|
$
|
40.4
|
|
Euro
|
|
30.5
|
|
|
28.2
|
|
|
27.1
|
|
|||
Pound Sterling
|
|
30.6
|
|
|
22.4
|
|
|
18.5
|
|
|||
Indian Rupee
|
|
8.2
|
|
|
5.4
|
|
|
4.3
|
|
|||
Total impact
|
|
$
|
107.3
|
|
|
$
|
97.3
|
|
|
$
|
90.3
|
|
|
Page
Number
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
492.8
|
|
|
$
|
547.5
|
|
Settlement deposits
|
393.9
|
|
|
327.4
|
|
||
Trade receivables, net
|
1,126.4
|
|
|
987.9
|
|
||
Settlement receivables
|
153.7
|
|
|
178.2
|
|
||
Other receivables
|
31.5
|
|
|
62.1
|
|
||
Due from Brazilian venture partner
|
33.6
|
|
|
35.8
|
|
||
Prepaid expenses and other current assets
|
167.0
|
|
|
154.1
|
|
||
Deferred income taxes
|
67.4
|
|
|
58.9
|
|
||
Assets held for sale
|
6.8
|
|
|
—
|
|
||
Total current assets
|
2,473.1
|
|
|
2,351.9
|
|
||
Property and equipment, net
|
483.3
|
|
|
439.0
|
|
||
Goodwill
|
8,877.6
|
|
|
8,500.0
|
|
||
Intangible assets, net
|
1,268.0
|
|
|
1,339.3
|
|
||
Computer software, net
|
893.4
|
|
|
856.5
|
|
||
Deferred contract costs
|
213.2
|
|
|
206.8
|
|
||
Other noncurrent assets
|
311.9
|
|
|
266.6
|
|
||
Total assets
|
$
|
14,520.5
|
|
|
$
|
13,960.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
730.3
|
|
|
$
|
768.0
|
|
Settlement payables
|
558.4
|
|
|
518.6
|
|
||
Deferred revenues
|
279.4
|
|
|
243.6
|
|
||
Current portion of long-term debt
|
13.1
|
|
|
128.8
|
|
||
Due to Brazilian venture partner
|
13.3
|
|
|
13.7
|
|
||
Liabilities held for sale
|
4.4
|
|
|
—
|
|
||
Total current liabilities
|
1,598.9
|
|
|
1,672.7
|
|
||
Long-term debt, excluding current portion
|
5,054.6
|
|
|
4,339.8
|
|
||
Deferred income taxes
|
874.4
|
|
|
823.6
|
|
||
Due to Brazilian venture partner
|
29.6
|
|
|
34.5
|
|
||
Deferred revenues
|
26.1
|
|
|
27.2
|
|
||
Other long-term liabilities
|
245.4
|
|
|
325.0
|
|
||
Total liabilities
|
7,829.0
|
|
|
7,222.8
|
|
||
Equity:
|
|
|
|
||||
FIS stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 200 shares authorized, none issued and outstanding as of December 31, 2014 and 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 600 shares authorized, 387.6 and 387.0 shares issued as of
December 31, 2014 and 2013, respectively
|
3.9
|
|
|
3.9
|
|
||
Additional paid in capital
|
7,336.8
|
|
|
7,247.6
|
|
||
Retained earnings
|
2,746.8
|
|
|
2,341.9
|
|
||
Accumulated other comprehensive earnings
|
(107.2
|
)
|
|
(9.9
|
)
|
||
Treasury stock, $0.01 par value, 102.7 and 96.4 shares as of December 31, 2014 and 2013, respectively, at cost
|
(3,423.6
|
)
|
|
(3,003.0
|
)
|
||
Total FIS stockholders’ equity
|
6,556.7
|
|
|
6,580.5
|
|
||
Noncontrolling interest
|
134.8
|
|
|
156.8
|
|
||
Total equity
|
6,691.5
|
|
|
6,737.3
|
|
||
Total liabilities and equity
|
$
|
14,520.5
|
|
|
$
|
13,960.1
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Processing and services revenues (for related party activity, see note 5)
|
$
|
6,413.8
|
|
|
$
|
6,063.4
|
|
|
$
|
5,795.8
|
|
Cost of revenues (for related party activity, see note 5)
|
4,332.7
|
|
|
4,092.7
|
|
|
3,956.2
|
|
|||
Gross profit
|
2,081.1
|
|
|
1,970.7
|
|
|
1,839.6
|
|
|||
Selling, general, and administrative expenses (for related party activity, see note 5)
|
810.5
|
|
|
907.8
|
|
|
763.3
|
|
|||
Operating income
|
1,270.6
|
|
|
1,062.9
|
|
|
1,076.3
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
15.3
|
|
|
10.4
|
|
|
8.6
|
|
|||
Interest expense
|
(172.8
|
)
|
|
(198.6
|
)
|
|
(231.3
|
)
|
|||
Other income (expense), net
|
(59.7
|
)
|
|
(51.2
|
)
|
|
(25.3
|
)
|
|||
Total other income (expense)
|
(217.2
|
)
|
|
(239.4
|
)
|
|
(248.0
|
)
|
|||
Earnings from continuing operations before income taxes
|
1,053.4
|
|
|
823.5
|
|
|
828.3
|
|
|||
Provision for income taxes
|
335.1
|
|
|
308.9
|
|
|
270.1
|
|
|||
Earnings from continuing operations, net of tax
|
718.3
|
|
|
514.6
|
|
|
558.2
|
|
|||
Earnings (loss) from discontinued operations, net of tax
|
(11.4
|
)
|
|
3.1
|
|
|
(77.1
|
)
|
|||
Net earnings
|
706.9
|
|
|
517.7
|
|
|
481.1
|
|
|||
Net earnings attributable to noncontrolling interest
|
(27.8
|
)
|
|
(24.6
|
)
|
|
(19.9
|
)
|
|||
Net earnings attributable to FIS common stockholders
|
$
|
679.1
|
|
|
$
|
493.1
|
|
|
$
|
461.2
|
|
Net earnings per share — basic from continuing operations attributable to FIS common stockholders
|
$
|
2.42
|
|
|
$
|
1.69
|
|
|
$
|
1.84
|
|
Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders
|
(0.04
|
)
|
|
0.01
|
|
|
(0.26
|
)
|
|||
Net earnings per share — basic attributable to FIS common stockholders *
|
$
|
2.38
|
|
|
$
|
1.70
|
|
|
$
|
1.58
|
|
Weighted average shares outstanding — basic
|
284.8
|
|
|
289.7
|
|
|
291.8
|
|
|||
Net earnings per share — diluted from continuing operations attributable to FIS common stockholders
|
$
|
2.39
|
|
|
$
|
1.67
|
|
|
$
|
1.81
|
|
Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders
|
(0.04
|
)
|
|
0.01
|
|
|
(0.26
|
)
|
|||
Net earnings per share — diluted attributable to FIS common stockholders *
|
$
|
2.35
|
|
|
$
|
1.68
|
|
|
$
|
1.55
|
|
Weighted average shares outstanding — diluted
|
288.7
|
|
|
294.2
|
|
|
297.5
|
|
|||
Amounts attributable to FIS common stockholders:
|
|
|
|
|
|
||||||
Earnings from continuing operations, net of tax
|
$
|
690.5
|
|
|
$
|
490.0
|
|
|
$
|
538.3
|
|
Earnings (loss) from discontinued operations, net of tax
|
(11.4
|
)
|
|
3.1
|
|
|
(77.1
|
)
|
|||
Net earnings attributable to FIS common stockholders
|
$
|
679.1
|
|
|
$
|
493.1
|
|
|
$
|
461.2
|
|
|
Years ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
Net earnings
|
|
|
$
|
706.9
|
|
|
|
|
$
|
517.7
|
|
|
|
|
$
|
481.1
|
|
||||||
Other comprehensive earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain (loss) on investments and derivatives
|
$
|
(3.6
|
)
|
|
|
|
$
|
2.8
|
|
|
|
|
$
|
(2.6
|
)
|
|
|
||||||
Reclassification adjustment for gains (losses) included in net earnings
|
6.3
|
|
|
|
|
(1.5
|
)
|
|
|
|
4.2
|
|
|
|
|||||||||
Unrealized gain (loss) on investments and derivatives, net
|
2.7
|
|
|
|
|
1.3
|
|
|
|
|
1.6
|
|
|
|
|||||||||
Foreign currency translation adjustments
|
(107.8
|
)
|
|
|
|
(62.2
|
)
|
|
|
|
(15.2
|
)
|
|
|
|||||||||
Minimum pension liability adjustments
|
(9.9
|
)
|
|
|
|
(1.6
|
)
|
|
|
|
(5.1
|
)
|
|
|
|||||||||
Other comprehensive earnings (loss), before tax
|
(115.0
|
)
|
|
|
|
(62.5
|
)
|
|
|
|
(18.7
|
)
|
|
|
|||||||||
Provision for income tax expense (benefit) related to items of other comprehensive earnings
|
(6.7
|
)
|
|
|
|
(5.5
|
)
|
|
|
|
(1.7
|
)
|
|
|
|||||||||
Other comprehensive earnings (loss), net of tax
|
$
|
(108.3
|
)
|
|
(108.3
|
)
|
|
$
|
(57.0
|
)
|
|
(57.0
|
)
|
|
$
|
(17.0
|
)
|
|
(17.0
|
)
|
|||
Comprehensive earnings
|
|
|
598.6
|
|
|
|
|
460.7
|
|
|
|
|
464.1
|
|
|||||||||
Net (earnings) loss attributable to noncontrolling interest
|
|
|
(27.8
|
)
|
|
|
|
(24.6
|
)
|
|
|
|
(19.9
|
)
|
|||||||||
Other comprehensive (earnings) losses attributable to noncontrolling interest
|
|
|
11.0
|
|
|
|
|
17.1
|
|
|
|
|
10.7
|
|
|||||||||
Comprehensive earnings attributable to FIS common stockholders
|
|
|
$
|
581.8
|
|
|
|
|
$
|
453.2
|
|
|
|
|
$
|
454.9
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statements of Equity
Years ended December 31, 2014, 2013 and 2012
(In millions, except per share amounts)
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
Amount
|
||||||||||||||||||||||||||||
|
|
|
|
|
FIS Stockholders
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||||||
|
Number of shares
|
|
|
|
Additional
|
|
|
|
other
|
|
|
|
|
|
|
||||||||||||||||||
|
Common
|
|
Treasury
|
|
Common
|
|
paid in
|
|
Retained
|
|
comprehensive
|
|
Treasury
|
|
Noncontrolling
|
|
Total
|
||||||||||||||||
|
shares
|
|
shares
|
|
stock
|
|
capital
|
|
earnings
|
|
earnings
|
|
stock
|
|
interest
|
|
equity
|
||||||||||||||||
Balances, December 31, 2011
|
384.6
|
|
|
(91.7
|
)
|
|
$
|
3.8
|
|
|
$
|
7,224.7
|
|
|
$
|
1,880.4
|
|
|
$
|
36.3
|
|
|
$
|
(2,642.2
|
)
|
|
$
|
148.2
|
|
|
$
|
6,651.2
|
|
Issuance of restricted stock
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options and stock purchase rights
|
—
|
|
|
16.2
|
|
|
—
|
|
|
(142.1
|
)
|
|
—
|
|
|
—
|
|
|
475.7
|
|
|
—
|
|
|
333.6
|
|
|||||||
Treasury shares held for taxes due upon exercise of stock options
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77.8
|
)
|
|
—
|
|
|
(77.8
|
)
|
|||||||
Excess income tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.6
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
83.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83.8
|
|
|||||||
Cash dividends declared ($0.80 per share) and other distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235.8
|
)
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
(240.5
|
)
|
|||||||
Purchases of treasury stock
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(451.4
|
)
|
|
—
|
|
|
(451.4
|
)
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
461.2
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
|
481.1
|
|
|||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(10.7
|
)
|
|
(17.0
|
)
|
|||||||
Balances, December 31, 2012
|
385.9
|
|
|
(91.8
|
)
|
|
$
|
3.8
|
|
|
$
|
7,197.0
|
|
|
$
|
2,105.8
|
|
|
$
|
30.0
|
|
|
$
|
(2,695.7
|
)
|
|
$
|
152.7
|
|
|
$
|
6,793.6
|
|
Issuance of restricted stock
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options and stock purchase rights
|
—
|
|
|
6.4
|
|
|
—
|
|
|
(52.7
|
)
|
|
—
|
|
|
—
|
|
|
187.2
|
|
|
—
|
|
|
134.5
|
|
|||||||
Treasury shares held for taxes due upon exercise of stock options
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.6
|
)
|
|
—
|
|
|
(18.6
|
)
|
|||||||
Excess income tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
40.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.4
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
53.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.4
|
|
|||||||
Cash dividends declared ($0.88 per share) and other distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(257.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(260.4
|
)
|
|||||||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|||||||
Purchases of treasury stock
|
—
|
|
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(475.9
|
)
|
|
—
|
|
|
(475.9
|
)
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
493.1
|
|
|
—
|
|
|
—
|
|
|
24.6
|
|
|
517.7
|
|
|||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.9
|
)
|
|
—
|
|
|
(17.1
|
)
|
|
(57.0
|
)
|
|||||||
Balances, December 31, 2013
|
387.0
|
|
|
(96.4
|
)
|
|
$
|
3.9
|
|
|
$
|
7,247.6
|
|
|
$
|
2,341.9
|
|
|
$
|
(9.9
|
)
|
|
$
|
(3,003.0
|
)
|
|
$
|
156.8
|
|
|
$
|
6,737.3
|
|
Issuance of restricted stock
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options and stock purchase right
|
—
|
|
|
2.8
|
|
|
—
|
|
|
(17.0
|
)
|
|
—
|
|
|
—
|
|
|
77.7
|
|
|
—
|
|
|
60.7
|
|
|||||||
Treasury shares held for taxes due upon exercise of stock options
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.7
|
)
|
|
—
|
|
|
(27.7
|
)
|
|||||||
Excess income tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
39.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.5
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
55.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.7
|
|
|||||||
Cash dividends paid ($0.96 per share) and other distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274.2
|
)
|
|
—
|
|
|
—
|
|
|
(38.8
|
)
|
|
(313.0
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
15.9
|
|
|||||||
Purchases of treasury stock
|
—
|
|
|
(8.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(475.5
|
)
|
|
—
|
|
|
(475.5
|
)
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
679.1
|
|
|
—
|
|
|
—
|
|
|
27.8
|
|
|
706.9
|
|
|||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97.3
|
)
|
|
—
|
|
|
(11.0
|
)
|
|
(108.3
|
)
|
|||||||
Balances, December 31, 2014
|
387.6
|
|
|
(102.7
|
)
|
|
$
|
3.9
|
|
|
$
|
7,336.8
|
|
|
$
|
2,746.8
|
|
|
$
|
(107.2
|
)
|
|
$
|
(3,423.6
|
)
|
|
$
|
134.8
|
|
|
$
|
6,691.5
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
706.9
|
|
|
$
|
517.7
|
|
|
$
|
481.1
|
|
Adjustment to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
626.3
|
|
|
614.6
|
|
|
632.8
|
|
|||
Amortization of debt issue costs
|
19.7
|
|
|
19.9
|
|
|
29.4
|
|
|||
Gain on sale of assets
|
—
|
|
|
(31.6
|
)
|
|
(23.5
|
)
|
|||
Gain on mFoundry acquisition
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|||
Stock-based compensation
|
55.7
|
|
|
53.4
|
|
|
83.8
|
|
|||
Deferred income taxes
|
(5.5
|
)
|
|
1.5
|
|
|
(40.9
|
)
|
|||
Excess income tax benefit from exercise of stock options
|
(39.5
|
)
|
|
(40.4
|
)
|
|
(30.6
|
)
|
|||
Other operating activities, net
|
20.9
|
|
|
—
|
|
|
—
|
|
|||
Net changes in assets and liabilities, net of effects from acquisitions and foreign currency:
|
|
|
|
|
|
||||||
Trade receivables
|
(115.2
|
)
|
|
(56.1
|
)
|
|
(68.0
|
)
|
|||
Settlement activity
|
(6.3
|
)
|
|
(1.7
|
)
|
|
(16.8
|
)
|
|||
Prepaid expenses and other assets
|
(34.2
|
)
|
|
(41.5
|
)
|
|
(9.0
|
)
|
|||
Deferred contract costs
|
(86.6
|
)
|
|
(67.1
|
)
|
|
(60.0
|
)
|
|||
Deferred revenue
|
32.5
|
|
|
(60.7
|
)
|
|
(11.1
|
)
|
|||
Accounts payable, accrued liabilities, and other liabilities
|
(9.8
|
)
|
|
161.5
|
|
|
79.5
|
|
|||
Net cash provided by operating activities
|
1,164.9
|
|
|
1,060.3
|
|
|
1,046.7
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(148.5
|
)
|
|
(131.7
|
)
|
|
(123.7
|
)
|
|||
Additions to computer software
|
(222.7
|
)
|
|
(204.5
|
)
|
|
(172.4
|
)
|
|||
Acquisitions, net of cash acquired
|
(595.2
|
)
|
|
(150.5
|
)
|
|
(63.6
|
)
|
|||
Net proceeds from sale of assets
|
—
|
|
|
26.8
|
|
|
339.5
|
|
|||
Other investing activities, net
|
(18.2
|
)
|
|
(4.8
|
)
|
|
(3.0
|
)
|
|||
Net cash used in investing activities
|
(984.6
|
)
|
|
(464.7
|
)
|
|
(23.2
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings
|
7,936.1
|
|
|
10,494.4
|
|
|
11,160.3
|
|
|||
Repayment of borrowings and capital lease obligations
|
(7,364.2
|
)
|
|
(10,421.8
|
)
|
|
(11,587.4
|
)
|
|||
Debt issuance costs
|
(13.8
|
)
|
|
(18.7
|
)
|
|
(48.3
|
)
|
|||
Excess income tax benefit from exercise of stock options
|
39.5
|
|
|
40.4
|
|
|
30.6
|
|
|||
Proceeds from exercise of stock options
|
61.1
|
|
|
143.0
|
|
|
276.6
|
|
|||
Treasury stock activity
|
(521.9
|
)
|
|
(475.9
|
)
|
|
(511.3
|
)
|
|||
Dividends paid
|
(275.1
|
)
|
|
(256.3
|
)
|
|
(234.8
|
)
|
|||
Distributions to Brazilian Venture partner
|
(34.8
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing activities, net
|
(25.0
|
)
|
|
(51.1
|
)
|
|
(6.5
|
)
|
|||
Net cash used in financing activities
|
(198.1
|
)
|
|
(546.0
|
)
|
|
(920.8
|
)
|
|||
Effect of foreign currency exchange rate changes on cash
|
(36.9
|
)
|
|
(19.7
|
)
|
|
(0.6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(54.7
|
)
|
|
29.9
|
|
|
102.1
|
|
|||
Cash and cash equivalents, beginning of year
|
547.5
|
|
|
517.6
|
|
|
415.5
|
|
|||
Cash and cash equivalents, end of year
|
$
|
492.8
|
|
|
$
|
547.5
|
|
|
$
|
517.6
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
168.7
|
|
|
$
|
193.5
|
|
|
$
|
200.1
|
|
Cash paid for income taxes
|
$
|
291.8
|
|
|
$
|
320.3
|
|
|
$
|
316.3
|
|
•
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
2014
|
|
2013
|
||||
Trade receivables — billed
|
$
|
983.7
|
|
|
$
|
885.7
|
|
Trade receivables — unbilled
|
158.3
|
|
|
118.4
|
|
||
Total trade receivables
|
1,142.0
|
|
|
1,004.1
|
|
||
Allowance for doubtful accounts
|
(15.6
|
)
|
|
(16.2
|
)
|
||
Total trade receivables, net
|
$
|
1,126.4
|
|
|
$
|
987.9
|
|
Allowance for doubtful accounts as of December 31, 2011
|
$
|
(33.1
|
)
|
Bad debt expense
|
(5.4
|
)
|
|
Write-offs, net of recoveries
|
18.6
|
|
|
Allowance for doubtful accounts as of December 31, 2012
|
(19.9
|
)
|
|
Bad debt expense
|
(3.2
|
)
|
|
Write-offs, net of recoveries
|
6.9
|
|
|
Allowance for doubtful accounts as of December 31, 2013
|
(16.2
|
)
|
|
Bad debt expense
|
(8.5
|
)
|
|
Write-offs, net of recoveries
|
9.1
|
|
|
Allowance for doubtful accounts as of December 31, 2014
|
$
|
(15.6
|
)
|
Revenues
|
2014
|
|
2013
|
|
2012
|
|||||||
|
eCas business line
|
$
|
3.0
|
|
|
$
|
7.3
|
|
|
$
|
11.8
|
|
|
ClearPar
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Healthcare Benefit Solutions Business
|
—
|
|
|
—
|
|
|
80.5
|
|
|||
|
Participacoes operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Total discontinued operations
|
$
|
3.0
|
|
|
$
|
7.3
|
|
|
$
|
92.3
|
|
Earnings (loss) from discontinued operations net of tax:
|
2014
|
|
2013
|
|
2012
|
|||||||
|
eCas business line
|
$
|
(5.1
|
)
|
|
$
|
1.2
|
|
|
$
|
2.1
|
|
|
ClearPar
|
—
|
|
|
16.7
|
|
|
—
|
|
|||
|
Healthcare Benefit Solutions Business
|
—
|
|
|
0.1
|
|
|
(47.8
|
)
|
|||
|
Participacoes operations
|
(6.3
|
)
|
|
(14.9
|
)
|
|
(31.4
|
)
|
|||
|
Total discontinued operations
|
$
|
(11.4
|
)
|
|
$
|
3.1
|
|
|
$
|
(77.1
|
)
|
|
|
|
|
Foreign
|
|
|
|
|
||||||||
|
|
Interest Rate
|
|
Currency
|
|
|
|
|
||||||||
|
|
Swap
|
|
Translation
|
|
|
|
|
||||||||
|
|
Contracts
|
|
Adjustments
|
|
Other
|
|
Total
|
||||||||
Balances, December 31, 2013
|
|
$
|
(2.4
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(9.9
|
)
|
Other comprehensive gain/(loss) before reclassifications
|
|
(2.2
|
)
|
|
(92.2
|
)
|
|
(6.8
|
)
|
|
(101.2
|
)
|
||||
Amounts reclassified from AOCE
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
||||
Net current period AOCE attributable to FIS
|
|
1.7
|
|
|
(92.2
|
)
|
|
(6.8
|
)
|
|
(97.3
|
)
|
||||
Balances, December 31, 2014
|
|
$
|
(0.7
|
)
|
|
$
|
(95.2
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(107.2
|
)
|
|
Years ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Banco Bradesco Brazilian Venture revenue
|
$
|
277.4
|
|
|
$
|
296.2
|
|
|
$
|
287.6
|
|
FNF data processing services revenue (1)
|
—
|
|
|
—
|
|
|
30.2
|
|
|||
Ceridian data processing and services revenue (1)
|
—
|
|
|
—
|
|
|
74.0
|
|
|||
Total related party revenues
|
$
|
277.4
|
|
|
$
|
296.2
|
|
|
$
|
391.8
|
|
|
2014
|
|
2013
|
||||
Land
|
$
|
28.1
|
|
|
$
|
28.1
|
|
Buildings
|
186.9
|
|
|
182.0
|
|
||
Leasehold improvements
|
111.7
|
|
|
97.0
|
|
||
Computer equipment
|
718.6
|
|
|
629.5
|
|
||
Furniture, fixtures, and other equipment
|
159.1
|
|
|
140.8
|
|
||
|
1,204.4
|
|
|
1,077.4
|
|
||
Accumulated depreciation and amortization
|
(721.1
|
)
|
|
(638.4
|
)
|
||
|
$
|
483.3
|
|
|
$
|
439.0
|
|
|
FSG
|
|
PSG
|
|
ISG
|
|
Total
|
||||||||
Balance, December 31, 2012
|
$
|
3,949.0
|
|
|
$
|
3,833.2
|
|
|
$
|
599.3
|
|
|
$
|
8,381.5
|
|
Goodwill acquired during 2013
|
115.7
|
|
|
—
|
|
|
2.8
|
|
|
118.5
|
|
||||
Purchase price and foreign currency adjustments
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
||||
Balance, December 31, 2013
|
4,064.7
|
|
|
3,833.1
|
|
|
602.2
|
|
|
8,500.0
|
|
||||
Goodwill acquired during 2014
|
74.2
|
|
|
—
|
|
|
329.8
|
|
|
404.0
|
|
||||
Purchase price and foreign currency adjustments
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
|
(26.4
|
)
|
||||
Balance, December 31, 2014
|
$
|
4,138.9
|
|
|
$
|
3,833.1
|
|
|
$
|
905.6
|
|
|
$
|
8,877.6
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer relationships
|
$
|
2,761.7
|
|
|
$
|
(1,600.5
|
)
|
|
$
|
1,161.2
|
|
Trademarks
|
122.8
|
|
|
(16.0
|
)
|
|
106.8
|
|
|||
|
$
|
2,884.5
|
|
|
$
|
(1,616.5
|
)
|
|
$
|
1,268.0
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer relationships
|
$
|
2,688.8
|
|
|
$
|
(1,455.1
|
)
|
|
$
|
1,233.7
|
|
Trademarks
|
118.8
|
|
|
(13.2
|
)
|
|
105.6
|
|
|||
|
$
|
2,807.6
|
|
|
$
|
(1,468.3
|
)
|
|
$
|
1,339.3
|
|
2015
|
$
|
220.8
|
|
2016
|
212.0
|
|
|
2017
|
206.7
|
|
|
2018
|
205.5
|
|
|
2019
|
206.0
|
|
|
2014
|
|
2013
|
||||
Software from business acquisitions
|
$
|
519.2
|
|
|
$
|
535.6
|
|
Capitalized software development costs
|
953.1
|
|
|
847.6
|
|
||
Purchased software
|
120.3
|
|
|
174.3
|
|
||
Computer software
|
1,592.6
|
|
|
1,557.5
|
|
||
Accumulated amortization
|
(699.2
|
)
|
|
(701.0
|
)
|
||
Computer software, net of accumulated amortization
|
$
|
893.4
|
|
|
$
|
856.5
|
|
|
2014
|
|
2013
|
||||
Installations and conversions in progress
|
$
|
17.9
|
|
|
$
|
10.9
|
|
Installations and conversions completed, net
|
90.8
|
|
|
107.9
|
|
||
Sales commissions and other, net
|
104.5
|
|
|
88.0
|
|
||
Total deferred contract costs
|
$
|
213.2
|
|
|
$
|
206.8
|
|
|
2014
|
|
2013
|
||||
Salaries and incentives
|
$
|
137.6
|
|
|
$
|
163.7
|
|
Accrued benefits and payroll taxes
|
53.9
|
|
|
58.9
|
|
||
Trade accounts payable
|
186.8
|
|
|
147.0
|
|
||
Accrued claims and claims payable
|
20.8
|
|
|
26.8
|
|
||
Accrued interest payable
|
21.8
|
|
|
40.9
|
|
||
Taxes other than income tax
|
47.5
|
|
|
45.4
|
|
||
Capco acquisition related liabilities
|
61.1
|
|
|
69.4
|
|
||
Other accrued liabilities
|
200.8
|
|
|
215.9
|
|
||
Total accounts payable and accrued liabilities
|
$
|
730.3
|
|
|
$
|
768.0
|
|
|
2014
|
|
2013
|
||||
Term Loan A-4, quarterly principal amortization (1)
|
$
|
1,300.0
|
|
|
$
|
1,962.5
|
|
Senior Notes due 2017, interest payable semi-annually at 1.450%
|
300.0
|
|
|
—
|
|
||
Senior Notes due 2018, interest payable semi-annually at 2.000%
|
250.0
|
|
|
250.0
|
|
||
Senior Notes due 2020, interest payable semi-annually at 7.875%
|
—
|
|
|
500.0
|
|
||
Senior Notes due 2022, interest payable semi-annually at 5.000%
|
700.0
|
|
|
700.0
|
|
||
Senior Notes due 2023, interest payable semi-annually at 3.500%
|
1,000.0
|
|
|
1,000.0
|
|
||
Senior Notes due 2024, interest payable semi-annually at 3.875%
|
700.0
|
|
|
—
|
|
||
Revolving Loan, (2)
|
795.0
|
|
|
29.0
|
|
||
Other
|
22.7
|
|
|
27.1
|
|
||
|
5,067.7
|
|
|
4,468.6
|
|
||
Current portion
|
(13.1
|
)
|
|
(128.8
|
)
|
||
Long-term debt, excluding current portion
|
$
|
5,054.6
|
|
|
$
|
4,339.8
|
|
(1)
|
Interest on the Term Loans A-4 is generally payable at LIBOR plus an applicable margin of up to
1.75%
based upon the Company's corporate credit ratings and the ratings on the FIS Credit Agreement. As of
December 31, 2014
, the weighted average interest rate on the Term Loans A-4 was
1.41%
.
|
(2)
|
Interest on the Revolving Loan is generally payable at LIBOR plus an applicable margin of up to
1.75%
plus an unused commitment fee of up to
0.25%
, each based upon the Company's corporate credit ratings and the ratings on the FIS Credit Agreement. As of
December 31, 2014
, the applicable margin on the Revolving Loan, excluding facility fees and unused commitment fees, was
1.25%
.
|
|
|
Term Loan A-4
|
|
2017 Notes
|
|
2018 Notes
|
|
2022 Notes
|
|
2023 Notes
|
|
2024 Notes
|
|
Total
|
||||||||||||||
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||||||
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
2017
|
|
1,300.0
|
|
|
300.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,600.0
|
|
|||||||
2018
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|||||||
2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Thereafter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700.0
|
|
|
1,000.0
|
|
|
700.0
|
|
|
2,400.0
|
|
|||||||
Total
|
|
$
|
1,300.0
|
|
|
$
|
300.0
|
|
|
$
|
250.0
|
|
|
$
|
700.0
|
|
|
$
|
1,000.0
|
|
|
$
|
700.0
|
|
|
$
|
4,250.0
|
|
Effective date
|
|
Termination date
|
|
Notional amount
|
|
Bank pays
variable rate of
|
|
FIS pays
fixed rate of
|
|
|||
July 1, 2012
|
|
July 1, 2015
|
|
300.0
|
|
|
One Month LIBOR (1)
|
|
0.58
|
%
|
(2)
|
|
February 3, 2014
|
|
February 1, 2017
|
|
400.0
|
|
|
One Month LIBOR (1)
|
|
0.89
|
%
|
(2)
|
|
|
|
|
|
$
|
700.0
|
|
|
|
|
|
|
|
(1)
|
0.17%
in effect as of
December 31, 2014
.
|
(2)
|
Does not include the applicable margin and facility fees paid to lenders on term loans and revolving loans as described above.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||
|
Balance sheet location
|
|
Fair
value
|
|
Balance sheet location
|
|
Fair
value
|
||||
Interest rate swap contracts
|
Accounts payable and accrued liabilities
|
|
$
|
0.7
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
2.5
|
|
Interest rate swap contracts
|
Other long-term liabilities
|
|
0.9
|
|
|
Other long-term liabilities
|
|
1.9
|
|
|
|
Amount of gain (loss) recognized
in AOCE on derivatives
|
||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest rate swap contracts
|
|
$
|
(3.5
|
)
|
|
$
|
0.5
|
|
|
$
|
(11.0
|
)
|
|
|
Amount of gain (loss) reclassified
from AOCE into income
|
||||||||||
Location of gain (loss) reclassified from AOCE into income
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest expense
|
|
$
|
(6.3
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(7.7
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
248.2
|
|
|
$
|
232.2
|
|
|
$
|
183.1
|
|
State
|
32.1
|
|
|
27.2
|
|
|
38.7
|
|
|||
Foreign
|
63.7
|
|
|
49.3
|
|
|
33.2
|
|
|||
Total current provision
|
$
|
344.0
|
|
|
$
|
308.7
|
|
|
$
|
255.0
|
|
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(3.6
|
)
|
|
$
|
0.2
|
|
|
$
|
14.5
|
|
State
|
(2.3
|
)
|
|
(1.1
|
)
|
|
0.8
|
|
|||
Foreign
|
(3.0
|
)
|
|
1.1
|
|
|
(0.2
|
)
|
|||
Total deferred provision
|
(8.9
|
)
|
|
0.2
|
|
|
15.1
|
|
|||
Total provision for income taxes
|
$
|
335.1
|
|
|
$
|
308.9
|
|
|
$
|
270.1
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
789.3
|
|
|
$
|
753.8
|
|
|
$
|
653.2
|
|
Foreign
|
264.1
|
|
|
69.7
|
|
|
175.1
|
|
|||
Total
|
$
|
1,053.4
|
|
|
$
|
823.5
|
|
|
$
|
828.3
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Tax expense per statements of earnings
|
$
|
335.1
|
|
|
$
|
308.9
|
|
|
$
|
270.1
|
|
Tax expense attributable to discontinued operations
|
(3.9
|
)
|
|
2.3
|
|
|
68.2
|
|
|||
Unrealized (loss) gain on investments and derivatives
|
1.0
|
|
|
0.4
|
|
|
0.7
|
|
|||
Unrealized (loss) gain on foreign currency translation
|
(4.6
|
)
|
|
(5.8
|
)
|
|
(0.4
|
)
|
|||
Other components of other comprehensive income
|
(3.1
|
)
|
|
(0.1
|
)
|
|
(2.0
|
)
|
|||
Total income tax expense (benefit) allocated to other comprehensive income
|
(6.7
|
)
|
|
(5.5
|
)
|
|
(1.7
|
)
|
|||
Tax benefit from exercise of stock options
|
(39.5
|
)
|
|
(40.4
|
)
|
|
(31.1
|
)
|
|||
Total income tax expense
|
$
|
285.0
|
|
|
$
|
265.3
|
|
|
$
|
305.5
|
|
|
2014
|
|
2013
|
||||
Deferred income tax assets:
|
|
|
|
|
|
||
Net operating loss carryforwards
|
$
|
183.2
|
|
|
$
|
155.8
|
|
Employee benefit accruals
|
55.5
|
|
|
62.0
|
|
||
Deferred revenue
|
43.7
|
|
|
38.0
|
|
||
Foreign currency translation adjustment
|
28.9
|
|
|
24.4
|
|
||
Accruals
|
27.1
|
|
|
30.0
|
|
||
Foreign tax credit carryforwards
|
12.7
|
|
|
24.4
|
|
||
State taxes
|
11.8
|
|
|
10.6
|
|
||
Allowance for doubtful accounts
|
3.6
|
|
|
4.4
|
|
||
Interest rate swaps
|
0.5
|
|
|
1.5
|
|
||
Total gross deferred income tax assets
|
367.0
|
|
|
351.1
|
|
||
Less valuation allowance
|
(121.7
|
)
|
|
(97.7
|
)
|
||
Total deferred income tax assets
|
245.3
|
|
|
253.4
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Amortization of goodwill and intangible assets
|
899.5
|
|
|
871.6
|
|
||
Deferred contract costs
|
91.1
|
|
|
82.2
|
|
||
Depreciation
|
48.4
|
|
|
49.1
|
|
||
Other
|
7.5
|
|
|
6.8
|
|
||
Total deferred income tax liabilities
|
1,046.5
|
|
|
1,009.7
|
|
||
Net deferred income tax liability
|
$
|
801.2
|
|
|
$
|
756.3
|
|
|
2014
|
|
2013
|
||||
Current assets
|
$
|
67.4
|
|
|
$
|
58.9
|
|
Noncurrent assets (included in other noncurrent assets)
|
9.5
|
|
|
10.5
|
|
||
Total deferred income tax assets
|
76.9
|
|
|
69.4
|
|
||
Current liabilities (included in accounts payable and accrued liabilities)
|
(3.7
|
)
|
|
(2.1
|
)
|
||
Noncurrent liabilities
|
(874.4
|
)
|
|
(823.6
|
)
|
||
Net deferred income tax liability
|
$
|
(801.2
|
)
|
|
$
|
(756.3
|
)
|
|
Gross Amount
|
||
Amounts of unrecognized tax benefits as of January 1, 2013
|
$
|
40.4
|
|
Amount of decreases due to lapse of the applicable statute of limitations
|
(2.8
|
)
|
|
Amount of decreases due to settlements
|
(12.7
|
)
|
|
Increases as a result of tax positions taken in a prior period
|
4.3
|
|
|
Amount of unrecognized tax benefit as of December 31, 2013
|
29.2
|
|
|
Amount of decreases due to lapse of the applicable statute of limitations
|
(2.4
|
)
|
|
Amount of decreases due to settlements
|
(14.1
|
)
|
|
Increases as a result of tax positions taken in the current period
|
2.6
|
|
|
Increases as a result of tax positions taken in a prior period
|
3.1
|
|
|
Amount of unrecognized tax benefit as of December 31, 2014
|
$
|
18.4
|
|
•
|
These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities.
|
•
|
The Company reviews all of its litigation 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 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 material loss may be 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 litigation matters are expensed as incurred.
|
2015
|
$
|
62.3
|
|
2016
|
56.7
|
|
|
2017
|
45.2
|
|
|
2018
|
34.2
|
|
|
2019
|
23.9
|
|
|
Thereafter
|
44.3
|
|
|
Total
|
$
|
266.6
|
|
|
FIS Plan
|
MV Plan
|
FIS Restated Plan
|
|||
Available for grant as of December 31, 2012
|
1.8
|
|
8.5
|
|
—
|
|
Granted in 2013
|
—
|
|
—
|
|
4.2
|
|
Outstanding as of December 31, 2013
|
—
|
|
—
|
|
13.5
|
|
Available for grant as of December 31, 2013
|
—
|
|
—
|
|
11.7
|
|
Granted in 2014
|
—
|
|
—
|
|
4.4
|
|
Outstanding as of December 31, 2014
|
—
|
|
—
|
|
15.3
|
|
Available for grant as of December 31, 2014
|
—
|
|
—
|
|
6.7
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|||
Balance, December 31, 2011
|
30.4
|
|
|
$
|
21.78
|
|
Granted
|
2.0
|
|
|
33.97
|
|
|
Exercised
|
(16.2
|
)
|
|
20.62
|
|
|
Cancelled
|
(0.4
|
)
|
|
25.50
|
|
|
Balance, December 31, 2012
|
15.8
|
|
|
24.39
|
|
|
Granted
|
4.2
|
|
|
48.64
|
|
|
Exercised
|
(6.1
|
)
|
|
22.64
|
|
|
Cancelled
|
(0.1
|
)
|
|
31.58
|
|
|
Balance, December 31, 2013
|
13.8
|
|
|
32.49
|
|
|
Granted
|
4.4
|
|
|
58.72
|
|
|
Exercised
|
(2.7
|
)
|
|
22.69
|
|
|
Cancelled
|
(0.1
|
)
|
|
46.21
|
|
|
Balance, December 31, 2014
|
15.4
|
|
|
41.56
|
|
|
Outstanding Options
|
|
Exercisable Options
|
||||||||||||||||||||||
Range of Exercise Price
|
Number
of
Options
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Intrinsic
Value as of
December 31,
2014 (a)
|
|
Number of Options
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Intrinsic
Value as of
December 31,
2014 (a)
|
||||||||||
|
(In millions)
|
|
|
|
|
|
(In millions)
|
|
(In millions)
|
|
|
|
|
|
(In millions)
|
||||||||||
$ 0.00 - $22.55
|
1.7
|
|
|
1.83
|
|
$
|
20.05
|
|
|
$
|
69.9
|
|
|
1.7
|
|
|
1.83
|
|
$
|
20.05
|
|
|
$
|
69.9
|
|
$22.56 - $25.76
|
1.7
|
|
|
3.82
|
|
25.66
|
|
|
61.9
|
|
|
1.7
|
|
|
3.82
|
|
25.66
|
|
|
61.9
|
|
||||
$25.77 - $27.40
|
2.0
|
|
|
2.81
|
|
27.10
|
|
|
69.2
|
|
|
2.0
|
|
|
2.81
|
|
27.10
|
|
|
69.2
|
|
||||
$27.41 - $34.33
|
1.6
|
|
|
4.58
|
|
33.50
|
|
|
45.1
|
|
|
1.0
|
|
|
4.46
|
|
33.27
|
|
|
29.3
|
|
||||
$34.34 - $48.75
|
4.1
|
|
|
5.83
|
|
48.66
|
|
|
55.6
|
|
|
0.0
|
|
|
5.14
|
|
39.54
|
|
|
0.6
|
|
||||
$48.76 - $64.04
|
4.3
|
|
|
6.86
|
|
58.72
|
|
|
15.1
|
|
|
—
|
|
|
N/A
|
|
—
|
|
|
—
|
|
||||
$ 0.00 - $64.04
|
15.4
|
|
|
4.95
|
|
$
|
41.56
|
|
|
$
|
316.8
|
|
|
6.4
|
|
|
3.10
|
|
$
|
25.91
|
|
|
$
|
230.9
|
|
(a)
|
Intrinsic value is based on a closing stock price as of
December 31, 2014
of
$62.20
.
|
|
2014
|
|
2013
|
|
2012
|
|||
Risk free interest rate
|
1.4
|
%
|
|
1.0
|
%
|
|
0.6
|
%
|
Volatility
|
21.2
|
%
|
|
23.3
|
%
|
|
35.8
|
%
|
Dividend yield
|
1.6
|
%
|
|
1.8
|
%
|
|
2.4
|
%
|
Weighted average expected life (years)
|
4.2
|
|
|
4.2
|
|
|
4.3
|
|
|
FSG
|
|
PSG
|
|
ISG
|
|
Corporate
and Other
|
|
Total
|
||||||||||
Processing and services revenues
|
$
|
2,494.0
|
|
|
$
|
2,504.8
|
|
|
$
|
1,417.3
|
|
|
$
|
(2.3
|
)
|
|
$
|
6,413.8
|
|
Operating expenses
|
1,678.2
|
|
|
1,541.0
|
|
|
1,181.3
|
|
|
742.7
|
|
|
5,143.2
|
|
|||||
Operating income
|
$
|
815.8
|
|
|
$
|
963.8
|
|
|
$
|
236.0
|
|
|
$
|
(745.0
|
)
|
|
1,270.6
|
|
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
(217.2
|
)
|
|||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
$
|
1,053.4
|
|
||||||||
Depreciation and amortization
|
$
|
164.2
|
|
|
$
|
82.3
|
|
|
$
|
83.6
|
|
|
$
|
296.2
|
|
|
$
|
626.3
|
|
Capital expenditures (1)
|
$
|
219.0
|
|
|
$
|
62.0
|
|
|
$
|
105.1
|
|
|
$
|
11.2
|
|
|
$
|
397.3
|
|
Total assets
|
$
|
5,762.4
|
|
|
$
|
5,015.5
|
|
|
$
|
2,304.0
|
|
|
$
|
1,435.1
|
|
|
$
|
14,517.0
|
|
Goodwill
|
$
|
4,138.9
|
|
|
$
|
3,833.1
|
|
|
$
|
905.6
|
|
|
$
|
—
|
|
|
$
|
8,877.6
|
|
|
FSG
|
|
PSG
|
|
ISG
|
|
Corporate
and Other
|
|
Total
|
||||||||||
Processing and services revenues
|
$
|
2,344.4
|
|
|
$
|
2,454.9
|
|
|
$
|
1,266.6
|
|
|
$
|
(2.5
|
)
|
|
$
|
6,063.4
|
|
Operating expenses
|
1,562.6
|
|
|
1,496.5
|
|
|
1,070.3
|
|
|
871.1
|
|
|
5,000.5
|
|
|||||
Operating income
|
$
|
781.8
|
|
|
$
|
958.4
|
|
|
$
|
196.3
|
|
|
$
|
(873.6
|
)
|
|
1,062.9
|
|
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
(239.4
|
)
|
|||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
$
|
823.5
|
|
||||||||
Depreciation and amortization
|
$
|
159.3
|
|
|
$
|
79.7
|
|
|
$
|
75.4
|
|
|
$
|
300.2
|
|
|
$
|
614.6
|
|
Capital expenditures
|
$
|
211.1
|
|
|
$
|
60.3
|
|
|
$
|
71.0
|
|
|
$
|
10.7
|
|
|
$
|
353.1
|
|
Total assets
|
$
|
5,427.9
|
|
|
$
|
5,025.4
|
|
|
$
|
2,013.6
|
|
|
$
|
1,491.0
|
|
|
$
|
13,957.9
|
|
Goodwill
|
$
|
4,064.7
|
|
|
$
|
3,833.1
|
|
|
$
|
602.2
|
|
|
$
|
—
|
|
|
$
|
8,500.0
|
|
|
FSG
|
|
PSG
|
|
ISG
|
|
Corporate
and Other
|
|
Total
|
||||||||||
Processing and services revenues
|
$
|
2,246.4
|
|
|
$
|
2,380.6
|
|
|
$
|
1,168.7
|
|
|
$
|
0.1
|
|
|
$
|
5,795.8
|
|
Operating expenses
|
1,530.2
|
|
|
1,499.4
|
|
|
969.4
|
|
|
720.5
|
|
|
4,719.5
|
|
|||||
Operating income
|
$
|
716.2
|
|
|
$
|
881.2
|
|
|
$
|
199.3
|
|
|
$
|
(720.4
|
)
|
|
1,076.3
|
|
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
(248.0
|
)
|
|||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
$
|
828.3
|
|
||||||||
Depreciation and amortization
|
$
|
168.0
|
|
|
$
|
86.8
|
|
|
$
|
73.1
|
|
|
$
|
294.9
|
|
|
$
|
622.8
|
|
Capital expenditures
|
$
|
186.7
|
|
|
$
|
47.6
|
|
|
$
|
50.7
|
|
|
$
|
12.4
|
|
|
$
|
297.4
|
|
Total assets
|
$
|
5,256.0
|
|
|
$
|
4,806.1
|
|
|
$
|
1,841.0
|
|
|
$
|
1,642.9
|
|
|
$
|
13,546.0
|
|
Goodwill
|
$
|
3,949.0
|
|
|
$
|
3,833.2
|
|
|
$
|
599.3
|
|
|
$
|
—
|
|
|
$
|
8,381.5
|
|
|
|
|
|
|
|
Total cost of shares
|
|||||
|
|
|
|
|
|
purchased as part of
|
|||||
|
|
Total number of
|
|
Average price
|
|
publicly announced
|
|||||
Year ended
|
|
shares purchased
|
|
paid per share
|
|
plans or programs
|
|||||
December 31, 2014
|
|
8.7
|
|
|
$
|
54.89
|
|
|
$
|
475.5
|
|
December 31, 2013
|
|
10.7
|
|
|
$
|
44.58
|
|
|
$
|
475.9
|
|
December 31, 2012 *
|
|
14.0
|
|
|
$
|
32.24
|
|
|
$
|
451.4
|
|
December 31, 2011
|
|
15.0
|
|
|
$
|
26.61
|
|
|
$
|
399.2
|
|
December 31, 2010
|
|
1.4
|
|
|
$
|
22.97
|
|
|
$
|
32.2
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(1)
|
Financial Statement Schedules: All schedules have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or Notes to the Consolidated Financial Statements.
|
(2)
|
Exhibits: The following is a complete list of exhibits included as part of this report, including those incorporated by reference. A list of those documents filed with this report is set forth on the Exhibit Index appearing elsewhere in this report and is incorporated by reference.
|
|
|
Incorporated by Reference
|
|
|||||
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
||
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
||
3.1
|
|
Amended and Restated Articles of Incorporation of Fidelity National Information Services, Inc.
|
8-K
|
001-16427
|
3.1
|
|
2/6/2006
|
|
3.2
|
|
Amendment To Articles of Incorporation of Fidelity National Information Services, Inc.
|
10-K
|
001-16427
|
3.2
|
|
2/26/2013
|
|
3.3
|
|
Amendment To Articles of Incorporation of Fidelity National Information Services, Inc.
|
10-Q
|
001-16427
|
3.1
|
|
8/7/2014
|
|
3.4
|
|
Third Amended and Restated Bylaws of Fidelity National Information Services, Inc.
|
8-K
|
001-16427
|
3.1
|
|
8/13/2013
|
|
4.1
|
|
Registration Rights Agreement, dated as of February 1, 2006, among Fidelity National Information Services, Inc. and the security holders named therein
|
8-K
|
001-16427
|
99.1
|
|
2/6/2006
|
|
4.2
|
|
Form of certificate representing Fidelity National Information Services, Inc. Common Stock
|
S-3ASR
|
333-131593
|
4.3
|
|
2/6/2006
|
|
4.3
|
|
Fifth Amendment and Restatement Agreement, dated as of December 18, 2014, by and among FIS, each lender party thereto and the Administrative Agent, together with its Schedules, Exhibits and Annex, including the Fifth Amended and Restated Credit Agreement dated as of December 18, 2014.
|
8-K
|
001-16427
|
10.1
|
|
12/18/2014
|
|
4.4
|
|
Indenture, dated as of March 19, 2012, among FIS, as issuer, the subsidiaries of FIS listed on the signature page thereto, as guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee
|
8-K
|
001-16427
|
4.1
|
|
3/20/2012
|
|
4.5
|
|
Indenture, dated as of April 15, 2013, among FIS, the Guarantors and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee
|
8-K
|
001-16427
|
4.1
|
|
4/15/2013
|
|
4.6
|
|
First Supplemental Indenture, dated as of April 15, 2013, among FIS, each of the Guarantors and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee
|
8-K
|
001-16427
|
4.2
|
|
4/15/2013
|
|
4.7
|
|
Second Supplemental Indenture, dated as of April 15, 2013, among FIS, each of the Guarantors and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee
|
8-K
|
001-16427
|
4.3
|
|
4/15/2013
|
|
4.8
|
|
Third Supplemental Indenture, dated as of June 3, 2014, among FIS, each of the Guarantors and the Bank of New York Mellon Trust Company, N.A. a national banking association, as trustee
|
8-K
|
001-16427
|
4.1
|
|
6/3/2014
|
|
|
|
Incorporated by Reference
|
|
|||||
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
||
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
||
4.9
|
|
Fourth Supplemental Indenture, dated as of June 3, 2014, among FIS, each of the Guarantors and the Bank of New York Mellon Trust Company, N.A. a national banking association, as trustee
|
8-K
|
001-16427
|
4.2
|
|
6/3/2014
|
|
10.1
|
|
Tax Disaffiliation Agreement, dated as of October 23, 2006, by and among Fidelity National Financial, Inc., Fidelity National Title Group, Inc. and Fidelity National Information Services, Inc.
|
8-K
|
001-16427
|
99.1
|
|
10/27/2006
|
|
10.2
|
|
Cross-Indemnity Agreement, dated as of October 23, 2006 by and between Fidelity National Information Services, Inc. and Fidelity National Title Group, Inc.
|
8-K
|
001-16427
|
99.2
|
|
10/27/2006
|
|
10.3
|
|
Certegy Inc. Deferred Compensation Plan, effective as of June 15, 2001
|
10-K405
|
001-16427
|
10.3
|
|
3/25/2002
|
|
10.4
|
|
Certegy 2002 Bonus Deferral Program Terms and Conditions
|
10-K405
|
001-16427
|
10.3
|
|
3/25/2002
|
|
10.5
|
|
Certegy Inc. Officers' Group Personal Excess Liability Insurance Plan
|
10-K405
|
001-16427
|
10.30
|
|
3/25/2002
|
|
10.6
|
|
Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan Split Dollar Life Insurance Agreement, effective as of November 7, 2003
|
10-K
|
001-16427
|
10.40
|
|
2/17/2004
|
|
10.7
|
|
Form of Certegy Inc. Non-Qualified Stock Option Agreement
|
10-K
|
001-16427
|
10.5
|
|
3/11/2005
|
|
10.8
|
|
Form of Non-Qualified Stock Option Agreement
|
8-K
|
001-16427
|
99.1
|
|
2/6/2006
|
|
10.9
|
|
Form of Non-Qualified Stock Option Agreement
|
8-K
|
001-16427
|
99.1
|
|
2/6/2006
|
|
10.10
|
|
Amended and Restated Certegy Inc. Stock Incentive Plan, effective as of June 15, 2001 and amended and restated as of October 23, 2006
|
S-4/A
|
333-135845
|
Annex B
|
|
9/19/2006
|
|
10.11
|
|
Grantor Trust Agreement, dated as of July 8, 2001, between Certegy Inc. and Wachovia Bank, N.A.
|
10-K405
|
001-16427
|
10.2
|
|
3/25/2002
|
|
10.12
|
|
Grantor Trust Agreement, dated as of July 8, 2001 and amended and restated as of December 5, 2003, between Certegy Inc. and Wachovia Bank, N.A.
|
10-K
|
001-16427
|
10.15(a)
|
|
2/17/2004
|
|
10.13
|
|
Form of Stock Option Agreement and Notice of Stock Option Grant under Fidelity National Information Services, Inc. 2005 Stock Incentive Plan
|
8-K
|
|
99.1
|
|
8/25/2005
|
|
10.14
|
|
Fidelity National Financial, Inc. 2004 Omnibus Incentive Plan, effective as of December 16, 2004
|
Schedule 14A
|
|
Annex A
|
11/15/2004
|
|
|
10.15
|
|
Form of Notice of Stock Option Grant and Stock Option Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan
|
10-K
|
001-16427
|
10.5
|
|
2/27/2009
|
|
10.16
|
|
Fidelity National Information Services, Inc. Employee Stock Purchase Plan, effective as of March 16, 2006
|
S-4/A
|
333-135845
|
Annex C
|
9/19/2006
|
|
|
|
Incorporated by Reference
|
|
|||||
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
||
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
||
10.17
|
|
Amended and Restated Metavante 2007 Equity Incentive Plan
|
S-8
|
333-158960
|
10.1
|
|
10/1/2009
|
|
10.18
|
|
Form of Metavante Non-Statutory Stock Option Award - Certificate of Award Agreement for grants made between November 2007 and October 2008
|
Metavante Technologies, Inc. 8-K
|
001-33747
|
10.10(a)
|
11/6/2007
|
|
|
10.19
|
|
Form of Metavante Non-Statutory Stock Option Award - Certificate of Award Agreement for grants made in November 2008
|
Metavante Technologies, Inc.10-K
|
001-33747
|
10.10(b)
|
2/20/2009
|
|
|
10.20
|
|
Form of Stock Option Agreement for grants made in November 2009 under the Amended and Restated Metavante 2007 Equity Incentive Plan
|
10-K
|
001-16427
|
10.44
|
|
2/26/2010
|
|
10.21
|
|
Form of Stock Option grant issued under Amended and Restated Metavante 2007 Equity Incentive Plan - Certificate of Option Agreement for grants made in October 2010
|
10-K
|
001-16427
|
10.70
|
|
2/25/2011
|
|
10.22
|
|
Fidelity National Information Services, Inc. Annual Incentive Plan, effective as of October 23, 2006
|
S-4/A
|
333-135845
|
Annex D
|
9/19/2006
|
|
|
10.23
|
|
Acceleration, Change of Role and Non-Competition Agreement, dated as of March 30, 2012, by and among Fidelity National Information Services, Inc. and William P. Foley II
|
10-Q
|
001-16427
|
10.10
|
|
5/4/2012
|
|
10.24
|
|
Form of Fidelity National Information Services, Inc. (f/k/a Certegy Inc.) Non-Qualified Stock Option Agreement
|
10-K
|
001-16427
|
10.6
|
|
3/1/2007
|
|
10.25
|
|
Employment Agreement, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc. and Frank R. Martire
|
S-4
|
333-158960
|
10.1
|
|
5/4/2009
|
|
10.26
|
|
Amendment to the Employment Agreement by and between Fidelity National Information Services, Inc. and Frank R. Martire, effective as of December 1, 2009
|
8-K
|
001-16427
|
10.1
|
|
12/3/2009
|
|
10.27
|
|
Amendment No. 1 to Employment Agreement, effective as of March 30, 2012, by and among Fidelity National Information Services, Inc. and Frank R. Martire
|
10-Q
|
001-16427
|
10.3
|
|
5/4/2012
|
|
10.28
|
|
Amendment to Employment Agreement, effective as of January 1, 2015, by and among Fidelity National Information Services, Inc. and Frank R. Martire
|
|
|
|
|
|
*
|
10.29
|
|
Amended and Restated Employment Agreement, effective as of December 29, 2009, by and among Fidelity National Information Services, Inc. and Gary A. Norcross
|
8-K
|
001-16427
|
10.1
|
|
12/29/2009
|
|
|
|
Incorporated by Reference
|
|
|||||
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
||
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
||
10.30
|
|
Amendment No. 1 to Amended and Restated Employment Agreement, effective as of March 30, 2012, by and among Fidelity National Information Services, Inc., and Gary A. Norcross
|
10-Q
|
001-16427
|
10.4
|
|
5/4/2012
|
|
10.31
|
|
Amendment to Employment Agreement, effective as of January 1, 2015, by and among Fidelity National Information Services, Inc., and Gary A. Norcross
|
|
|
|
|
*
|
|
10.32
|
|
Employment Agreement, effective as of October 1, 2009, by and among Fidelity National Information Services, Inc. and James W. Woodall
|
8-K
|
|
10.1
|
|
10/2/2009
|
|
10.33
|
|
Amendment to Employment Agreement, effective as of January 29, 2013, by and between Fidelity National Information Services, Inc., and James W. Woodall
|
10-K
|
001-16427
|
10.5
|
|
2/28/2014
|
|
10.34
|
|
Second Amendment to Employment Agreement, effective as of March 15, 2013, by and between Fidelity National Information Services, Inc., and James W. Woodall
|
10-K
|
001-16427
|
10.5
|
|
2/28/2014
|
|
10.35
|
|
Employment Agreement, effective as of October 1, 2009, by and among Fidelity National Information Services, Inc., and Michael P. Oates
|
10-K
|
001-16427
|
10.43
|
|
2/28/2014
|
|
10.36
|
|
Amendment No. 1 to Employment Agreement, effective as of February 8, 2012, by and among Fidelity National Information Services, Inc., and Michael P. Oates
|
10-K
|
001-16427
|
10.4
|
|
2/28/2014
|
|
10.37
|
|
Amendment No. 2 to Employment Agreement, effective as of January 29, 2013, by and among Fidelity National Information Services, Inc., and Michael P. Oates
|
10-K
|
001-16427
|
10.8
|
|
2/26/2013
|
|
10.38
|
|
Employment Agreement, effective as of April 16, 2012, by and among Fidelity National Information Services, Inc., and Gregory G. Montana
|
10-K
|
001-16427
|
10.8
|
|
2/26/2013
|
|
10.39
|
|
Employment Agreement, effective as of May 1, 2013, by and between Fidelity National Information Services, Inc. and Peter Smith
|
10-K
|
001-16427
|
10.5
|
|
2/28/2014
|
|
10.40
|
|
Form of Stock Option grant issued under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan - Certificate of Option Agreement for grants made in October 2010
|
10-K
|
001-16427
|
10.7
|
|
2/25/2011
|
|
|
|
Incorporated by Reference
|
|
|||||
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
||
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
||
10.41
|
|
Form of Stock Option grant issued under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan - Certificate of Option Agreement for grants made in April, June, September and October 2010
|
10-K
|
001-16427
|
10.7
|
|
2/25/2011
|
|
10.42
|
|
Form of Restricted Stock Grant for Directors under Fidelity National Information Services, Inc., 2008 Omnibus Incentive Plan for grants made in November 2012
|
10-K
|
001-16427
|
10.5
|
|
2/28/2014
|
|
10.43
|
|
Form of Restricted Stock Grant for Employees under Fidelity National Information Services, Inc., 2008 Omnibus Incentive Plan for grants made in November 2012
|
10-K
|
001-16427
|
10.5
|
|
2/28/2014
|
|
10.44
|
|
Form of Restricted Stock Grant for Employees under Fidelity National Information Services, Inc., pursuant to the Amended and Restated 2008 Omnibus Incentive Plan for grants made in November 2012
|
10-K
|
001-16427
|
10.6
|
|
2/28/2014
|
|
10.45
|
|
Form of Restricted Stock Grant for Directors under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in October and December 2013
|
10-K
|
001-16427
|
10.6
|
|
2/28/2014
|
|
10.46
|
|
Form of Non-Statutory Stock Option Award under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in October and December 2013
|
10-K
|
001-16427
|
10.57
|
|
2/28/2014
|
|
10.47
|
|
Form of Restricted Stock Grant for Employees under Fidelity National Information Services, Inc. amended and restated 2008 Omnibus Incentive Plan for grants made in October 2013
|
10-K
|
001-16427
|
10.6
|
|
2/28/2014
|
|
10.48
|
|
Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, as amended and restated effective May 29, 2013
|
DEF 14A
|
001-16427
|
Annex A
|
|
4/19/2013
|
|
10.49
|
|
Capco New Revenue Incentive Program for Executive Officers
|
10-K
|
001-16427
|
10.8
|
|
2/24/2012
|
|
10.50
|
|
Form of 2011 Award Agreement for Capco New Revenue Incentive Program for Executive Officers
|
10-K
|
001-16427
|
10.8
|
|
2/24/2012
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
*
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm (KPMG LLP).
|
|
|
|
|
*
|
|
|
Incorporated by Reference
|
|
|||
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
31.1
|
Certification of Gary A. .Norcross, Chief Executive Officer of Fidelity National Information Services, Inc., pursuant to rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
*
|
31.2
|
Certification of James W. Woodall Chief Financial Officer of Fidelity National Information Services, Inc., pursuant to rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
*
|
32.1
|
Certification of Gary A. Norcross, Chief Executive Officer of Fidelity National Information Services, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
*
|
32.2
|
Certification of James W. Woodall, Chief Financial Officer of Fidelity National Information Services, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
*
|
101.INS+
|
XBRL Instance Document
|
|
|
|
|
*
|
101.SCH+
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
*
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
*
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
*
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
*
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
*
|
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ GARY A. NORCROSS
|
|
|
|
Gary A. Norcross
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 27, 2015
|
By:
|
/s/ JAMES W. WOODALL
|
|
|
|
James W. Woodall
|
|
|
|
Corporate Executive Vice President and
|
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ PETER J.S. SMITH
|
|
|
|
Peter J.S. Smith
|
|
|
|
Corporate Senior Vice President and Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ FRANK R. MARTIRE
|
|
|
|
Frank R. Martire
|
|
|
|
Executive Chairman of the Board
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ WILLIAM P. FOLEY, II
|
|
|
|
William P. Foley, II
|
|
|
|
Vice Chairman of the Board
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ GARY A. NORCROSS
|
|
|
|
Gary A. Norcross
|
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ ELLEN R. ALEMANY
|
|
|
|
Ellen R. Alemany
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ THOMAS M. HAGERTY
|
|
|
|
Thomas M. Hagerty
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ KEITH W. HUGHES
|
|
|
|
Keith W. Hughes
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ DAVID K. HUNT
|
|
|
|
David K. Hunt
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ STEPHAN A. JAMES
|
|
|
|
Stephan A. James
|
|
|
|
Director
|
Date:
|
February 27, 2015
|
By:
|
/s/ RICHARD N. MASSEY
|
|
|
|
Richard N. Massey
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ LESLIE M. MUMA
|
|
|
|
Leslie M. Muma
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2015
|
By:
|
/s/ JAMES B. STALLINGS, JR.
|
|
|
|
James B. Stallings, Jr.
|
|
|
|
Director
|
“(c)
|
supplemental disability insurance sufficient to provide a benefit to Employee equal to two-thirds of Employee’s pre-disability Annual Base Salary until Employee reaches the age of 70, provided that such coverage is available in the market using traditional standards of underwriting;”
|
“(d)
|
an annual incentive bonus opportunity under Company's annual incentive plan for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Company ("Annual Bonus"). Employee's target Annual Bonus shall be no less than 200% of Employee's then current Annual Base Salary, with a maximum of up to 2 times target (collectively, the target and maximum Annual Bonus are referred to as the "Annual Bonus Opportunity"). Employee's Annual Bonus Opportunity may be periodically reviewed and increased by the Committee or the Board, but may not be decreased without
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
By: _
/s/ Michael P. Oates_____
Its: CEVP, General Counsel
|
|
FRANK MARTIRE
__
/s/ Frank Martire
__________
|
“(c)
|
Employee's target Annual Bonus shall be no less than 225% of Employee's then current Annual Base Salary, with a maximum of up to 2 times target (collectively, the target and maximum Annual Bonus are referred to as the "Annual Bonus Opportunity"); provided that Employee’s Annual Bonus is subject to the Company’s clawback policy, pursuant to which the Company may recoup all or a portion of any bonus paid if, after payment, there is a finding of fraud, a restatement of financial results, or errors or omissions discovered that call into question the business results on which the bonus was based.”
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
By: _
/s/ Michael P. Oates
_____
Its: CEVP, General Counsel
|
|
|
|
GARY NORCROSS
__
/s/ Gary Norcross
_____________
|
|
|
|
Company
|
|
Incorporation
|
|
|
|
11601 Roosevelt Boulevard Realty, LLC
|
|
Delaware
|
Advanced Financial Solutions, Inc.
|
|
Oklahoma
|
AGES Participacoes Ltda.
|
|
Brazil
|
Aircrown Limited
|
|
United Kingdom
|
Armed Forces Financial Network, LLC (50%)
|
|
Florida
|
Asset Exchange, Inc.
|
|
Delaware
|
Aurum Technology LLC
|
|
Delaware
|
BenchMark Consulting International Europe GmbH
|
|
Germany
|
BenchMark Consulting International N A, Inc.
|
|
Georgia
|
BenchMark Consulting International UK Limited
|
|
United Kingdom
|
C&E Holdings Luxembourg S.a.r.l.
|
|
Luxembourg
|
CapAfric Consulting (Pty) Ltd.
|
|
South Africa
|
Capco Belgium BVBA
|
|
Belgium
|
Capco Consulting Singapore Pte. Ltd.
|
|
Singapore
|
Capco Technologies Private Limited
|
|
India
|
Card Brazil Holdings, Inc.
|
|
Georgia
|
Card Brazil LLC
|
|
Georgia
|
Central Credit Services Limited
|
|
United Kingdom
|
Certegy Canada Company
|
|
Canada
|
Certegy Card Services B.V.
|
|
Netherlands
|
Certegy Card Services Limited
|
|
United Kingdom
|
Certegy Check Services, Inc.
|
|
Delaware
|
Certegy Dutch Holdings B.V.
|
|
Netherlands
|
Certegy France Limited
|
|
United Kingdom
|
Certegy Gaming Services, Inc.
|
|
Delaware
|
Certegy Ireland Limited
|
|
Ireland
|
Certegy Limited
|
|
United Kingdom
|
Certegy SNC
|
|
France
|
Certegy UK Holdings B.V.
|
|
Netherlands
|
Chex Systems Inc.
|
|
Minnesota
|
Clear2Pay Americas, Inc.
|
|
Delaware
|
Clear2Pay APAC Pte. Ltd.
|
|
Singapore
|
|
|
|
Company
|
|
Incorporation
|
|
|
|
Clear2Pay APAC Pty Ltd.
|
|
Australia
|
Clear2Pay Beijing Co.
|
|
China
|
Clear2Pay Belgium NV
|
|
Belgium
|
ClearTwoPay Chile SpA
|
|
Chile
|
Clear2Pay China Limited
|
|
Hong Kong
|
Clear2Pay (Shenzhen) Co.
|
|
China
|
Clear2Pay Consulting Americas, Inc.
|
|
California
|
Clear2Pay France SAS
|
|
France
|
Clear2Pay Germany GmbH
|
|
Germany
|
Clear2Pay Incorporated
|
|
Delaware
|
Clear2Pay India Private Limited
|
|
India
|
Clear2Pay Integri NV
|
|
Belgium
|
Clear2Pay Limited
|
|
United Kingdom
|
Clear2Pay Nanjing Co.
|
|
China
|
Clear2Pay Nederland BV
|
|
The Netherlands
|
Clear2Pay NV
|
|
Belgium
|
Clear2Pay Polska s.p.z.o.o
|
|
Poland
|
Clear2Pay Scotland Holdings Limited
|
|
Scotland
|
Clear2Pay Scotland Limited
|
|
Scotland
|
Clear2Pay Services NV
|
|
Belgium
|
Clear2Pay Spain S.l.
|
|
Spain
|
ClearCommerce Corporation
|
|
Delaware
|
Clearpark NV
|
|
Belgium
|
Complete Payment Recovery Services, Inc.
|
|
Georgia
|
Compliance Coach, Inc
|
|
Delaware
|
Credit Management Solutions, Inc.
|
|
Delaware
|
EFD Asia, Inc.
|
|
Minnesota
|
eFunds Corporation
|
|
Delaware
|
eFunds Global Holdings Corporation
|
|
Minnesota
|
eFunds Holdings Limited
|
|
United Kingdom
|
eFunds International Limited
|
|
United Kingdom
|
eFunds IT Solutions Group, Inc.
|
|
Delaware
|
Element NV
|
|
Belgium
|
Endpoint Exchange, LLC
|
|
Oklahoma
|
Everlink Payment Services, Inc. (51%)
|
|
Canada
|
Fidelity Holding Ltda.
|
|
Brazil
|
|
|
|
Company
|
|
Incorporation
|
|
|
|
Fidelity Information and Technology Services (Beijing) Co., Ltd.
|
|
China
|
Fidelity Information Services Brasil Participacoes Ltda. (99.9%)
|
|
Brazil
|
Fidelity Information Services Development GmbH
|
|
Germany
|
Fidelity Information Services (France) SARL
|
|
France
|
Fidelity Information Services Holdings B.V.
|
|
Netherlands
|
Fidelity Information Services (Hong Kong) Limited (99.9%)
|
|
Hong Kong
|
Fidelity Information Services, LLC
|
|
Arkansas
|
Fidelity Information Services India Private Limited
|
|
India
|
Fidelity Information Services International Holdings, Inc.
|
|
Delaware
|
Fidelity Information Services International Holdings, LLC
|
|
Delaware
|
Fidelity Information Services KORDOBA GmbH
|
|
Germany
|
Fidelity Information Services Limited
|
|
England
|
Fidelity Information Services Operations GmbH
|
|
Germany
|
Fidelity Information Services (South Africa) (Pty) Ltd.
|
|
South Africa
|
Fidelity Information Services (Thailand) Limited (99.9%)
|
|
Thailand
|
Fidelity International Resource Management, Inc.
|
|
Delaware
|
Fidelity National Asia Pacific Holdings, LLC
|
|
Georgia
|
Fidelity National Card Services, Inc.
|
|
Florida
|
Fidelity National E-Banking Services, Inc.
|
|
Georgia
|
Fidelity National Europe LLC
|
|
Georgia
|
Fidelity National First Bankcard Systems, Inc.
|
|
Georgia
|
Fidelity National Global Card Services, Inc.
|
|
Florida
|
Fidelity National Information Services C.V.
|
|
Netherlands
|
Fidelity National Information Services, LLC
|
|
Delaware
|
Fidelity National Information Services (Netherlands) B.V.
|
|
Netherlands
|
Fidelity National Participacoes e Servicos de Informatica Ltda.
|
|
Brazil
|
Fidelity National Payment Services, Inc.
|
|
Delaware
|
Fidelity National Servicos de Tratamento de Documentos e Informacoes Ltda.
|
|
Brazil
|
Fidelity Participacoes e Servicos Ltda.
|
|
Brazil
|
Fidelity Processadora e Servicos S.A. (51%)
|
|
Brazil
|
Financial Insurance Marketing Group, Inc.
|
|
District of Columbia
|
FIRM I, LLC
|
|
Delaware
|
FIRM II, LLC
|
|
Delaware
|
FIS AsiaPacRim Holding Ltd.
|
|
United Kingdom
|
FIS Australasia Pty Ltd.
|
|
Australia
|
FIS Capital Leasing, Inc.
|
|
Delaware
|
|
|
|
Company
|
|
Incorporation
|
|
|
|
FIS Card Processing Services (Chile) S.A.
|
|
Chile
|
FIS Card Services Caribbean, Ltd.
|
|
Barbados
|
FIS Card Services (Thailand) Co., Ltd.
|
|
Thailand
|
FIS Financial Compliance Solutions, LLC
|
|
Delaware
|
FIS Financial Solutions Canada Inc.
|
|
Canada
|
FIS Foundation, Inc. (non-profit charitable)
|
|
Wisconsin
|
FIS Global Holdings S.a.r.l
|
|
Luxembourg
|
FIS Global Recovery Services India Private Limited
|
|
India
|
FIS Global Business Solutions India Private Ltd. (99%)
|
|
India
|
FIS Global Solutions Philippines, Inc.
|
|
Philippines
|
FIS Holdings (Cayman Islands) Ltd.
|
|
Cayman Islands
|
FIS Holdings (Germany) GmbH i.L.
|
|
Germany
|
FIS Holdings Mauritius
|
|
Mauritius
|
FIS Italy S.r.l.
|
|
Italy
|
FIS Management Services, LLC
|
|
Delaware
|
FIS Management Services Mexico, S. de R.L. de C.V.
|
|
Mexico
|
FIS Middle East FZ- LLC
|
|
United Arab Emirates (Dubai - TECOM)
|
FIS Output Solutions, LLC
|
|
Georgia
|
FIS Pakistan (Private) Limited
|
|
Pakistan
|
FIS Payments Solutions & Services India Private Limited
|
|
India
|
FIS Solutions, LLC
|
|
Delaware
|
FIS Technology Services (New Zealand) Limited
|
|
New Zealand
|
FIS Technology Services (Poland) Sp. z.o.o.
|
|
Poland
|
FIS Technology Services Singapore Pte. Ltd.
|
|
Singapore
|
FIS Technology Services Taiwan Company Limited
|
|
Taiwan
|
FIS Vietnam LLC
|
|
Vietnam
|
FIS Wealth Management Services, Inc.
|
|
Delaware
|
FNIS Holding Brasil Ltda.
|
|
Brazil
|
FNIS Istanbul Danismanlik Limited Sirketi
|
|
Turkey
|
FNIS Sweden AB
|
|
Sweden
|
GHR Systems, Inc.
|
|
Pennsylvania
|
Gifts Software Inc.
|
|
New York
|
Grove Holdings 2 S.A.
|
|
Luxembourg
|
Grove Holdings US, LLC
|
|
Delaware
|
i DLX International B.V.
|
|
Netherlands
|
|
|
|
Company
|
|
Incorporation
|
|
|
|
Information Services Luxembourg S.a.r.l.
|
|
Luxembourg
|
InterCept Data Services, Inc.
|
|
Alabama
|
Kirchman Corporation
|
|
Wisconsin
|
Level Four Americas LLC
|
|
Delaware
|
Lexcel Solutions, Inc.
|
|
Arizona
|
Link2Gov Corp.
|
|
Tennessee
|
Metavante Corporation
|
|
Wisconsin
|
Metavante Holdings, LLC
|
|
Delaware
|
Metavante Leasing LLC
|
|
Delaware
|
Metavante Limited
|
|
United Kingdom
|
Metavante Payment Services, LLC
|
|
Delaware
|
Metavante Technologies Limited
|
|
United Kingdom
|
mFoundry, Inc.
|
|
Delaware
|
NYCE Payments Network, LLC
|
|
Delaware
|
Payment Brasil Holdings Ltda.
|
|
Brazil
|
Payment Chile S.A. (99.99%)
|
|
Chile
|
Payment South America Holdings, Inc.
|
|
Georgia
|
Payment South America LLC
|
|
Georgia
|
PayNet Payments Network, LLC
|
|
Delaware
|
Penley, Inc.
|
|
Georgia
|
Platform Securities Financial Limited
|
|
United Kingdom
|
Platform Securities Holdings Limited
|
|
United Kingdom
|
Platform Securities International Limited
|
|
Jersey
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Platform Securities International Nominees Limited
|
|
Jersey
|
Platform Securities LLP
|
|
United Kingdom
|
Platform Securities Nominees Limited
|
|
United Kingdom
|
Platform Securities Services Limited
|
|
United Kingdom
|
PREFCO VI, LLC
|
|
Connecticut
|
Prime Associates, Inc.
|
|
Delaware
|
Profile Partners GP, L.P. (40%)
|
|
Delaware
|
Profile Venture Partners Capital Fund I L.P. (74.7482%)
|
|
Delaware
|
ProNet Solutions, Inc.
|
|
Arizona
|
PVP Advisors, LLC(62%)
|
|
Delaware
|
PVP Management, LLC (34%)
|
|
Delaware
|
Reliance Financial Corporation
|
|
Georgia
|
Reliance Integrated Solutions LLC
|
|
Delaware
|
|
|
|
Company
|
|
Incorporation
|
|
|
|
Reliance Operations Services LLC
|
|
Delaware
|
Reliance Trust Company
|
|
Georgia
|
Reliance Trust Company of Delaware
|
|
Delaware
|
Retail Credit Management Limited
|
|
United Kingdom
|
Sanchez Capital Services Private Limited (20%)
|
|
India
|
Sanchez Computer Associates, LLC
|
|
Delaware
|
Sanchez Computer Associates Pty Limited
|
|
Australia
|
Sanchez Software, Ltd.
|
|
Delaware
|
Secondco Limited
|
|
United Kingdom
|
Second Foundation Europe sro
|
|
Czech Republic
|
Second Foundation, Inc.
|
|
California
|
The Capital Markets Company
|
|
Delaware
|
The Capital Markets Company BV
|
|
Netherlands
|
The Capital Markets Company BVBA
|
|
Belgium
|
The Capital Markets Company GmbH
|
|
Germany
|
The Capital Markets Company GmbH
|
|
Switzerland
|
The Capital Markets Company KK
|
|
Japan
|
The Capital Markets Company Limited
|
|
Canada
|
The Capital Markets Company Limited
|
|
Hong Kong
|
The Capital Markets Company S.A.S.
|
|
France
|
The Capital Markets Company Slovakia, s.r.o.
|
|
Slovakia
|
The Capital Markets Company (UK) Limited
|
|
United Kingdom
|
Transaction Services, Inc.
|
|
Florida
|
Transax Limited
|
|
United Kingdom
|
TREEV LLC
|
|
Nevada
|
ValueCentric Marketing Group, Inc.
|
|
Delaware
|
Valutec Card Solutions, LLC
|
|
Delaware
|
VECTORsgi, Inc.
|
|
Delaware
|
Vicor, Inc.
|
|
Nevada
|
WildCard Systems, Inc.
|
|
Florida
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1.
|
I have reviewed this annual report on Form 10-K of Fidelity National Information Services, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 27, 2015
|
By:
|
/s/ GARY A. NORCROSS
|
|
|
|
Gary A. Norcross
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Fidelity National Information Services, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 27, 2015
|
By:
|
/s/ James W. Woodall
|
|
|
|
James W. Woodall
|
|
|
|
Corporate Executive Vice President and
Chief Financial Officer
|
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 27, 2015
|
By:
|
/s/ GARY A. NORCROSS
|
|
|
|
Gary A. Norcross
|
|
|
|
President and Chief Executive Officer
|
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 27, 2015
|
By:
|
/s/ James W. Woodall
|
|
|
|
James W. Woodall
|
|
|
|
Chief Financial Officer
|