|
|
|
|
|
|
|
|
|
|
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
|
|
to
|
|
|
Georgia
|
|
|
37-1490331
|
|
(State or other jurisdiction of incorporation or organization)
|
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
|
|
|
|
|
601 Riverside Avenue
|
|
|
|
|
Jacksonville
|
Florida
|
|
32204
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
|
|
|
|
|
|
|
|
|
Trading
|
|
Name of each exchange
|
|
Title of each class
|
|
Symbol(s)
|
|
on which registered
|
|
Common Stock, par value $0.01 per share
|
|
FIS
|
|
New York Stock Exchange
|
|
0.400% Senior Notes due 2021
|
|
FIS21A
|
|
New York Stock Exchange
|
|
Floating Rate Senior Notes due 2021
|
|
FIS21B
|
|
New York Stock Exchange
|
|
0.125% Senior Notes due 2021
|
|
FIS21C
|
|
New York Stock Exchange
|
|
1.700% Senior Notes due 2022
|
|
FIS22B
|
|
New York Stock Exchange
|
|
0.750% Senior Notes due 2023
|
|
FIS23A
|
|
New York Stock Exchange
|
|
1.100% Senior Notes due 2024
|
|
FIS24A
|
|
New York Stock Exchange
|
|
2.602% Senior Notes due 2025
|
|
FIS25A
|
|
New York Stock Exchange
|
|
1.500% Senior Notes due 2027
|
|
FIS27
|
|
New York Stock Exchange
|
|
2.000% Senior Notes due 2030
|
|
FIS30
|
|
New York Stock Exchange
|
|
3.360% Senior Notes due 2031
|
|
FIS31
|
|
New York Stock Exchange
|
|
2.950% Senior Notes due 2039
|
|
FIS39
|
|
New York Stock Exchange
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
9,756
|
|
|
$
|
703
|
|
|
Settlement deposits
|
538
|
|
|
700
|
|
||
|
Trade receivables, net of allowance for doubtful accounts of $27 and $17 as of
June 30, 2019 and December 31, 2018, respectively |
1,366
|
|
|
1,472
|
|
||
|
Contract assets
|
122
|
|
|
123
|
|
||
|
Settlement receivables
|
289
|
|
|
281
|
|
||
|
Other receivables
|
137
|
|
|
166
|
|
||
|
Prepaid expenses and other current assets
|
297
|
|
|
288
|
|
||
|
Total current assets
|
12,505
|
|
|
3,733
|
|
||
|
Property and equipment, net
|
541
|
|
|
587
|
|
||
|
Goodwill
|
13,542
|
|
|
13,545
|
|
||
|
Intangible assets, net
|
2,863
|
|
|
3,132
|
|
||
|
Computer software, net
|
1,798
|
|
|
1,795
|
|
||
|
Other noncurrent assets
|
1,049
|
|
|
503
|
|
||
|
Deferred contract costs, net
|
561
|
|
|
475
|
|
||
|
Total assets
|
$
|
32,859
|
|
|
$
|
23,770
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable, accrued and other liabilities
|
$
|
1,030
|
|
|
$
|
1,099
|
|
|
Settlement payables
|
792
|
|
|
972
|
|
||
|
Deferred revenue
|
788
|
|
|
739
|
|
||
|
Short-term borrowings
|
1,507
|
|
|
267
|
|
||
|
Current portion of long-term debt
|
53
|
|
|
48
|
|
||
|
Total current liabilities
|
4,170
|
|
|
3,125
|
|
||
|
Long-term debt, excluding current portion
|
16,682
|
|
|
8,670
|
|
||
|
Deferred income taxes
|
1,295
|
|
|
1,360
|
|
||
|
Other long-term liabilities
|
664
|
|
|
326
|
|
||
|
Deferred revenue
|
56
|
|
|
67
|
|
||
|
Total liabilities
|
22,867
|
|
|
13,548
|
|
||
|
Equity:
|
|
|
|
||||
|
FIS stockholders’ equity:
|
|
|
|
||||
|
Preferred stock, $0.01 par value, 200 shares authorized, none issued and outstanding as of June 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value, 600 shares authorized, 433 and 433 shares issued as of June 30, 2019 and December 31, 2018
|
4
|
|
|
4
|
|
||
|
Additional paid in capital
|
10,887
|
|
|
10,800
|
|
||
|
Retained earnings
|
4,599
|
|
|
4,528
|
|
||
|
Accumulated other comprehensive earnings (loss)
|
(438
|
)
|
|
(430
|
)
|
||
|
Treasury stock, $0.01 par value, 109 and 106 common shares as of June 30, 2019 and December 31, 2018, respectively, at cost
|
(5,067
|
)
|
|
(4,687
|
)
|
||
|
Total FIS stockholders’ equity
|
9,985
|
|
|
10,215
|
|
||
|
Noncontrolling interest
|
7
|
|
|
7
|
|
||
|
Total equity
|
9,992
|
|
|
10,222
|
|
||
|
Total liabilities and equity
|
$
|
32,859
|
|
|
$
|
23,770
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Revenue
|
$
|
2,112
|
|
|
$
|
2,106
|
|
|
$
|
4,169
|
|
|
$
|
4,172
|
|
|
Cost of revenue
|
1,404
|
|
|
1,414
|
|
|
2,785
|
|
|
2,828
|
|
||||
|
Gross profit
|
708
|
|
|
692
|
|
|
1,384
|
|
|
1,344
|
|
||||
|
Selling, general and administrative expenses
|
317
|
|
|
339
|
|
|
678
|
|
|
697
|
|
||||
|
Operating income
|
391
|
|
|
353
|
|
|
706
|
|
|
647
|
|
||||
|
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net
|
(72
|
)
|
|
(73
|
)
|
|
(147
|
)
|
|
(144
|
)
|
||||
|
Other income (expense), net
|
(120
|
)
|
|
(4
|
)
|
|
(172
|
)
|
|
(2
|
)
|
||||
|
Total other income (expense), net
|
(192
|
)
|
|
(77
|
)
|
|
(319
|
)
|
|
(146
|
)
|
||||
|
Earnings before income taxes and equity method investment earnings (loss)
|
199
|
|
|
276
|
|
|
387
|
|
|
501
|
|
||||
|
Provision (benefit) for income taxes
|
40
|
|
|
51
|
|
|
72
|
|
|
85
|
|
||||
|
Equity method investment earnings (loss)
|
(4
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|
(8
|
)
|
||||
|
Net earnings
|
155
|
|
|
218
|
|
|
304
|
|
|
408
|
|
||||
|
Net (earnings) loss attributable to noncontrolling interest
|
(1
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(14
|
)
|
||||
|
Net earnings attributable to FIS common stockholders
|
$
|
154
|
|
|
$
|
212
|
|
|
$
|
302
|
|
|
$
|
394
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net earnings per share — basic attributable to FIS common stockholders
|
$
|
0.48
|
|
|
$
|
0.64
|
|
|
$
|
0.93
|
|
|
$
|
1.20
|
|
|
Weighted average shares outstanding — basic
|
324
|
|
|
329
|
|
|
323
|
|
|
329
|
|
||||
|
Net earnings per share — diluted attributable to FIS common stockholders
|
$
|
0.47
|
|
|
$
|
0.64
|
|
|
$
|
0.92
|
|
|
$
|
1.18
|
|
|
Weighted average shares outstanding — diluted
|
327
|
|
|
333
|
|
|
327
|
|
|
334
|
|
||||
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Net earnings
|
|
|
$
|
155
|
|
|
|
|
$
|
218
|
|
|
|
|
$
|
304
|
|
|
|
|
$
|
408
|
|
||||||||
|
Other comprehensive earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Unrealized gain (loss) on derivatives
|
$
|
(16
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
(16
|
)
|
|
|
|
$
|
—
|
|
|
|
||||||||
|
Reclassification adjustment for (gains) losses included in net earnings
|
(4
|
)
|
|
|
|
—
|
|
|
|
|
(4
|
)
|
|
|
|
—
|
|
|
|
||||||||||||
|
Unrealized gain (loss) on derivatives, net
|
(20
|
)
|
|
|
|
—
|
|
|
|
|
(20
|
)
|
|
|
|
—
|
|
|
|
||||||||||||
|
Foreign currency translation adjustments
|
11
|
|
|
|
|
(102
|
)
|
|
|
|
17
|
|
|
|
|
(88
|
)
|
|
|
||||||||||||
|
Minimum pension liability adjustment
|
—
|
|
|
|
|
—
|
|
|
|
|
(4
|
)
|
|
|
|
—
|
|
|
|
||||||||||||
|
Other comprehensive earnings (loss), before tax:
|
(9
|
)
|
|
|
|
(102
|
)
|
|
|
|
(7
|
)
|
|
|
|
(88
|
)
|
|
|
||||||||||||
|
Provision for income tax expense (benefit) related to items of other comprehensive earnings
|
2
|
|
|
|
|
—
|
|
|
|
|
1
|
|
|
|
|
—
|
|
|
|
||||||||||||
|
Other comprehensive earnings (loss), net of tax
|
$
|
(11
|
)
|
|
(11
|
)
|
|
$
|
(102
|
)
|
|
(102
|
)
|
|
$
|
(8
|
)
|
|
(8
|
)
|
|
$
|
(88
|
)
|
|
(88
|
)
|
||||
|
Comprehensive earnings:
|
|
|
144
|
|
|
|
|
116
|
|
|
|
|
296
|
|
|
|
|
320
|
|
||||||||||||
|
Net (earnings) loss attributable to noncontrolling interest
|
|
|
(1
|
)
|
|
|
|
(6
|
)
|
|
|
|
(2
|
)
|
|
|
|
(14
|
)
|
||||||||||||
|
Other comprehensive (earnings) loss attributable to noncontrolling interest
|
|
|
—
|
|
|
|
|
17
|
|
|
|
|
—
|
|
|
|
|
17
|
|
||||||||||||
|
Comprehensive earnings attributable to FIS common stockholders
|
|
|
$
|
143
|
|
|
|
|
$
|
127
|
|
|
|
|
$
|
294
|
|
|
|
|
$
|
323
|
|
||||||||
|
|
|
|
|
|
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 (loss)
|
|
stock
|
|
interest
|
|
equity
|
||||||||||||||||
|
Balances, March 31, 2019
|
433
|
|
|
(110
|
)
|
|
$
|
4
|
|
|
$
|
10,844
|
|
|
$
|
4,558
|
|
|
$
|
(427
|
)
|
|
$
|
(5,083
|
)
|
|
$
|
7
|
|
|
$
|
9,903
|
|
|
Exercise of stock options
|
—
|
|
|
1
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
35
|
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||
|
Cash dividends paid ($0.35 per share per quarter) and other distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(114
|
)
|
|||||||
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
155
|
|
|||||||
|
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||
|
Balances, June 30, 2019
|
433
|
|
|
(109
|
)
|
|
$
|
4
|
|
|
$
|
10,887
|
|
|
$
|
4,599
|
|
|
$
|
(438
|
)
|
|
$
|
(5,067
|
)
|
|
$
|
7
|
|
|
$
|
9,992
|
|
|
|
|
|
|
|
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 (loss)
|
|
stock
|
|
interest
|
|
equity
|
||||||||||||||||
|
Balances, December 31, 2018
|
433
|
|
|
(106
|
)
|
|
$
|
4
|
|
|
$
|
10,800
|
|
|
$
|
4,528
|
|
|
$
|
(430
|
)
|
|
$
|
(4,687
|
)
|
|
$
|
7
|
|
|
$
|
10,222
|
|
|
Exercise of stock options
|
—
|
|
|
1
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
87
|
|
|||||||
|
Treasury shares held for taxes due upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||||
|
Purchases of treasury stock
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|
—
|
|
|
(400
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||||
|
Cash dividends paid ($0.35 per share per quarter) and other distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(228
|
)
|
|||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
304
|
|
|||||||
|
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||
|
Balances, June 30, 2019
|
433
|
|
|
(109
|
)
|
|
$
|
4
|
|
|
$
|
10,887
|
|
|
$
|
4,599
|
|
|
$
|
(438
|
)
|
|
$
|
(5,067
|
)
|
|
$
|
7
|
|
|
$
|
9,992
|
|
|
|
|
|
|
|
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 (loss)
|
|
stock
|
|
interest
|
|
equity
|
||||||||||||||||
|
Balances, March 31, 2018
|
432
|
|
|
(102
|
)
|
|
$
|
4
|
|
|
$
|
10,585
|
|
|
$
|
4,186
|
|
|
$
|
(318
|
)
|
|
$
|
(3,962
|
)
|
|
$
|
116
|
|
|
$
|
10,611
|
|
|
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Exercise of stock options
|
—
|
|
|
2
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
112
|
|
|||||||
|
Treasury shares held for taxes due upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(13
|
)
|
|||||||
|
Purchases of treasury stock
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||||
|
Cash dividends paid ($0.32 per share per quarter) and other distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|||||||
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
218
|
|
|||||||
|
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
(17
|
)
|
|
(102
|
)
|
|||||||
|
Balances, June 30, 2018
|
433
|
|
|
(102
|
)
|
|
$
|
4
|
|
|
$
|
10,659
|
|
|
$
|
4,291
|
|
|
$
|
(403
|
)
|
|
$
|
(4,112
|
)
|
|
$
|
105
|
|
|
$
|
10,544
|
|
|
|
|
|
|
|
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 (loss)
|
|
stock
|
|
interest
|
|
equity
|
||||||||||||||||
|
Balances, December 31, 2017
|
432
|
|
|
(99
|
)
|
|
$
|
4
|
|
|
$
|
10,534
|
|
|
$
|
4,109
|
|
|
$
|
(332
|
)
|
|
$
|
(3,604
|
)
|
|
$
|
109
|
|
|
$
|
10,820
|
|
|
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Exercise of stock options
|
—
|
|
|
3
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
204
|
|
|||||||
|
Treasury shares held for taxes due upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(31
|
)
|
|||||||
|
Purchases of treasury stock
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(601
|
)
|
|
—
|
|
|
(601
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||||
|
Cash dividends paid ($0.32 per share per quarter) and other distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(213
|
)
|
|||||||
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
408
|
|
|||||||
|
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(17
|
)
|
|
(88
|
)
|
|||||||
|
Balances, June 30, 2018
|
433
|
|
|
(102
|
)
|
|
$
|
4
|
|
|
$
|
10,659
|
|
|
$
|
4,291
|
|
|
$
|
(403
|
)
|
|
$
|
(4,112
|
)
|
|
$
|
105
|
|
|
$
|
10,544
|
|
|
|
Six months ended
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net earnings
|
$
|
304
|
|
|
$
|
408
|
|
|
Adjustment to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
736
|
|
|
706
|
|
||
|
Amortization of debt issue costs
|
10
|
|
|
9
|
|
||
|
Acquisition-related financing foreign exchange
|
104
|
|
|
—
|
|
||
|
Loss (gain) on sale of businesses and investments
|
—
|
|
|
(6
|
)
|
||
|
Loss (gain) other
|
17
|
|
|
—
|
|
||
|
Loss on extinguishment of debt
|
—
|
|
|
1
|
|
||
|
Stock-based compensation
|
43
|
|
|
45
|
|
||
|
Deferred income taxes
|
(68
|
)
|
|
(24
|
)
|
||
|
Net changes in assets and liabilities, net of effects from acquisitions and foreign currency:
|
|
|
|
||||
|
Trade and other receivables
|
93
|
|
|
189
|
|
||
|
Contract assets
|
1
|
|
|
(3
|
)
|
||
|
Settlement activity
|
(27
|
)
|
|
13
|
|
||
|
Prepaid expenses and other assets
|
(140
|
)
|
|
(11
|
)
|
||
|
Deferred contract costs
|
(174
|
)
|
|
(119
|
)
|
||
|
Deferred revenue
|
39
|
|
|
(2
|
)
|
||
|
Accounts payable, accrued liabilities, and other liabilities
|
(118
|
)
|
|
(383
|
)
|
||
|
Net cash provided by operating activities
|
820
|
|
|
823
|
|
||
|
|
|
|
|
||||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Additions to property and equipment
|
(57
|
)
|
|
(83
|
)
|
||
|
Additions to computer software
|
(228
|
)
|
|
(233
|
)
|
||
|
Net proceeds from sale of businesses and investments
|
43
|
|
|
49
|
|
||
|
Other investing activities, net
|
(42
|
)
|
|
(6
|
)
|
||
|
Net cash provided by (used in) investing activities
|
(284
|
)
|
|
(273
|
)
|
||
|
|
|
|
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Borrowings
|
19,201
|
|
|
5,703
|
|
||
|
Repayment of borrowings and other financing obligations
|
(10,028
|
)
|
|
(5,521
|
)
|
||
|
Debt issuance costs
|
(71
|
)
|
|
(24
|
)
|
||
|
Proceeds from exercise of stock options
|
86
|
|
|
203
|
|
||
|
Treasury stock activity
|
(423
|
)
|
|
(637
|
)
|
||
|
Dividends paid
|
(226
|
)
|
|
(211
|
)
|
||
|
Other financing activities, net
|
(24
|
)
|
|
(2
|
)
|
||
|
Net cash provided by (used in) financing activities
|
8,515
|
|
|
(489
|
)
|
||
|
|
|
|
|
||||
|
Effect of foreign currency exchange rate changes on cash
|
2
|
|
|
(43
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
9,053
|
|
|
18
|
|
||
|
Cash and cash equivalents, beginning of period
|
703
|
|
|
665
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
9,756
|
|
|
$
|
683
|
|
|
|
|
|
|
||||
|
Supplemental cash flow information:
|
|
|
|
||||
|
Cash paid for interest
|
$
|
159
|
|
|
$
|
146
|
|
|
Cash paid for income taxes
|
$
|
149
|
|
|
$
|
353
|
|
|
(a)
|
Change in Accounting Policy
|
|
(b)
|
Operating Leases
|
|
|
|
Reportable Segments
|
||||||||||||||
|
|
|
|
|
|
|
Corporate
|
|
|
||||||||
|
|
|
IFS
|
|
GFS
|
|
and Other
|
|
Total
|
||||||||
|
Primary Geographical Markets:
|
|
|
|
|
|
|
|
|
||||||||
|
North America
|
|
$
|
1,135
|
|
|
$
|
463
|
|
|
$
|
55
|
|
|
$
|
1,653
|
|
|
All others
|
|
44
|
|
|
402
|
|
|
13
|
|
|
459
|
|
||||
|
Total
|
|
$
|
1,179
|
|
|
$
|
865
|
|
|
$
|
68
|
|
|
$
|
2,112
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Type of Revenue:
|
|
|
|
|
|
|
|
|
||||||||
|
Processing and services
|
|
$
|
947
|
|
|
$
|
463
|
|
|
$
|
57
|
|
|
$
|
1,467
|
|
|
License and software related
|
|
99
|
|
|
242
|
|
|
—
|
|
|
341
|
|
||||
|
Professional services
|
|
47
|
|
|
156
|
|
|
3
|
|
|
206
|
|
||||
|
Hardware and other
|
|
86
|
|
|
4
|
|
|
8
|
|
|
98
|
|
||||
|
Total
|
|
$
|
1,179
|
|
|
$
|
865
|
|
|
$
|
68
|
|
|
$
|
2,112
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring Nature of Revenue Recognition:
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring fees
|
|
$
|
1,029
|
|
|
$
|
617
|
|
|
$
|
57
|
|
|
$
|
1,703
|
|
|
Non-recurring fees
|
|
150
|
|
|
248
|
|
|
11
|
|
|
409
|
|
||||
|
Total
|
|
$
|
1,179
|
|
|
$
|
865
|
|
|
$
|
68
|
|
|
$
|
2,112
|
|
|
|
|
Reportable Segments
|
||||||||||||||
|
|
|
|
|
|
|
Corporate
|
|
|
||||||||
|
|
|
IFS
|
|
GFS
|
|
and Other
|
|
Total
|
||||||||
|
Primary Geographical Markets:
|
|
|
|
|
|
|
|
|
||||||||
|
North America
|
|
$
|
2,221
|
|
|
$
|
904
|
|
|
$
|
107
|
|
|
$
|
3,232
|
|
|
All others
|
|
88
|
|
|
824
|
|
|
25
|
|
|
937
|
|
||||
|
Total
|
|
$
|
2,309
|
|
|
$
|
1,728
|
|
|
$
|
132
|
|
|
$
|
4,169
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Type of Revenue:
|
|
|
|
|
|
|
|
|
||||||||
|
Processing and services
|
|
$
|
1,859
|
|
|
$
|
926
|
|
|
$
|
117
|
|
|
$
|
2,902
|
|
|
License and software related
|
|
184
|
|
|
492
|
|
|
—
|
|
|
676
|
|
||||
|
Professional services
|
|
88
|
|
|
302
|
|
|
5
|
|
|
395
|
|
||||
|
Hardware and other
|
|
178
|
|
|
8
|
|
|
10
|
|
|
196
|
|
||||
|
Total
|
|
$
|
2,309
|
|
|
$
|
1,728
|
|
|
$
|
132
|
|
|
$
|
4,169
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring Nature of Revenue Recognition:
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring fees
|
|
$
|
2,022
|
|
|
$
|
1,235
|
|
|
$
|
117
|
|
|
$
|
3,374
|
|
|
Non-recurring fees
|
|
287
|
|
|
493
|
|
|
15
|
|
|
795
|
|
||||
|
Total
|
|
$
|
2,309
|
|
|
$
|
1,728
|
|
|
$
|
132
|
|
|
$
|
4,169
|
|
|
|
|
Reportable Segments
|
||||||||||||||
|
|
|
|
|
|
|
Corporate
|
|
|
||||||||
|
|
|
IFS
|
|
GFS
|
|
and Other
|
|
Total
|
||||||||
|
Primary Geographical Markets:
|
|
|
|
|
|
|
|
|
||||||||
|
North America
|
|
$
|
1,079
|
|
|
$
|
434
|
|
|
$
|
71
|
|
|
$
|
1,584
|
|
|
All others
|
|
45
|
|
|
465
|
|
|
12
|
|
|
522
|
|
||||
|
Total
|
|
$
|
1,124
|
|
|
$
|
899
|
|
|
$
|
83
|
|
|
$
|
2,106
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Type of Revenue:
|
|
|
|
|
|
|
|
|
||||||||
|
Processing and services
|
|
$
|
936
|
|
|
$
|
521
|
|
|
$
|
73
|
|
|
$
|
1,530
|
|
|
License and software related
|
|
92
|
|
|
228
|
|
|
—
|
|
|
320
|
|
||||
|
Professional services
|
|
43
|
|
|
150
|
|
|
2
|
|
|
195
|
|
||||
|
Hardware and other
|
|
53
|
|
|
—
|
|
|
8
|
|
|
61
|
|
||||
|
Total
|
|
$
|
1,124
|
|
|
$
|
899
|
|
|
$
|
83
|
|
|
$
|
2,106
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring Nature of Revenue Recognition:
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring fees
|
|
$
|
991
|
|
|
$
|
680
|
|
|
$
|
73
|
|
|
$
|
1,744
|
|
|
Non-recurring fees
|
|
133
|
|
|
219
|
|
|
10
|
|
|
362
|
|
||||
|
Total
|
|
$
|
1,124
|
|
|
$
|
899
|
|
|
$
|
83
|
|
|
$
|
2,106
|
|
|
|
|
Reportable Segments
|
||||||||||||||
|
|
|
|
|
|
|
Corporate
|
|
|
||||||||
|
|
|
IFS
|
|
GFS
|
|
and Other
|
|
Total
|
||||||||
|
Primary Geographical Markets:
|
|
|
|
|
|
|
|
|
||||||||
|
North America
|
|
$
|
2,096
|
|
|
$
|
886
|
|
|
$
|
135
|
|
|
$
|
3,117
|
|
|
All others
|
|
89
|
|
|
940
|
|
|
26
|
|
|
1,055
|
|
||||
|
Total
|
|
$
|
2,185
|
|
|
$
|
1,826
|
|
|
$
|
161
|
|
|
$
|
4,172
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Type of Revenue:
|
|
|
|
|
|
|
|
|
||||||||
|
Processing and services
|
|
$
|
1,831
|
|
|
$
|
1,064
|
|
|
$
|
147
|
|
|
$
|
3,042
|
|
|
License and software related
|
|
178
|
|
|
475
|
|
|
1
|
|
|
654
|
|
||||
|
Professional services
|
|
80
|
|
|
287
|
|
|
4
|
|
|
371
|
|
||||
|
Hardware and other
|
|
96
|
|
|
—
|
|
|
9
|
|
|
105
|
|
||||
|
Total
|
|
$
|
2,185
|
|
|
$
|
1,826
|
|
|
$
|
161
|
|
|
$
|
4,172
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring Nature of Revenue Recognition:
|
|
|
|
|
|
|
|
|
||||||||
|
Recurring fees
|
|
$
|
1,942
|
|
|
$
|
1,379
|
|
|
$
|
148
|
|
|
$
|
3,469
|
|
|
Non-recurring fees
|
|
243
|
|
|
447
|
|
|
13
|
|
|
703
|
|
||||
|
Total
|
|
$
|
2,185
|
|
|
$
|
1,826
|
|
|
$
|
161
|
|
|
$
|
4,172
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Cost
|
|
Accumulated
depreciation and amortization |
|
Net
|
|
Cost
|
|
Accumulated
depreciation and amortization |
|
Net
|
||||||||||||
|
Property and equipment
|
$
|
1,784
|
|
|
$
|
1,243
|
|
|
$
|
541
|
|
|
$
|
1,645
|
|
|
$
|
1,058
|
|
|
$
|
587
|
|
|
Intangible assets
|
$
|
6,157
|
|
|
$
|
3,294
|
|
|
$
|
2,863
|
|
|
$
|
6,122
|
|
|
$
|
2,990
|
|
|
$
|
3,132
|
|
|
Computer software
|
$
|
3,230
|
|
|
$
|
1,432
|
|
|
$
|
1,798
|
|
|
$
|
3,103
|
|
|
$
|
1,308
|
|
|
$
|
1,795
|
|
|
|
|
|
||
|
|
|
Total
|
||
|
Balance, December 31, 2018
|
|
$
|
13,545
|
|
|
Foreign currency adjustments
|
|
(3
|
)
|
|
|
Balance, June 30, 2019
|
|
$
|
13,542
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Contract costs on implementations in progress
|
$
|
103
|
|
|
$
|
93
|
|
|
Incremental contract origination costs on completed implementations, net
|
290
|
|
|
219
|
|
||
|
Contract fulfillment costs on completed implementations, net
|
168
|
|
|
163
|
|
||
|
Total deferred contract costs, net
|
$
|
561
|
|
|
$
|
475
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
Senior Notes due October 2020, interest payable semi-annually at 3.625% ("2020 Notes")
|
$
|
1,150
|
|
|
$
|
1,150
|
|
|
Senior Euro Notes due January 2021, interest payable annually at 0.400% ("2021 Euro Notes")
|
569
|
|
|
572
|
|
||
|
Senior Euro Floating Rate Notes due May 2021, interest payable quarterly ("Floating Rate Notes") (1)
|
569
|
|
|
—
|
|
||
|
Senior Euro Notes due May 2021, interest payable annually at 0.125% ("May 2021 Euro Notes")
|
569
|
|
|
—
|
|
||
|
Senior Notes due August 2021, interest payable semi-annually at 2.250% ("2021 Notes")
|
750
|
|
|
750
|
|
||
|
Senior GBP Notes due June 2022, interest payable annually at 1.700% ("2022 GBP Notes")
|
381
|
|
|
382
|
|
||
|
Senior Notes due October 2022, interest payable semi-annually at 4.500% ("2022 Notes")
|
300
|
|
|
300
|
|
||
|
Senior Notes due April 2023, interest payable semi-annually at 3.500% ("2023 Notes")
|
700
|
|
|
700
|
|
||
|
Senior Euro Notes due May 2023, interest payable annually at 0.750% ("2023 Euro Notes")
|
1,421
|
|
|
—
|
|
||
|
Senior Notes due June 2024, interest payable semi-annually at 3.875% ("2024 Notes")
|
400
|
|
|
400
|
|
||
|
Senior Euro Notes due July 2024, interest payable annually at 1.100% ("2024 Euro Notes")
|
569
|
|
|
572
|
|
||
|
Senior GBP Notes due May 2025, interest payable annually at 2.602% ("2025 GBP Notes")
|
794
|
|
|
—
|
|
||
|
Senior Notes due October 2025, interest payable semi-annually at 5.000% ("2025 Notes")
|
900
|
|
|
900
|
|
||
|
Senior Notes due August 2026, interest payable semi-annually at 3.000% ("2026 Notes")
|
1,250
|
|
|
1,250
|
|
||
|
Senior Euro Notes due May 2027, interest payable annually at 1.500% ("2027 Euro Notes")
|
1,421
|
|
|
—
|
|
||
|
Senior Notes due May 2028, interest payable semi-annually at 4.250% ("2028 Notes")
|
400
|
|
|
400
|
|
||
|
Senior Notes due May 2029, interest payable semi-annually at 3.750% ("2029 Notes")
|
1,000
|
|
|
—
|
|
||
|
Senior Euro Notes due May 2030, interest payable annually at 2.000% ("2030 Euro Notes")
|
1,137
|
|
|
—
|
|
||
|
Senior GBP Notes due May 2031, interest payable annually at 3.360% ("2031 GBP Notes")
|
794
|
|
|
—
|
|
||
|
Senior Euro Notes due May 2039, interest payable annually at 2.950% ("2039 Euro Notes")
|
569
|
|
|
—
|
|
||
|
Senior Notes due August 2046, interest payable semi-annually at 4.500% ("2046 Notes")
|
500
|
|
|
500
|
|
||
|
Senior Notes due May 2048, interest payable semi-annually at 4.750% ("2048 Notes")
|
600
|
|
|
600
|
|
||
|
Revolving Credit Facility (2)
|
—
|
|
|
208
|
|
||
|
Other
|
(8
|
)
|
|
34
|
|
||
|
|
16,735
|
|
|
8,718
|
|
||
|
Current portion of long-term debt
|
(53
|
)
|
|
(48
|
)
|
||
|
Long-term debt, excluding current portion
|
$
|
16,682
|
|
|
$
|
8,670
|
|
|
(1)
|
As of June 30, 2019, the weighted-average interest rate of the Floating Rate Notes was 0.09%.
|
|
(2)
|
Interest on the Revolving Credit Facility is generally payable at LIBOR plus an applicable margin of up to 1.625% plus an unused commitment fee of up to 0.225%, each based upon the Company's corporate credit ratings.
|
|
|
|
Total
|
||
|
2019 remaining period
|
|
$
|
26
|
|
|
2020
|
|
1,198
|
|
|
|
2021
|
|
2,502
|
|
|
|
2022
|
|
692
|
|
|
|
2023
|
|
2,130
|
|
|
|
Thereafter
|
|
10,334
|
|
|
|
Total principal payments
|
|
16,882
|
|
|
|
Debt issuance costs, net of accumulated amortization
|
|
(114
|
)
|
|
|
Total long-term debt
|
|
$
|
16,768
|
|
|
|
|
Classification
|
|
June 30, 2019
|
||
|
Operating lease ROU assets
|
|
Other noncurrent assets
|
|
$
|
419
|
|
|
|
|
|
|
|
||
|
Operating lease liabilities
|
|
Accounts payable, accrued and other liabilities
|
|
$
|
105
|
|
|
|
|
Other long-term liabilities
|
|
321
|
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
426
|
|
|
2019 remaining period
|
|
$
|
58
|
|
|
2020
|
|
111
|
|
|
|
2021
|
|
88
|
|
|
|
2022
|
|
60
|
|
|
|
2023
|
|
45
|
|
|
|
Thereafter
|
|
108
|
|
|
|
Total lease payments
|
|
470
|
|
|
|
Less: Imputed interest
|
|
(44
|
)
|
|
|
Total operating lease liabilities
|
|
$
|
426
|
|
|
2019
|
|
$
|
121
|
|
|
2020
|
|
104
|
|
|
|
2021
|
|
80
|
|
|
|
2022
|
|
51
|
|
|
|
2023
|
|
38
|
|
|
|
Thereafter
|
|
86
|
|
|
|
Total
|
|
$
|
480
|
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net earnings attributable to FIS common stockholders
|
$
|
154
|
|
|
$
|
212
|
|
|
$
|
302
|
|
|
$
|
394
|
|
|
Weighted average shares outstanding — basic
|
324
|
|
|
329
|
|
|
323
|
|
|
329
|
|
||||
|
Plus: Common stock equivalent shares
|
3
|
|
|
4
|
|
|
4
|
|
|
5
|
|
||||
|
Weighted average shares outstanding — diluted
|
327
|
|
|
333
|
|
|
327
|
|
|
334
|
|
||||
|
Net earnings per share — basic attributable to FIS common stockholders
|
$
|
0.48
|
|
|
$
|
0.64
|
|
|
$
|
0.93
|
|
|
$
|
1.20
|
|
|
Net earnings per share — diluted attributable to FIS common stockholders
|
$
|
0.47
|
|
|
$
|
0.64
|
|
|
$
|
0.92
|
|
|
$
|
1.18
|
|
|
|
IFS
|
|
GFS
|
|
Corporate
and Other
|
|
Total
|
||||||||
|
Revenue
|
$
|
1,179
|
|
|
$
|
865
|
|
|
$
|
68
|
|
|
$
|
2,112
|
|
|
Operating expenses
|
739
|
|
|
636
|
|
|
346
|
|
|
1,721
|
|
||||
|
Depreciation and amortization
|
95
|
|
|
83
|
|
|
190
|
|
|
368
|
|
||||
|
EBITDA
|
535
|
|
|
312
|
|
|
(88
|
)
|
|
759
|
|
||||
|
Acquisition, integration and other costs
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
||||
|
Adjusted EBITDA
|
$
|
535
|
|
|
$
|
312
|
|
|
$
|
(53
|
)
|
|
$
|
794
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
EBITDA
|
|
|
|
|
|
|
$
|
759
|
|
||||||
|
Interest expense, net
|
|
|
|
|
|
|
72
|
|
|||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
368
|
|
|||||||
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
|
(124
|
)
|
||||
|
Provision (benefit) for income taxes
|
|
|
|
|
|
|
40
|
|
|||||||
|
Net earnings attributable to noncontrolling interest
|
|
|
|
|
|
|
1
|
|
|||||||
|
Net earnings attributable to FIS common stockholders
|
|
|
|
|
|
|
$
|
154
|
|
||||||
|
Capital expenditures (1)
|
$
|
73
|
|
|
$
|
62
|
|
|
$
|
6
|
|
|
$
|
141
|
|
|
Total assets
|
$
|
10,824
|
|
|
$
|
8,349
|
|
|
$
|
13,686
|
|
|
$
|
32,859
|
|
|
Goodwill
|
$
|
7,648
|
|
|
$
|
5,767
|
|
|
$
|
127
|
|
|
$
|
13,542
|
|
|
(1)
|
Capital expenditures for the three months ended June 30, 2019 include $1 million in other financing obligations for certain hardware and software.
|
|
|
IFS
|
|
GFS
|
|
Corporate
and Other
|
|
Total
|
||||||||
|
Revenue
|
$
|
1,124
|
|
|
$
|
899
|
|
|
$
|
83
|
|
|
$
|
2,106
|
|
|
Operating expenses
|
719
|
|
|
655
|
|
|
379
|
|
|
1,753
|
|
||||
|
Depreciation and amortization
|
87
|
|
|
70
|
|
|
197
|
|
|
354
|
|
||||
|
EBITDA
|
492
|
|
|
314
|
|
|
(99
|
)
|
|
707
|
|
||||
|
Acquisition deferred revenue adjustment
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
|
Acquisition, integration and other costs
|
—
|
|
|
—
|
|
|
49
|
|
|
49
|
|
||||
|
Adjusted EBITDA
|
$
|
492
|
|
|
$
|
314
|
|
|
$
|
(49
|
)
|
|
$
|
757
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
EBITDA
|
|
|
|
|
|
|
$
|
707
|
|
||||||
|
Interest expense, net
|
|
|
|
|
|
|
73
|
|
|||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
354
|
|
|||||||
|
Other income (expense) unallocated
|
|
|
|
|
|
|
(11
|
)
|
|||||||
|
Provision (benefit) for income taxes
|
|
|
|
|
|
|
51
|
|
|||||||
|
Net earnings attributable to noncontrolling interest
|
|
|
|
|
|
|
6
|
|
|||||||
|
Net earnings attributable to FIS common stockholders
|
|
|
|
|
|
|
$
|
212
|
|
||||||
|
Capital expenditures
|
$
|
76
|
|
|
$
|
64
|
|
|
$
|
4
|
|
|
$
|
144
|
|
|
Total assets (1)
|
$
|
10,570
|
|
|
$
|
8,118
|
|
|
$
|
5,180
|
|
|
$
|
23,868
|
|
|
Goodwill
|
$
|
7,662
|
|
|
$
|
5,834
|
|
|
$
|
170
|
|
|
$
|
13,666
|
|
|
|
IFS
|
|
GFS
|
|
Corporate
and Other
|
|
Total
|
||||||||
|
Revenue
|
$
|
2,309
|
|
|
$
|
1,728
|
|
|
$
|
132
|
|
|
$
|
4,169
|
|
|
Operating expenses
|
1,468
|
|
|
1,271
|
|
|
724
|
|
|
3,463
|
|
||||
|
Depreciation and amortization
|
192
|
|
|
164
|
|
|
380
|
|
|
736
|
|
||||
|
EBITDA
|
1,033
|
|
|
621
|
|
|
(212
|
)
|
|
1,442
|
|
||||
|
Acquisition, integration and other costs
|
—
|
|
|
—
|
|
|
81
|
|
|
81
|
|
||||
|
Adjusted EBITDA
|
$
|
1,033
|
|
|
$
|
621
|
|
|
$
|
(131
|
)
|
|
$
|
1,523
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
EBITDA
|
|
|
|
|
|
|
$
|
1,442
|
|
||||||
|
Interest expense, net
|
|
|
|
|
|
|
147
|
|
|||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
736
|
|
|||||||
|
Other income (expense) unallocated
|
|
|
|
|
|
|
|
|
|
(183
|
)
|
||||
|
Provision (benefit) for income taxes
|
|
|
|
|
|
|
72
|
|
|||||||
|
Net earnings attributable to noncontrolling interest
|
|
|
|
|
|
|
2
|
|
|||||||
|
Net earnings attributable to FIS common stockholders
|
|
|
|
|
|
|
$
|
302
|
|
||||||
|
Capital expenditures (1)
|
$
|
168
|
|
|
$
|
142
|
|
|
$
|
10
|
|
|
$
|
320
|
|
|
(1)
|
Capital expenditures for the six months ended June 30, 2019 include $35 million in other financing obligations for certain hardware and software.
|
|
|
IFS
|
|
GFS
|
|
Corporate
and Other
|
|
Total
|
||||||||
|
Revenue
|
$
|
2,185
|
|
|
$
|
1,826
|
|
|
$
|
161
|
|
|
$
|
4,172
|
|
|
Operating expenses
|
1,414
|
|
|
1,345
|
|
|
766
|
|
|
3,525
|
|
||||
|
Depreciation and amortization
|
172
|
|
|
137
|
|
|
397
|
|
|
706
|
|
||||
|
EBITDA
|
943
|
|
|
618
|
|
|
(208
|
)
|
|
1,353
|
|
||||
|
Acquisition deferred revenue adjustment
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
|
Acquisition, integration and other costs
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
||||
|
Adjusted EBITDA
|
$
|
943
|
|
|
$
|
618
|
|
|
$
|
(99
|
)
|
|
$
|
1,462
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
EBITDA
|
|
|
|
|
|
|
$
|
1,353
|
|
||||||
|
Interest expense, net
|
|
|
|
|
|
|
144
|
|
|||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
706
|
|
|||||||
|
Other income (expense) unallocated
|
|
|
|
|
|
|
(10
|
)
|
|||||||
|
Provision (benefit) for income taxes
|
|
|
|
|
|
|
85
|
|
|||||||
|
Net earnings attributable to noncontrolling interest
|
|
|
|
|
|
|
14
|
|
|||||||
|
Net earnings attributable to FIS common stockholders
|
|
|
|
|
|
|
$
|
394
|
|
||||||
|
Capital expenditures
|
$
|
175
|
|
|
$
|
135
|
|
|
$
|
6
|
|
|
$
|
316
|
|
|
•
|
the risk that the Worldpay transaction will not provide the expected benefits, or that we will not be able to achieve the cost or revenue synergies anticipated;
|
|
•
|
the risk that the integration of FIS and Worldpay will be more difficult, time-consuming or expensive than anticipated;
|
|
•
|
the risk of customer loss or other business disruption in connection with the Worldpay transaction, or of the loss of key employees;
|
|
•
|
the fact that unforeseen liabilities of FIS or Worldpay may exist;
|
|
•
|
the risk that acquired businesses will not be integrated successfully, or that the integration will be more costly or more time-consuming and complex than anticipated;
|
|
•
|
the risk that cost savings and other synergies anticipated to be realized from acquisitions may not be fully realized or may take longer to realize than expected;
|
|
•
|
the risks of doing business internationally;
|
|
•
|
changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, changes in either or both the United States and international lending, capital and financial markets and currency fluctuations;
|
|
•
|
the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including privacy and cybersecurity laws and regulations;
|
|
•
|
the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in, or new laws or regulations affecting, the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;
|
|
•
|
changes in the growth rates of the markets for our solutions;
|
|
•
|
failures to adapt our solutions to changes in technology or in the marketplace;
|
|
•
|
internal or external security breaches of our systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;
|
|
•
|
the risk that implementation of software (including software updates) for customers or at customer locations or employee error in monitoring our software and platforms may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;
|
|
•
|
the reaction of current and potential customers to communications from us or regulators regarding information security, risk management, internal audit or other matters;
|
|
•
|
competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development of new disruptive technologies competing with one or more of our solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions we provide to many of our customers;
|
|
•
|
the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers;
|
|
•
|
the failure to meet financial goals to grow the business in Brazil after the unwinding of the Brazilian Venture;
|
|
•
|
the risks of reduction in revenue from the loss of existing and/or potential customers in Brazil after the unwinding of the Brazilian Venture;
|
|
•
|
an operational or natural disaster at one of our major operations centers;
|
|
•
|
failure to comply with applicable requirements of payment networks or card schemes or changes in those requirements;
|
|
•
|
fraud by merchants or bad actors; and
|
|
•
|
other risks detailed in this document under Part II Item 1A. Risk Factors, and in the Risk Factors and other sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in our other filings with the Securities and Exchange Commission.
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Revenue
|
$
|
2,112
|
|
|
$
|
2,106
|
|
|
$
|
4,169
|
|
|
$
|
4,172
|
|
|
Cost of revenue
|
1,404
|
|
|
1,414
|
|
|
2,785
|
|
|
2,828
|
|
||||
|
Gross profit
|
708
|
|
|
692
|
|
|
1,384
|
|
|
1,344
|
|
||||
|
Selling, general and administrative expenses
|
317
|
|
|
339
|
|
|
678
|
|
|
697
|
|
||||
|
Operating income
|
391
|
|
|
353
|
|
|
706
|
|
|
647
|
|
||||
|
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net
|
(72
|
)
|
|
(73
|
)
|
|
(147
|
)
|
|
(144
|
)
|
||||
|
Other income (expense), net
|
(120
|
)
|
|
(4
|
)
|
|
(172
|
)
|
|
(2
|
)
|
||||
|
Total other income (expense), net
|
(192
|
)
|
|
(77
|
)
|
|
(319
|
)
|
|
(146
|
)
|
||||
|
Earnings before income taxes and equity method investment earnings (loss)
|
199
|
|
|
276
|
|
|
387
|
|
|
501
|
|
||||
|
Provision (benefit) for income taxes
|
40
|
|
|
51
|
|
|
72
|
|
|
85
|
|
||||
|
Equity method investment earnings (loss)
|
(4
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|
(8
|
)
|
||||
|
Net earnings
|
155
|
|
|
218
|
|
|
304
|
|
|
408
|
|
||||
|
Net (earnings) loss attributable to noncontrolling interest
|
(1
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(14
|
)
|
||||
|
Net earnings attributable to FIS common stockholders
|
$
|
154
|
|
|
$
|
212
|
|
|
$
|
302
|
|
|
$
|
394
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net earnings per share — basic attributable to FIS common stockholders
|
$
|
0.48
|
|
|
$
|
0.64
|
|
|
$
|
0.93
|
|
|
$
|
1.20
|
|
|
Weighted average shares outstanding — basic
|
324
|
|
|
329
|
|
|
323
|
|
|
329
|
|
||||
|
Net earnings per share — diluted attributable to FIS common stockholders
|
$
|
0.47
|
|
|
$
|
0.64
|
|
|
$
|
0.92
|
|
|
$
|
1.18
|
|
|
Weighted average shares outstanding — diluted
|
327
|
|
|
333
|
|
|
327
|
|
|
334
|
|
||||
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions)
|
|
(In millions)
|
||||||||||||
|
Revenue
|
$
|
1,179
|
|
|
$
|
1,124
|
|
|
$
|
2,309
|
|
|
$
|
2,185
|
|
|
Adjusted EBITDA
|
$
|
535
|
|
|
$
|
492
|
|
|
$
|
1,033
|
|
|
$
|
943
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions)
|
|
(In millions)
|
||||||||||||
|
Revenue
|
$
|
865
|
|
|
$
|
899
|
|
|
$
|
1,728
|
|
|
$
|
1,826
|
|
|
Adjusted EBITDA
|
$
|
312
|
|
|
$
|
314
|
|
|
$
|
621
|
|
|
$
|
618
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions)
|
|
(In millions)
|
||||||||||||
|
Revenue
|
$
|
68
|
|
|
$
|
83
|
|
|
$
|
132
|
|
|
$
|
161
|
|
|
Adjusted EBITDA
|
$
|
(53
|
)
|
|
$
|
(49
|
)
|
|
$
|
(131
|
)
|
|
$
|
(99
|
)
|
|
|
|
|
|
|
|
Bank pays
|
|
FIS pays
|
||||
|
Effective Date
|
|
Maturity Date
|
|
Notional
|
|
fixed rate of
|
|
variable rate of
|
||||
|
December 21, 2018
|
|
July 15, 2024
|
|
€
|
500
|
|
|
1.100
|
%
|
|
3-month Euribor + 0.878%
|
(1)
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
||||||||||||
|
Currency
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Pound Sterling
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
17
|
|
|
$
|
17
|
|
|
Euro
|
|
7
|
|
|
7
|
|
|
14
|
|
|
15
|
|
||||
|
Real
|
|
4
|
|
|
9
|
|
|
8
|
|
|
19
|
|
||||
|
Rupee
|
|
3
|
|
|
3
|
|
|
6
|
|
|
6
|
|
||||
|
Total increase or decrease
|
|
$
|
23
|
|
|
$
|
28
|
|
|
$
|
45
|
|
|
$
|
57
|
|
|
•
|
the inability to successfully combine the business of Worldpay in a manner that permits FIS to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the merger;
|
|
•
|
complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and
|
|
•
|
potential unknown liabilities and unforeseen increased expenses or delays associated with the merger.
|
|
•
|
diversion of the attention of FIS' management; and
|
|
•
|
the disruption of, or the loss of momentum in, FIS' ongoing businesses or inconsistencies in standards, controls, procedures and policies.
|
|
|
|
Incorporated by Reference
|
|
||||
|
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
|
|
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
|
|
3.1
|
Articles of Amendment to the Articles of Incorporation of Fidelity National Information Services, Inc., Effective as of July 31, 2019.
|
8-K
|
001-16427
|
3.1
|
|
7/31/2019
|
|
|
4.1
|
Seventeenth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.1
|
|
5/21/2019
|
|
|
4.2
|
Eighteenth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.2
|
|
5/21/2019
|
|
|
4.3
|
Nineteenth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.3
|
|
5/21/2019
|
|
|
4.4
|
Twentieth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.4
|
|
5/21/2019
|
|
|
4.5
|
Twenty-First Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.5
|
|
5/21/2019
|
|
|
4.6
|
Twenty-Second Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.6
|
|
5/21/2019
|
|
|
4.7
|
Twenty-Third Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.7
|
|
5/21/2019
|
|
|
4.8
|
Twenty-Fourth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.8
|
|
5/21/2019
|
|
|
4.9
|
Twenty-Fifth Supplemental Indenture, dated as of May 21, 2019 between FIS and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee.
|
8-K
|
001-16427
|
4.9
|
|
5/21/2019
|
|
|
10.1
|
Second Amendment Agreement, dated as of April 5, 2019, by and among Fidelity National Information Services, Inc., the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent.
|
8-K
|
001-16427
|
10.1
|
|
4/11/2019
|
|
|
10.2
|
Third Amendment and Joinder Agreement, dated as of May 29, 2019, by and among Fidelity National Information Services, Inc., the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent.
|
8-K
|
001-16427
|
10.1
|
|
6/4/2019
|
|
|
|
|
Incorporated by Reference
|
|
|||
|
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
|
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
|
10.3
|
Amendment to Employment Agreement, effective as of May 21, 2019, by and among Fidelity National Information Services, Inc., and Gary A. Norcross. (1)
|
|
|
|
|
*
|
|
10.4
|
Terms and Conditions of Employment, effective as of April 2, 2018, by and among FIS Systems (U.K.) Limited. and Martin Boyd. (1)
|
|
|
|
|
*
|
|
10.5
|
Letter Agreement, effective as of August 1, 2019, by and among Fidelity National Information Services, Inc., and Charles Drucker. (1)
|
|
|
|
|
*
|
|
10.6
|
Employment Agreement, effective as of August 1, 2019, by and between Fidelity National Information Services, Inc., and Mark Heimbouch. (1)
|
|
|
|
|
*
|
|
10.7
|
Employment Agreement, effective as of August 1, 2019, by and between Fidelity National Information Services, Inc., and Stephanie Ferris. (1)
|
|
|
|
|
*
|
|
10.8
|
Consulting Agreement, effective as of August 1, 2019, by and among Fidelity National Information Services, Inc., and Stephan A. James. (1)
|
|
|
|
|
*
|
|
31.1
|
Certification of Gary A. Norcross, President and 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, Corporate Executive Vice President and 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, President and and 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, Corporate Executive Vice President and 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
*
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
*
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
*
|
|
|
|
Incorporated by Reference
|
|
|||
|
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
|
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
*
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
*
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
*
|
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
|
|
|
Date: August 6, 2019
|
By:
|
/s/ JAMES W. WOODALL
|
|
|
|
James W. Woodall
|
|
|
|
Corporate Executive Vice President and Chief Financial Officer
(Principal Financial Officer )
|
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
|
|
|
Date: August 6, 2019
|
By:
|
/s/ KATY T. THOMPSON
|
|
|
|
Katy T. Thompson
|
|
|
|
Corporate Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
Incorporated by Reference
|
|
||||
|
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
|
|
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
|
|
3.1
|
8-K
|
001-16427
|
3.1
|
|
7/31/2019
|
|
|
|
4.1
|
8-K
|
001-16427
|
4.1
|
|
5/21/2019
|
|
|
|
4.2
|
8-K
|
001-16427
|
4.2
|
|
5/21/2019
|
|
|
|
4.3
|
8-K
|
001-16427
|
4.3
|
|
5/21/2019
|
|
|
|
4.4
|
8-K
|
001-16427
|
4.4
|
|
5/21/2019
|
|
|
|
4.5
|
8-K
|
001-16427
|
4.5
|
|
5/21/2019
|
|
|
|
4.6
|
8-K
|
001-16427
|
4.6
|
|
5/21/2019
|
|
|
|
4.7
|
8-K
|
001-16427
|
4.7
|
|
5/21/2019
|
|
|
|
4.8
|
8-K
|
001-16427
|
4.8
|
|
5/21/2019
|
|
|
|
4.9
|
8-K
|
001-16427
|
4.9
|
|
5/21/2019
|
|
|
|
10.1
|
8-K
|
001-16427
|
10.1
|
|
4/11/2019
|
|
|
|
10.2
|
8-K
|
001-16427
|
10.1
|
|
6/4/2019
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
|
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
|
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
|
10.3
|
|
|
|
|
*
|
|
|
10.4
|
|
|
|
|
*
|
|
|
10.5
|
|
|
|
|
*
|
|
|
10.6
|
|
|
|
|
*
|
|
|
10.7
|
|
|
|
|
*
|
|
|
10.8
|
|
|
|
|
*
|
|
|
31.1
|
|
|
|
|
*
|
|
|
31.2
|
|
|
|
|
*
|
|
|
32.1
|
|
|
|
|
*
|
|
|
32.2
|
|
|
|
|
*
|
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
*
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
*
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
*
|
|
|
|
Incorporated by Reference
|
|
|||
|
Exhibit
|
|
|
SEC File
|
|
|
Filed/ Furnished
|
|
No.
|
Exhibit Description
|
Form
|
Number
|
Exhibit
|
Filing Date
|
Herewith
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
*
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
*
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
*
|
|
1.
|
Your base salary will continue to be $875,000, less applicable withholdings and payroll taxes. Your duties will be commensurate with your position as Vice Chairman and are expected to include meeting with selected customers, meetings with key industry parties (including networks) and assisting with the integration of Worldpay and FIS (including helping with the engagement of legacy Worldpay employees).
|
|
2.
|
You will receive an annual bonus for 2019 (“Annual Bonus”) based upon your current target under the Worldpay Variable Compensation Plan, which shall be payable at the same time the Company pays annual bonuses to its officers on or before March 15, 2020, which shall be payable regardless of whether your employment with FIS or its affiliate terminates at any time, unless otherwise mutually agreed by the parties. Your target Annual Bonus under the Worldpay Variable Compensation Plan shall be no less than 175% of your then current base salary, with a maximum of up to 2 times target. Your 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. If your employment amicably terminates prior to the awarding of annual equity awards to officers of the Company in or about March 2020, the Company will consider, in its discretion, the payment of an additional bonus to you in lieu of any such equity award contingent upon your execution of a waiver and release of all claims against the Company and its affiliates (the “ Release”), other than claims for (i) payments due under this letter agreement, (ii) vested accrued benefits under Worldpay or FIS compensation and benefits plans , (iii) indemnification in accordance with applicable law and FIS’ governance
|
|
3.
|
The Company acknowledges that you will have Good Reason to terminate your employment at the Closing based upon a Change of Control and a change of your position and duties and would be entitled to receive severance benefits in accordance with a “Qualifying Termination during Change of Control Protection Period” under the Worldpay, Inc. Executive Severance Plan, as amended and restated on March 17, 2019 (the “ESP”) and accelerated vesting under all of your equity award agreements granted during your employment with Worldpay or its predecessor(s) (collectively, the “Closing COC Benefits”). You have agreed to defer receipt of the Closing COC Benefits until after the end of your employment (unless earlier vested in the ordinary course) with FIS and FIS has agreed to waive and cause all relevant affiliated entities to waive any argument that such deferred receipt under the ESP or the applicable equity award agreement after the end of your employment with FIS is untimely under the ESP or the applicable equity award agreement and will honor and cause all relevant entities to honor your right to such deferred receipt at that time. FIS will, or will cause its affiliate to pay, within the time period and conditions set forth in Paragraph no. 4 below (including a Release as required under the ESP, but for avoidance of doubt releasing FIS and its affiliates)after the earliest of (1) the date your employment with FIS or its affiliates ends for any reason on or after December 1, 2019 (including your resignation for any reason or no reason at all), (2) the date FIS terminates your employment without Cause or you resign employment or upon the termination of your employment as a result of your death or Disability (as defined in the Worldpay, Inc. 2012 Equity Incentive Plan) (each a “Qualifying Termination”) and (3) July 31, 2020 (except as provided below in this Paragraph No. 3 if you continue to remain employed by the Company following July 31, 2020), the Closing COC Benefits, subject to such payment and settlement dates as provided in the applicable equity award agreements and the Company will work with you to make sure that such payments and settlements are in compliance with Section 409A of the Internal Revenue Code (and the effectiveness of a release of claims as set forth in the ESP) without the necessity of you filing a notice of termination for Good Reason at such time. For the avoidance of doubt, notwithstanding your agreement to serve as Vice Chairman of FIS for the Term, any resignation of employment prior to the end of the Term shall not be regarded as a breach of this letter agreement and shall not impair your right to receive the Closing COC Benefits in accordance with this Paragraph no.3, unless such resignation occurs prior to December 1, 2019 (“Disqualifying Resignation”), in which case you shall not receive the Closing COC Benefits. In the event by mutual agreement of you and FIS your employment with FIS or its affiliate does not terminate at the end of the Term, your right to receive severance benefits in accordance with a “Qualifying Termination during Change of Control Protection Period” under the ESP (which in all cases for the purposes of this letter agreement shall be based on your compensation set forth in Paragraphs no. 1 and 2 hereof, shall vest and be deferred until such time that you experience a “separation from service” as defined under Section 409A. At the time your equity awards are subject to withholding or taxes (including
|
|
4.
|
If, at any time between the date of Closing and prior to the first anniversary of the Closing, you experience a Qualifying Termination, then, in addition to your Closing COC Benefits, you shall also be paid by FIS or its affiliates in a lump sum, payable no later than the first full payroll period commencing after the Release required pursuant to this Paragraph and Paragraph nos. 2 and 3 hereof) following your date of termination becomes effective (i.e., after the eight-day revocation period thereunder expires), for the remaining salary under Paragraph no. 1 of this letter agreement that you would have been paid had you continued in employment through the end of the Term in exchange for your execution of a waiver and release of all claims (excluding Claim Exceptions) against the Company and its affiliates.
|
|
5.
|
You have entered into a Non-Competition, Non-Solicitation and Confidentiality Agreement on June 30, 2009, as amended on May 16, 2017, with predecessors to Worldpay (the “Agreement”), which, as amended, provides, among other things, for a one year post-termination period in which you agree that you will not compete with Worldpay or solicit its customers or employees, subject to its more specific terms. You also agree to abide by the restrictive covenants set forth in the ESP, and further have entered into equity award agreements with Worldpay (“Worldpay Equity Grant Agreements”, together with the Agreement ESP and any other non-competition agreements or other restrictive covenants you have entered into with Worldpay, the “Agreements”), all of which have provisions pursuant to which you have agreed to similar restrictive covenants on behalf of Worldpay. You, Worldpay and the Company agree that the Agreement and the restrictive covenants provisions of the Worldpay Equity Grant Agreements shall be automatically amended as of the Closing to the extent necessary by applicable law to: (i) apply to and be enforceable by FIS as if Worldpay was replaced as a successor or party in the Agreements with FIS; and (ii) extend your obligations under all of the restrictive covenants in the Agreements until July 31, 2021, on which date all such obligations shall expire.
|
|
6.
|
The parties agree that no breach by you of any aspect of this letter agreement will result in forfeiture of the Closing COC Benefits, unless such breach (i) is established to have been in bad faith with the intent to harm FIS or (ii) constitutes a Disqualifying Resignation.
|
|
7.
|
This letter agreement shall, with respect to the subject matters specified herein, supersede all other written and oral arrangements you may have with Worldpay, FIS or any of their affiliates or predecessors, except that the terms and conditions of the Worldpay, Inc. Executive Severance Plan for purposes of paying out any COC benefits as allowed herein and your existing equity agreements with Worldpay, Inc. shall remain in effect subject to any limitations stated herein.-
|
|
Fidelity National Information Services, Inc.
|
|
|
|
|
|
By:
|
/s/ Marc M. Mayo
|
|
|
Marc M. Mayo
|
|
Its:
|
Corporate Executive Vice President and Chief Legal Officer
|
|
|
|
|
Worldpay, Inc.
|
|
|
|
|
|
By:
|
/s/ Marc M. Mayo
|
|
|
Marc M. Mayo
|
|
Its:
|
Corporate Executive Vice President and Chief Legal Officer
|
|
ACCEPTED:
|
|
|
|
|
|
/s/ Charles Drucker
|
|
|
Charles Drucker
|
|
|
Date:
|
August 1, 2019
|
|
(a)
|
Employee will receive an annual bonus for 2019 under the Worldpay Variable Compensation Plan, which shall be payable at the same time the Company pays annual bonuses to its officers on or before March 15, 2020. Commencing in 2020, Employee will be eligible to receive an annual incentive bonus opportunity under Company's annual officer 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 120% 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 Company, but may not be decreased without Employee's express written consent. 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. If owed pursuant to the terms of the plan, the Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates.
|
|
(b)
|
eligibility to participate in Company's equity incentive plans.
|
|
(c)
|
with respect to equity awards granted to Employee while employed by Worldpay prior to the Effective Date (“Worldpay Equity”), such awards shall continue to vest pursuant to their existing vesting schedules; provided, that (i) the stock options granted to Employee on March 1, 2019 and (ii) the performance awards granted to Employee on March 2, 2018 and March 1, 2019 shall each be amended to provide for quarterly vesting (and initial exercisability in respect of the stock options) of unvested amounts in eight substantially equal quarterly installments (instead of annual or cliff vesting provided in such current agreements) commencing on the last day of the month that is three (3) months after the Effective Date with all vesting (and initial exercisability) to be completed on or prior to 24 months following the Effective Date (the last potential vesting installment period falling immediately prior to the second anniversary of the Effective Date) and with settlement in the case of the performance awards pursuant to the terms of the applicable award.
|
|
(d)
|
all other benefits and incentive opportunities made available to similarly situated executives. This would include any relocation assistance required and access to of Company planes for business travel and personal travel subject to availability and Company policy.
|
|
(a)
|
Notice of Termination. Any purported termination of Employee's employment (other than by reason of death) shall be communicated by written Notice of Termination (as defined herein) from one party to the other in accordance with the notice provisions contained in this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the "Date of Termination" and, with respect to a termination due to "Cause", "Disability" or "Good Reason", sets forth in reasonable detail the facts and circumstances that are alleged to provide a basis for such termination. A Notice of Termination from Company shall specify whether the termination is with or without Cause or due to Employee's Disability. A Notice of Termination from Employee shall specify whether the termination is with or without Good Reason.
|
|
(b)
|
Date of Termination. For purposes of this Agreement, "Date of Termination" shall mean the date specified in the Notice of Termination (but in no event shall such date be earlier than the thirtieth (30th) day following the date the Notice of Termination
|
|
(c)
|
No Waiver. The failure to set forth any fact or circumstance in a Notice of Termination, which fact or circumstance was not known to the party giving the Notice of Termination when the notice was given, shall not constitute a waiver of the right to assert such fact or circumstance in an attempt to enforce any right under or provision of this Agreement.
|
|
(d)
|
Cause. For purposes of this Agreement, a termination for "Cause" means a termination by Company based upon Employee's: (i) persistent knowing failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by Company that would otherwise constitute Good Reason); (ii) willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by Company that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo contendere to, criminal activities involving dishonesty or moral turpitude; (iv) material breach of this Agreement; (v) material breach of the Company's business policies, accounting practices or standards of ethics; or (vi) intentional failure to materially cooperate with or impeding an investigation authorized by the Board; provided, however, that no such event described in subsections (i), (ii), (iv), (v), or (vi) above shall constitute Cause unless: (1) Employer gives Notice of Termination to Employee specifying the condition or event relied upon for such termination within ninety (90) days of the initial existence of such event and (2) Employee fails to cure the condition or event constituting Cause within thirty (30) days following receipt of Employer's Notice of Termination. Notwithstanding the foregoing, “Cause” shall have the meaning ascribed to such term in the Worldpay, Inc. Executive Severance Plan, as amended and restated as of March 17, 2019 (the “Plan”) for purposes of any Worldpay Equity awards and the severance benefits under Section 10(a)(ii) of this Agreement.
|
|
(e)
|
Disability. For purposes of this Agreement, a termination based upon "Disability" means a termination by Company based upon Employee's entitlement to long-term disability benefits under Company's long-term disability plan or policy, as the case may be, as in effect on the Date of Termination.
|
|
(f)
|
Good Reason. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee based upon the occurrence (without Employee's express written consent) of any of the following:
|
|
(i)
|
a material change in the geographic location of Employee's principal working location (Jacksonville, FL) after relocation to Jacksonville of more than thirty-five (35) miles;
|
|
(ii)
|
a material diminution in Employee's Annual Base Salary (except as provided hereinabove) or Annual Bonus Opportunity or a reduction in Employee’s reporting line (i.e. not reporting to the Chief Executive officer of the Company) or material reduction in Employee’s duties, responsibilities, or authority as they exist on the Effective Date;
|
|
(iii)
|
a demotion in Employee’s title to any level below Division President;
|
|
(iv)
|
a material breach by Company of any of its obligations under this Agreement; or
|
|
(v)
|
if Employee receives notice of intent not to renew this Agreement within one year of a Change of Control (as defined in the Company’s 2008 Omnibus Incentive Plan, as amended and restated.
|
|
(a)
|
Termination by Employee for Good Reason Up to Two Years After the Effective Date.
|
|
(b)
|
Termination by Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason After the Expiration of the Period
|
|
(i)
|
Company shall pay Employee the Accrued Obligations;
|
|
(ii)
|
Company shall pay Employee no later than March 15th of the calendar year following the year in which the Date of Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have been earned by Employee for the year in which the Date of Termination occurs, ignoring any requirement under the Annual Bonus Plan that Employee must be employed on the payment date (using Employee's Annual Bonus Opportunity for the prior year if no Annual Bonus Opportunity has been approved for the year in which the Date of Termination occurs), multiplied by the percentage of the calendar year completed before the Date of Termination;
|
|
(iii)
|
Subject to Section 26(b) hereof, the Company shall pay Employee as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, a lump-sum payment equal to 200% of the sum of: (A) Employee's Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which Employee did not expressly consent in writing); and (B) the target Annual Bonus in the year in which the Date of Termination occurs;
|
|
(iv)
|
All stock option, restricted stock, performance unit and other equity-based incentive awards granted by Company that were outstanding but not vested as of the Date of Termination shall become immediately vested and/or payable, as the case may be; and
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|
(v)
|
As long as Employee pays the full monthly premiums for COBRA coverage, Company shall provide Employee and, as applicable, Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to Company's active executives and their dependents until the earlier of: (i) 18 months after the Date of Termination; or (ii) the date Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, Company shall pay Employee a lump sum cash payment equal to eighteen monthly medical and dental COBRA premiums based on the level of coverage in effect for the Employee (e.g., employee only or family coverage) on the Date of Termination.
|
|
(c)
|
Termination by Company for Cause and by Employee without Good Reason. If Employee's employment is terminated during the Employment Term by Company
|
|
(d)
|
Termination due to Death or Disability. If Employee's employment is terminated prior to the second anniversary of the Effective Date due to death or disability, Employee shall be entitled to those post termination payments and benefits set forth in Section 10(a)(i) above and vesting and payment of all equity-based incentive awards as provided in Section 10(b)(iv). For the remainder of Employee’s employment after the second anniversary after the Effective Date, if Employee’s employment is then terminated during the Employment Term due to death or Disability, Company shall pay Employee (or to Employee's estate or personal representative in the case of death), as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination: (i) any Accrued Obligations; plus (ii) a prorated Annual Bonus based upon the target Annual Bonus Opportunity in the year in which the
|
|
13.
|
Non-Competition.
|
|
(a)
|
During Employment Term. During the Employment Term, Employee will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to Company and its affiliates, and will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of Company or affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with Company's or its affiliates' principal business. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work performed as an employee of Company, and Employee will not combine or conspire with any other employee of Company or any other person for the purpose of organizing any such competitive business activity.
|
|
(b)
|
After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of Company and its affiliates as a result of employment. The parties further acknowledge that the scope of business in which Company and its affiliates are engaged as of the Effective Date is international and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure Company and its affiliates. Accordingly, for a period of one (1) year after Employee's employment terminates for any reason whatsoever, Employee agrees: (1) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of Company or an affiliate.
|
|
(a)
|
Withholding. Company or an affiliate may deduct from all compensation and benefits payable under this Agreement any taxes or withholdings Company is required to deduct pursuant to state, federal or local laws.
|
|
(b)
|
Section 409A. This Agreement and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"), to the extent applicable. The Company and Employee will cooperate in good faith to revise any provision of this Agreement which is determined to violate Section 409A if necessary in order to comply with 409A while attempting to preserve the original economic intent of the parties to the maximum extent reasonably possible. To the extent Employee is a "specified employee" under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service or as soon as practicable following Employee’s death. In no event may Employee, directly or indirectly, designate the calendar year of a payment. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee's taxable year following the taxable year in which such
|
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
|
|
|
|
By:
|
/s/ Marc M. Mayo
|
|
|
Its:
|
Corporate Executive Vice President and Chief Legal Officer
|
|
|
|
/s/ MARK HEIMBOUCH
|
|
(a)
|
Employee will receive an annual bonus for 2019 under the Worldpay Variable Compensation Plan, which shall be payable at the same time the Company pays annual bonuses to its officers on or before March 15, 2020. Commencing in 2020, Employee will be eligible to receive an annual incentive bonus opportunity under Company's annual officer 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 100% 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 Company, but may not be decreased without Employee's express written consent. 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. If owed pursuant to the terms of the plan, the Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates.
|
|
(b)
|
eligibility to participate in Company's equity incentive plans.
|
|
(c)
|
with respect to equity awards granted to Employee while employed by Worldpay prior to the Effective Date (“Worldpay Equity”), such awards shall continue to vest pursuant to their existing vesting schedules; provided, that (i) the stock options granted to Employee on March 1, 2019 and (ii) the performance awards granted to Employee on March 2, 2018 and March 1, 2019 shall each be amended to provide for quarterly vesting (and initial exercisability in respect of the stock options) of unvested amounts in eight substantially equal quarterly installments (instead of annual or cliff vesting provided in such current agreements) commencing on the last day of the month that is three (3) months after the Effective Date with all vesting (and initial exercisability) to be completed on or prior to 24 months following the Effective Date (the last potential vesting installment period falling immediately prior to the second anniversary of the Effective Date) and with settlement in the case of the performance awards pursuant to the terms of the applicable award.
|
|
(d)
|
all other benefits and incentive opportunities made available to similarly situated executives. This would include any relocation assistance required and access to of
|
|
(a)
|
Notice of Termination. Any purported termination of Employee's employment (other than by reason of death) shall be communicated by written Notice of Termination (as defined herein) from one party to the other in accordance with the notice provisions contained in this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the "Date of Termination" and, with respect to a termination due to "Cause", "Disability" or "Good Reason", sets forth in reasonable detail the facts and circumstances that are alleged to provide a basis for such termination. A Notice of Termination from Company shall specify whether the termination is with or without Cause or due to Employee's Disability. A Notice of Termination from Employee shall specify whether the termination is with or without Good Reason.
|
|
(b)
|
Date of Termination. For purposes of this Agreement, "Date of Termination" shall mean the date specified in the Notice of Termination (but in no event shall such date be earlier than the thirtieth (30th) day following the date the Notice of Termination is given) or the date of Employee's death. If the Company disagrees with an Employee’s designated Date of Termination, the Company shall have the right to set
|
|
(c)
|
No Waiver. The failure to set forth any fact or circumstance in a Notice of Termination, which fact or circumstance was not known to the party giving the Notice of Termination when the notice was given, shall not constitute a waiver of the right to assert such fact or circumstance in an attempt to enforce any right under or provision of this Agreement.
|
|
(d)
|
Cause. For purposes of this Agreement, a termination for "Cause" means a termination by Company based upon Employee's: (i) persistent knowing failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by Company that would otherwise constitute Good Reason); (ii) willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by Company that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo contendere to, criminal activities involving dishonesty or moral turpitude; (iv) material breach of this Agreement; (v) material breach of the Company's business policies, accounting practices or standards of ethics; or (vi) intentional failure to materially cooperate with or impeding an investigation authorized by the Board; provided, however, that no such event described in subsections (i), (ii), (iv), (v), or (vi) above shall constitute Cause unless: (1) Employer gives Notice of Termination to Employee specifying the condition or event relied upon for such termination within ninety (90) days of the initial existence of such event and (2) Employee fails to cure the condition or event constituting Cause within thirty (30) days following receipt of Employer's Notice of Termination. Notwithstanding the foregoing, “Cause” shall have the meaning ascribed to such term in the Worldpay, Inc. Executive Severance Plan, as amended and restated as of March 17, 2019 (the “Plan”) for purposes of any Worldpay Equity awards and the severance benefits under Section 10(a)(ii) of this Agreement.
|
|
(e)
|
Disability. For purposes of this Agreement, a termination based upon "Disability" means a termination by Company based upon Employee's entitlement to long-term disability benefits under Company's long-term disability plan or policy, as the case may be, as in effect on the Date of Termination.
|
|
(f)
|
Good Reason. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee based upon the occurrence (without Employee's express written consent) of any of the following:
|
|
(i)
|
a material diminution in Employee's Annual Base Salary (except as provided hereinabove) or Annual Bonus Opportunity or a reduction in Employee’s reporting line (i.e. not reporting to the Chief Executive officer of the Company) or material reduction in Employee’s duties, responsibilities, or authority as they exist on the Effective Date;
|
|
(ii)
|
a demotion in Employee’s title to any level below Chief Operating Officer;
|
|
(iii)
|
a material breach by Company of any of its obligations under this Agreement;
|
|
(iv)
|
a material change in the geographic location of Employee's principal working location (Cincinnati, Ohio) of more than thirty-five (35) miles; or
|
|
(v)
|
if Employee receives notice of intent not to renew this Agreement within one year of a Change of Control (as defined in the Company’s 2008 Omnibus Incentive Plan, as amended and restated.
|
|
(a)
|
Termination by Employee for Good Reason Up to Two Years After the Effective Date.
|
|
(b)
|
Termination by Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason After the Expiration of the Period Covered under Section 10(a) Hereof. If Employee's employment is terminated during the Employment Term by: (1) Company for any reason other than Cause, Death or Disability; or (2) Employee for Good Reason - both of which will be considered involuntary terminations:
|
|
(i)
|
Company shall pay Employee the Accrued Obligations;
|
|
(ii)
|
Company shall pay Employee no later than March 15th of the calendar year following the year in which the Date of Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have been earned by Employee for the year in which the Date of Termination occurs, ignoring any requirement under the Annual Bonus Plan that Employee must be employed on the payment date (using Employee's Annual Bonus Opportunity for the prior year if no Annual Bonus Opportunity has been approved for the year in which the Date of Termination occurs), multiplied by the percentage of the calendar year completed before the Date of Termination;
|
|
(iii)
|
Subject to Section 26(b) hereof, the Company shall pay Employee as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, a lump-sum payment equal to 200% of the sum of: (A) Employee's Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which Employee did not expressly consent in writing); and (B) the target Annual Bonus in the year in which the Date of Termination occurs;
|
|
(iv)
|
All stock option, restricted stock, performance unit and other equity-based incentive awards granted by Company that were outstanding but not vested as of the Date of Termination shall become immediately vested and/or payable, as the case may be; and
|
|
(v)
|
As long as Employee pays the full monthly premiums for COBRA coverage, Company shall provide Employee and, as applicable, Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to Company's active executives and their dependents until the earlier of: (i) 18 months after the Date of Termination; or (ii) the date Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, Company shall pay Employee a lump sum cash payment equal to eighteen monthly medical and dental COBRA premiums based on the level of coverage in effect for the Employee (e.g., employee only or family coverage) on the Date of Termination.
|
|
(c)
|
Termination by Company for Cause and by Employee without Good Reason. If Employee's employment is terminated during the Employment Term by Company for Cause or by Employee without Good Reason, Company's only obligation under this Agreement shall be payment of any Accrued Obligations
|
|
(d)
|
Termination due to Death or Disability. If Employee's employment is terminated prior to the second anniversary of the Effective Date due to death or disability, Employee shall be entitled to those post termination payments and benefits set forth
|
|
13.
|
Non-Competition.
|
|
(a)
|
During Employment Term. During the Employment Term, Employee will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to Company and its affiliates, and will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of Company or affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with Company's or its affiliates' principal business. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work performed as an employee of Company, and Employee will not combine or conspire with any other employee of Company or any other person for the purpose of organizing any such competitive business activity.
|
|
(b)
|
After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of Company and its affiliates as a result of employment. The parties further acknowledge that the scope of business in which Company and its affiliates are engaged as of the Effective Date is international and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure Company and its affiliates. Accordingly, for a period of one (1) year after Employee's employment terminates for any reason whatsoever, Employee agrees: (1) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of Company or an affiliate.
|
|
(a)
|
Withholding. Company or an affiliate may deduct from all compensation and benefits payable under this Agreement any taxes or withholdings Company is required to deduct pursuant to state, federal or local laws.
|
|
(b)
|
Section 409A. This Agreement and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"), to the extent applicable. The Company and Employee will cooperate in good faith to revise any provision of this Agreement which is determined to violate Section 409A if necessary in order to comply with 409A while attempting to preserve the original economic intent of the parties to the maximum extent reasonably possible. To the extent Employee is a "specified employee" under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service or as soon as practicable following Employee’s death. In no event may Employee, directly or indirectly, designate the calendar year of a payment. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee's taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
|
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
|
|
|
|
By:
|
/s/ Marc M. Mayo
|
|
|
Its:
|
Corporate Executive Vice President and Chief Legal Officer
|
|
|
|
/s/ STEPHANIE FERRIS
|
|
|
|
CONSULTANT
|
|
|
|
/s/ Stephan A. James
|
|
|
|
Stephan A. James
|
|
|
|
FIDELITY NATIONAL INFORMATION SERVICES, INC.
|
|
|
By:
|
/s/ Marc M. Mayo
|
|
|
Print Name:
|
Marc M. Mayo
|
|
|
Title:
|
Corporate Executive Vice President and Chief Legal Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
August 6, 2019
|
By:
|
/s/ GARY A. NORCROSS
|
|
|
|
|
Gary A. Norcross
|
|
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
August 6, 2019
|
By:
|
/s/ JAMES W. WOODALL
|
|
|
|
|
James W. Woodall
|
|
|
|
|
Corporate Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal 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:
|
August 6, 2019
|
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:
|
August 6, 2019
|
By:
|
/s/ JAMES W. WOODALL
|
|
|
|
|
James W. Woodall
|
|
|
|
|
Corporate Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
