UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-16427

 

Fidelity National Information Services, Inc.

(Exact name of registrant as specified in its charter)

Georgia		37-1490331
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)
601 Riverside Avenue
Jacksonville, Florida		32204
(Address of principal executive offices)		(Zip Code)

(904) 854-5000
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES o NO þ

     As of October 31, 2010, 300,960,739 shares of the Registrant’s Common Stock were outstanding.

 

 

FORM 10-Q
QUARTERLY REPORT
Quarter Ended September 30, 2010

INDEX

		Page
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
A. Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009			2
B. Condensed Consolidated Statements of Earnings for the three-month and nine-month periods ended September 30, 2010 and 2009			3
C. Condensed Consolidated Statement of Equity and Comprehensive Earnings for the nine-month period ended September 30, 2010			4
D. Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2010 and 2009			5
E. Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosure About Market Risk			38
Item 4. Controls and Procedures			40
Part II: OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 6. Exhibits			41
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES

		September 30, 2010				December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents		$	389.4			$	430.9
Settlement deposits			48.5				50.8
Trade receivables, net of allowance for doubtful accounts of $38.9 and $41.8 at September 30, 2010 and December 31, 2009, respectively			736.6				765.4
Settlement receivables			40.3				62.5
Other receivables			26.8				30.9
Receivable from related parties			28.0				32.0
Prepaid expenses and other current assets			123.8				141.2
Deferred income taxes			75.1				80.9
Assets held for sale			15.0				71.5
Total current assets			1,483.5				1,666.1
Property and equipment, net			371.9				375.9
Goodwill			8,222.5				8,232.9
Intangible assets, net			2,105.3				2,396.8
Computer software, net			911.5				932.7
Deferred contract costs			252.5				261.4
Other noncurrent assets			208.5				131.8
Total assets		$	13,555.7			$	13,997.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	481.1			$	523.2
Due to Brazilian venture partners			57.9				73.0
Settlement payables			103.3				122.3
Current portion of long-term debt			267.5				236.7
Deferred revenues			248.4				279.5
Liabilities held for sale			28.8				—
Total current liabilities			1,187.0				1,234.7
Deferred revenues			92.9				104.8
Deferred income taxes			800.2				915.9
Long-term debt, excluding current portion			4,828.8				3,016.6
Other long-term liabilities			225.9				207.0
Total liabilities			7,134.8				5,479.0
Equity:
FIS stockholders’ equity:
Preferred stock $0.01 par value; 200 shares authorized, none issued and outstanding at September 30, 2010 and December 31, 2009			—				—
Common stock $0.01 par value; 600 shares authorized, 381.1 shares issued at September 30, 2010 and December 31, 2009, respectively			3.8				3.8
Additional paid in capital			7,194.1				7,345.1
Retained earnings			1,375.8				1,134.6
Accumulated other comprehensive earnings			70.2				82.2
Treasury stock, $0.01 par value, 81.6 and 6.6 shares at September 30, 2010 and December 31, 2009, respectively, at cost			(2,383.2	)			(256.8	)
Total FIS stockholders’ equity			6,260.7				8,308.9
Noncontrolling interest			160.2				209.7
Total equity			6,420.9				8,518.6
Total liabilities and equity		$	13,555.7			$	13,997.6

See accompanying notes to unaudited condensed consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES

		Three-month periods								Nine-month periods
		ended September 30,								ended September 30,
		2010				2009				2010				2009
Processing and services revenues (for related party activity, see note 3)		$	1,367.2			$	828.7			$	3,873.2			$	2,428.1
Cost of revenues (for related party activity, see note 3)			897.3				605.4				2,680.9				1,822.2
Gross profit			469.9				223.3				1,192.3				605.9
Selling, general, and administrative expenses (for related party activity, see note 3)			138.9				89.4				489.8				275.7
Impairment charges			154.9				—				154.9				—
Operating income			176.1				133.9				547.6				330.2
Other income (expense):
Interest expense, net			(60.9	)			(31.8	)			(108.4	)			(94.3	)
Other income (expense), net			17.9				1.4				—				8.0
Total other income (expense)			(43.0	)			(30.4	)			(108.4	)			(86.3	)
Earnings from continuing operations before income taxes			133.1				103.5				439.2				243.9
Provision for income taxes			48.2				35.5				161.2				83.8
Earnings from continuing operations, net of tax			84.9				68.0				278.0				160.1
Earnings (losses) from discontinued operations, net of tax			(23.9	)			1.0				(32.4	)			1.2
Net earnings			61.0				69.0				245.6				161.3
Net (earnings) losses attributable to noncontrolling interest			49.4				(1.4	)			48.3				(1.5	)
Net earnings attributable to FIS common stockholders		$	110.4			$	67.6			$	293.9			$	159.8
Net earnings per share — basic from continuing operations attributable to FIS common stockholders		$	0.40			$	0.35			$	0.91			$	0.83
Net earnings (loss) per share — basic from discontinued operations attributable to FIS common stockholders			(0.07	)			0.01				(0.09	)			0.01
Net earnings per share — basic attributable to FIS common stockholders		$	0.33			$	0.35			$	0.82			$	0.84
Weighted average shares outstanding — basic			332.2				191.1				360.5				190.5
Net earnings per share — diluted from continuing operations attributable to FIS common stockholders		$	0.40			$	0.34			$	0.89			$	0.82
Net earnings (loss) per share — diluted from discontinued operations attributable to FIS common stockholders			(0.07	)			0.01				(0.09	)			0.01
Net earnings per share — diluted attributable to FIS common stockholders		$	0.33			$	0.35			$	0.80			$	0.83
Weighted average shares outstanding — diluted			339.2				194.6				367.7				193.0
Cash dividends paid per share		$	0.05			$	0.05			$	0.15			$	0.15
Amounts attributable to FIS common stockholders:
Earnings from continuing operations, net of tax		$	134.3			$	66.6			$	326.3			$	158.6
Earnings (losses) from discontinued operations, net of tax			(23.9	)			1.0				(32.4	)			1.2
Net earnings attributable to FIS common stockholders		$	110.4			$	67.6			$	293.9			$	159.8

See accompanying notes to unaudited condensed consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed

										Amount
										FIS Stockholders
																						Accumulated
		Number of Shares												Additional								Other
		Common				Treasury				Common				Paid In				Retained				Comprehensive				Treasury				Noncontrolling				Comprehensive				Total
		Shares				Stock				Stock				Capital				Earnings				Earnings				Stock				Interest				Earnings				Equity
Balances, December 31, 2009			381.1				(6.6	)		$	3.8			$	7,345.1			$	1,134.6			$	82.2			$	(256.8	)		$	209.7			$	—			$	8,518.6
Exercise of stock options and stock purchase right			—				12.6				—				(214.2	)			—				—				413.0				—				—				198.8
Excess income tax benefit from exercise of stock options			—				—				—				20.8				—				—				—				—				—				20.8
Stock-based compensation			—				—				—				40.7				—				—				—				—				—				40.7
Purchases of treasury stock			—				(87.6	)			—				—				—				—				(2,539.4	)			—				—				(2,539.4	)
Cash dividends paid ($0.05 per share per quarter) and other distributions			—				—				—				—				(52.7	)			—				—				(2.4	)			—				(55.1	)
Other noncontrolling interest transactions			—				—				—				1.7				—				—				—				(1.1	)			—				0.6
Comprehensive earnings:
Net earnings			—				—				—				—				293.9				—				—				(48.3	)			245.6				245.6
Other comprehensive earnings, net of tax:
Unrealized gain (loss) on investments and derivatives, net			—				—				—				—				—				(9.5	)			—				—				(9.5	)			(9.5	)
Unrealized gain (loss) on foreign currency translation			—				—				—				—				—				(2.5	)			—				2.3				(0.2	)			(0.2	)
Comprehensive earnings:																																		$	235.9
Balances, September 30, 2010			381.1				(81.6	)		$	3.8			$	7,194.1			$	1,375.8			$	70.2			$	(2,383.2	)		$	160.2							$	6,420.9

     See accompanying notes to unaudited condensed consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES

		Nine-month periods
		ended September 30,
		2010				2009
Cash flows from operating activities:
Net earnings		$	245.6			$	161.3
Adjustment to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			459.8				278.4
Asset impairment charges			179.9				—
Stock-based compensation			40.7				27.3
Deferred income taxes			(107.8	)			(24.6	)
Excess income tax benefit from exercise of stock options			(20.8	)			(4.5	)
Other operating activities, net			(5.8	)			2.5
Net changes in assets and liabilities, net of effects from acquisitions:
Trade receivables			33.7				134.4
Settlement activity			5.4				4.7
Prepaid expenses and other assets			(3.4	)			27.2
Deferred contract costs			(36.7	)			(40.7	)
Deferred revenue			(37.3	)			(13.7	)
Accounts payable, accrued liabilities, and other liabilities			32.6				(47.3	)
Net cash provided by operating activities			785.9				505.0
Cash flows from investing activities:
Additions to property and equipment			(89.9	)			(34.5	)
Additions to computer software			(137.4	)			(111.1	)
Net proceeds from sale of assets			71.5				—
Acquisitions, net of cash acquired			(66.6	)			(3.8	)
Other investing activities, net			1.5				5.9
Net cash used in investing activities			(220.9	)			(143.5	)
Cash flows from financing activities:
Borrowings			8,067.0				2,147.2
Repayment of borrowings			(6,229.5	)			(2,517.0	)
Capitalized debt issuance costs			(70.3	)			—
Excess income tax benefit from exercise of stock options			20.8				4.5
Proceeds from exercise of stock options			198.8				11.6
Treasury stock purchases			(2,539.4	)			—
Dividends paid and other distributions			(55.1	)			(30.6	)
Other financing activity			3.3				—
Net cash used in financing activities			(604.4	)			(384.3	)
Effect of foreign currency exchange rate changes on cash			(2.1	)			7.5
Net decrease in cash and cash equivalents			(41.5	)			(15.3	)
Cash and cash equivalents, beginning of period			430.9				220.9
Cash and cash equivalents, end of period		$	389.4			$	205.6
Supplemental cash flow information:
Cash paid for interest		$	88.4			$	92.9
Cash paid for taxes		$	202.9			$	131.1

See accompanying notes to unaudited condensed consolidated financial statements.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES

Unless stated otherwise or the context otherwise requires, all references to “FIS,” “we,” the “Company” or the “registrant” are to Fidelity National Information Services, Inc., a Georgia corporation, and its subsidiaries, and all references to “Metavante” are to Metavante Technologies, Inc., and its subsidiaries, as acquired by FIS on October 1, 2009.

(1) Basis of Presentation

     The unaudited financial information included in this report includes the accounts of FIS and its subsidiaries prepared in accordance with U.S. generally accepted accounting principles and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. Certain reclassifications have been made in the 2009 Condensed Consolidated Financial Statements to conform to the classifications used in 2010.

     We report the results of our operations in four reporting segments: 1) Financial Solutions Group (“FSG”), 2) Payment Solutions Group (“PSG”), 3) International Solutions Group (“ISG”) and 4) Corporate and Other (Note 12).

(2) Change in Accounting for Revenue Recognition

     In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2009-13, Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”). This new standard revises the guidance for determining whether multiple deliverables in an arrangement can be separated for revenue recognition and how the consideration should be allocated. It eliminates the use of the residual method of revenue recognition and requires the allocation of consideration to each deliverable using the relative selling price method. The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE or TPE is available.

     FIS early adopted the provisions of ASU 2009-13 prospectively for all new and materially modified arrangements entered into on or after January 1, 2010.

     Processing and services revenues year to date through September 30, 2010 would have been approximately $6.3 million less than reported if the new or materially modified arrangements after January 1, 2010 had been subject to the prior accounting guidance.

     This new guidance did not have a material impact on revenue recognition due to the existence of VSOE for most of the Company’s solutions. While the impact of adopting this change going forward will be a function of the component elements of new contracts entered into or materially modified, we expect a minimal impact in the timing and pattern of revenue recognition since we have established VSOE for those solutions comprising the vast majority of our revenues. The effect of the change will primarily relate to arrangements that include software licenses with other service elements that have historically resulted in revenue deferral for certain non-software elements. The Company does not expect this new accounting guidance to impact its future pricing practices or go-to-market strategies.

(3) Related Party Transactions

     We are party to certain related party agreements described below.

     Revenues and Expenses

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     A detail of related party items included in revenues for the three-month and nine-month periods ended September 30, 2010 and 2009 is as follows (in millions):

		Three months ended September 30,								Nine months ended September 30,
		2010				2009				2010				2009
Banco Santander item processing revenue		$	4.6			$	13.3			$	28.2			$	32.0
Banco Bradesco item processing revenue			4.2				3.6				12.1				10.1
Banco Santander Brazilian Venture revenue (includes termination fee, see note 7)			86.4				17.0				107.3				42.4
Banco Bradesco Brazilian Venture revenue			39.1				27.0				105.9				66.5
FNF data processing services revenue			13.6				12.2				37.6				36.3
Ceridian data processing services revenue			7.3				1.5				11.3				3.7
Sedgwick data processing services revenue (through May 28, 2010)			—				10.0				14.8				29.8
LPS services revenue (through March 10, 2010)			—				0.2				0.1				0.5
Total related party revenues		$	155.2			$	84.8			$	317.3			$	221.3

     See Note 7 for a discussion of the Brazilian outsourced card-processing venture with Banco Santander and Banco Bradesco (the “Brazilian Venture”). Banco Santander terminated its participation in the Brazilian Venture effective August 5, 2010. The revenue items with Banco Santander are, therefore, summarized above as related party activity through that date.

     A detail of related party items included in operating expenses (net of expense reimbursements) for the three-month and nine-month periods ended September 30, 2010 and 2009 is as follows (in millions):

		Three months ended September 30,								Nine months ended September 30,
		2010				2009				2010				2009
Equipment and real estate leasing with FNF and LPS		$	0.2			$	5.8			$	1.1			$	17.9
Administrative corporate support and other services with FNF and LPS			1.0				0.1				2.4				(0.6	)
Total related party expenses		$	1.2			$	5.9			$	3.5			$	17.3

     FNF

     We provide data processing services to Fidelity National Financial, Inc. (“FNF”), our former parent, consisting primarily of infrastructure support and data center management. The Executive Chairman of the Board of Directors of FIS is also the Executive Chairman of the Board of Directors of FNF. Our agreement with FNF runs through September 30, 2013, with an option to renew for one or two additional years, subject to certain early termination provisions (including the payment of minimum monthly service and termination fees). During the 2009 third quarter, FNF entered into a transaction that triggered the repayment of the $5.9 million note payable to FIS. We recorded interest income related to this note of less than $0.1 million for the three and nine months ended September 30, 2009. Historically, FNF has provided to us, and to a lesser extent we have provided to FNF, certain administrative support services relating to general management and administration. The pricing for these services, both to and from FNF, is at cost. We also incurred expenses for amounts paid by us to FNF under leases of certain personal property and technology equipment.

     Ceridian

     We provide business process outsourcing services to Ceridian Corporation (“Ceridian”), a company in which FNF holds an approximate 33% equity interest.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     Sedgwick

     We provide data processing services to Sedgwick CMS, Inc. (“Sedgwick”), a company in which FNF held an approximate 32% equity interest through May 28, 2010. The revenue items with Sedgwick are, therefore, summarized above as related party activity through May 28, 2010.

     LPS

     We provide information technology services to Lender Processing Services, Inc. (“LPS”). In addition, we have entered into certain property management and real estate lease agreements with LPS relating to our Jacksonville corporate headquarters. LPS remained a related party through March 1, 2010 as Lee A. Kennedy served as the Executive Vice Chairman and a Director of the Board of FIS as well as the Chairman of the Board of LPS. Mr. Kennedy joined the FIS board in February 2006 and served as FIS’ President and Chief Executive Officer until the acquisition of Metavante on October 1, 2009. Effective March 1, 2010, Mr. Kennedy and the Company mutually agreed that he would no longer serve as an executive officer and director of the Company and its subsidiaries. The revenue and expense items with LPS are, therefore, summarized above as related party activity through March 1, 2010.

     We believe the amounts earned from or charged by us under each of the foregoing arrangements are fair and reasonable. We believe our service arrangements are priced within the range of prices we offer to third parties. However, the amounts we earned or that were charged under these arrangements were not negotiated at arm’s-length, and may not represent the terms that we might have obtained from an unrelated third party.

(4) Unaudited Net Earnings per Share

     The basic weighted average shares and common stock equivalents for the three-month and nine-month periods ended September 30, 2010 and 2009 are computed using the treasury stock method.

     The following table summarizes the earnings per share attributable to FIS common stockholders, for the three-month and nine-month periods ended September 30, 2010 and 2009 (in millions, except per share amounts):

		Three months ended								Nine months ended
		September 30,								September 30,
		2010				2009				2010				2009
Earnings from continuing operations attributable to FIS, net of tax		$	134.3			$	66.6			$	326.3			$	158.6
Earnings (losses) from discontinued operations attributable to FIS, net of tax			(23.9	)			1.0				(32.4	)			1.2
Net earnings attributable to FIS common stockholders		$	110.4			$	67.6			$	293.9			$	159.8
Weighted average shares outstanding — basic			332.2				191.1				360.5				190.5
Plus: Common stock equivalent shares assumed from conversion of options			7.0				3.5				7.2				2.5
Weighted average shares outstanding — diluted			339.2				194.6				367.7				193.0
Net earnings per share — basic from continuing operations attributable to FIS common stockholders		$	0.40			$	0.35			$	0.91			$	0.83
Net earnings per share — basic from discontinued operations attributable to FIS common stockholders			(0.07	)			0.01				(0.09	)			0.01
Net earnings per share — basic attributable to FIS common stockholders		$	0.33			$	0.35			$	0.82			$	0.84
Net earnings per share — diluted from continuing operations attributable to FIS common stockholders		$	0.40			$	0.34			$	0.89			$	0.82
Net earnings per share — diluted from discontinued operations attributable to FIS common stockholders			(0.07	)			0.01				(0.09	)			0.01
Net earnings per share — diluted attributable to FIS common stockholders		$	0.33			$	0.35			$	0.80			$	0.83

     Options to purchase approximately 2.7 million shares and 8.0 million shares of our common stock for the three-month periods and 6.8 million shares and 12.7 million shares of our common stock for the nine-month periods ended September 30, 2010 and 2009, were not included in the computation of diluted earnings per share because they were anti-dilutive.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

5) Acquisitions and Discontinued Operations

Metavante

     On October 1, 2009, we completed the acquisition of Metavante (the “Metavante Acquisition”). Metavante expanded the scale of FIS core processing and payment capabilities, added trust and wealth management services and added to our EFT capabilities with the NYCE Network. Metavante also added significant scale to treasury and cash management offerings and provided an entry into the healthcare and government payments markets.

     The total purchase price was as follows (in millions):

Value of Metavante common stock		$	4,066.4
Value of Metavante stock awards			121.4
Total purchase price		$	4,187.8

     We recorded a preliminary allocation of the purchase price to Metavante tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of October 1, 2009. Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired. The preliminary purchase price allocation was as follows (in millions):

Cash		$	439.7
Trade and other receivables			237.9
Land, buildings, and equipment			119.8
Other assets			144.4
Computer software			287.7
Intangible assets			1,572.0
Goodwill			4,083.1
Liabilities assumed			(2,673.4	)
Noncontrolling interest			(23.4	)
Total purchase price		$	4,187.8

     The following table summarizes the liabilities assumed in the Metavante Acquisition (in millions):

Long-term debt including current portion		$	1,720.1
Deferred income taxes			544.4
Other liabilities			408.9
		$	2,673.4

     During the current year, the Company completed certain tax studies and appraisals and recorded a reduction of $3.7 million in the provisional goodwill balance, an offsetting reduction in other liabilities of $2.2 million, an increase in land, buildings and equipment of $1.5 million and adjustments of less than $1.0 million to trade and other receivables, accrued liabilities and deferred income taxes. These adjustments were not given retrospective application to December 31, 2009 due to their immateriality.

     As of the acquisition date, WPM, L.P., a Delaware limited partnership affiliated with Warburg Pincus Private Equity IX, L.P. (collectively “Warburg Pincus”) owned 25% of the outstanding shares of Metavante common stock, and was a party to a purchase right agreement with Metavante that granted Warburg Pincus the right to purchase additional shares of Metavante common stock under certain conditions in order to maintain its relative ownership interest. The Company and Warburg Pincus entered into a replacement stock purchase right agreement effective upon consummation of the merger, granting Warburg Pincus the right to purchase comparable FIS shares in lieu of Metavante shares. The purchase right agreement relates to Metavante employee stock options that were outstanding as of the date of Warburg Pincus’ initial investment in Metavante. The stock purchase right may be

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

exercised quarterly for a number of shares equal to one-third of the number of said employee stock options exercised during the preceding quarter, at a price equal to one-third of the aggregate exercise prices for such options. Alternatively, the right may be exercised for a number of shares equal to the difference between (i) one-third of the number of said employee stock options exercised during the preceding quarter and (ii) the quotient of one-third of the aggregate exercise prices of such options exercised divided by the quoted closing price of a common share on the day immediately before exercise of the purchase right, at a price equal to $.01 per share (“Net Settlement Feature”). In March 2010, 0.5 million shares were issued to Warburg Pincus relative to 2009 activity. An additional 20,445 shares were issued during June 2010 and 76,933 shares during September 2010 relative to first and second quarter 2010 activity, respectively. Warburg Pincus paid a nominal amount for these shares under the Net Settlement Feature of the agreement. As of September 30, 2010, approximately 4.5 million employee options remained outstanding that were subject to this purchase right; therefore, the right will permit Warburg Pincus to purchase at most an additional 1.5 million shares.

Discontinued Operations

     ClearPar

     On October 30, 2009, we entered into a definitive agreement to sell ClearPar because its operations did not align with our strategic plans. The net assets were classified as held for sale at December 31, 2009, and the transaction was closed on January 1, 2010. We received proceeds of $71.5 million. ClearPar had revenues of $5.3 million and $14.6 million during the three and nine months ended September 30, 2009, respectively. ClearPar had earnings (loss) before taxes of $3.6 million during the three months ended September 30, 2009 and ($1.8) million and $9.7 million during the nine months ended September 30, 2010 and 2009, respectively. The operating results of ClearPar for the three-month and nine-month periods ended September 30, 2010 and 2009 are recorded as discontinued operations in the Condensed Consolidated Statements of Earnings.

     Brazil Item Processing and Remittance Services Operations

     In 2006, we purchased an item processing and remittance services company in Brazil, which is now Fidelity National Participacoes Ltda. (“Participacoes”). The business has generated net operating losses since the purchase. The trend of losses had improved through 2009 and the business was expected to generate positive cash flow in 2010. In the first half of 2010, Participacoes reversed the improving trend and experienced increasing losses. Additionally, in the third quarter 2010, a significant customer notified us of their intent to remove certain processing volumes from Participacoes. As a result of these negative trends and events, during the third quarter 2010, the Company decided to pursue strategic alternatives for Participacoes. Participacoes had revenues of $14.8 million and $16.7 million and $44.5 million and $40.6 million during the three and nine months ended September 30, 2010 and 2009, respectively. Participacoes had losses before taxes of $36.2 million and $1.8 million and $47.3 million and $5.0 million during the three and nine months ended September 30, 2010 and 2009, respectively. Included in the operating losses for the 2010 periods were impairment charges totaling $25.0 million related to the write down of property and equipment and intangible assets related to Participacoes. The Company has classified the assets and liabilities of Participacoes as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2010. The operating results of Participacoes are recorded as discontinued operations in the Condensed Consolidated Statements of Earnings.

6) Condensed Consolidated Financial Statement Details

     The following tables show the Company’s condensed consolidated financial statement details as of September 30, 2010 and December 31, 2009 (in millions):

		September 30, 2010												December 31, 2009
						Accumulated												Accumulated
						Depreciation and												Depreciation and
		Cost				Amortization				Net				Cost				Amortization				Net
Property and equipment		$	751.4			$	379.5			$	371.9			$	697.6			$	321.7			$	375.9
Intangible assets		$	2,938.7			$	833.4			$	2,105.3			$	3,041.5			$	644.7			$	2,396.8
Computer software		$	1,418.2			$	506.7			$	911.5			$	1,381.6			$	448.9			$	932.7

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7) Brazilian Venture

     In March 2006, we entered into an agreement with ABN AMRO Real (“ABN”) and Banco Bradesco S.A. (“Banco Bradesco”) to form a venture to provide comprehensive, fully outsourced credit card processing and call center services to Brazilian credit card issuers. During the third quarter of 2008, Banco Santander acquired majority control of ABN. Subsequent thereto, Banco Santander publicly stated its intention to consolidate all Brazilian card processing operations onto its own in-house technology platform, and notified the Brazilian Venture during 2009 of its desire to exit the relationship. In late January 2010, Banco Santander ceased processing its card portfolio on the Brazilian Venture’s systems, and in August 2010, all documents required to effect a mutually agreeable exit for Banco Santander were executed.

     Under the terms of the exit agreements, Banco Santander relinquished its ownership in the Brazilian Venture. Banco Santander paid a termination fee of approximately $83.3 million directly to FIS, which is included in Processing and Services Revenues for the three and nine months ended September 30, 2010. Notes payable representing additional consideration which was to be paid to the banks upon final migration of their card portfolios were forgiven in the amount of $19.4 million, representing Banco Santander’s pro rata interest therein. Certain capitalized software development costs incurred exclusively for use in processing Banco Santander card activity with a net unamortized balance of $14.6 million were written off. In addition, $140.3 million, representing the portion of the unamortized contract intangible asset recorded at the initiation of the Brazilian Venture that was attributable to Banco Santander was deemed impaired due to the exit of Banco Santander and charged to amortization expense. As a result of the above transactions, we recorded $50.1 million after-tax as non-controlling interest income representing our minority partner’s share of the write-offs.

     The net impact of the items noted above resulted in an increase in net earnings attributable to FIS common stockholders of approximately $17.2 million or $0.05 per share, and is summarized as follows (in millions):

		Statement of Earnings Classification
Cash Item:
Receipt of Termination Fee		Processing & Services Revenues		$	83.3
Non-cash Items:
Write-down of notes payable		Other Income (expense)			19.4
Write-off of capitalized software		Impairment Charges			14.6
Write-down of contract intangible		Impairment Charges			140.3
Income tax effect of above items		Provision for income taxes			(19.3	)
		Net (earnings) losses attributable to
Minority partner’s share of write-downs, net of tax		noncontrolling interest			50.1
Net impact on earnings attributable to FIS common stockholders					17.2

     Banco Bradesco and FIS have agreed in principle on terms where FIS would continue to own 51% of the Brazilian Venture and consolidate the results. We are currently negotiating definitive agreements. On October 2, 2010, Banco Bradesco completed the conversion of its bankcard portfolio to our proprietary technology platform. The Brazilian Venture currently processes approximately 40 million cards for clients in Brazil and provides call center, cardholder support and collection services for their card portfolios. Additionally, we are still performing call center and cardholder support for Banco Santander.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(8) Long-Term Debt

     Long-term debt as of September 30, 2010 and December 31, 2009 consisted of the following (in millions):

		September 30,				December 31,
		2010				2009
Term Loan A-1, secured, quarterly principal amortization (1)		$	362.5			$	1,890.0
Term Loan A-2, secured, quarterly principal amortization (2)			1,950.0				—
Term Loan B secured, quarterly principal amortization (3)			1,500.0				—
2017 Notes, unsecured, interest payable semi-annually at 7.625%			600.0				—
2020 Notes, unsecured, interest payable semi-annually at 7.875%			500.0				—
Metavante Term Loan (4)			—				794.5
Term Loan C			—				200.0
Revolving Loan (5)			144.5				336.0
Other promissory notes with various interest rates and maturities			39.3				32.8
			5,096.3				3,253.3
Less current portion			(267.5	)			(236.7	)
Long-term debt, excluding current portion		$	4,828.8			$	3,016.6

     On June 29, 2010, we entered into an amendment and extension of our FIS Credit Agreement. The amendment and extension, among other things, (1) extended the maturity of a portion of the Revolving Loan and the Term Loan A from January 2012 to July 2014, as described below; (2) authorized certain increases in the amount of loans available thereunder; and (3) changed pricing of the loans other than the Term Loan
A-1. The size of the Term Loan A was increased by $562.8 million (the proceeds of which were used to prepay borrowings under our existing Metavante Term Loan).

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     On July 16, 2010, FIS entered into a Joinder Agreement (the “Joinder Agreement”) under which FIS issued a new tranche of term loans under the FIS Credit Agreement in an aggregate principal amount of $1.5 billion (the “Term Loan B”). The Term Loan B is subject in all material respects to the provisions applicable to other term loans under the FIS Credit Agreement. Interest on the Term Loan B will be generally payable at LIBOR plus 3.75% per annum (with LIBOR subject to a floor of 1.50%).

     On July 16, 2010, we completed offerings of $600.0 million aggregate principal amount of 7.625% Senior Notes due 2017 (the “2017 Notes”) and $500.0 million aggregate principal amount of 7.875% Senior Notes due 2020 (the “2020 Notes” and together with the 2017 Notes, the “Notes”). FIS issued the Notes in two separate series under an indenture dated as of July 16, 2010 among FIS, FIS’ domestic subsidiaries that guaranteed its amended credit facility (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes were offered and sold in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all applicable state laws. We have agreed to exchange each series of the Notes for a new issue of substantially identical notes registered under the Securities Act as soon as practicable but in no event later than 360 days after the July 16, 2010 closing.

     Interest on the 2017 Notes accrues at the rate of 7.625% per annum and interest on the 2020 Notes accrues at the rate of 7.875% per annum. Interest on each series of Notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing on January 15, 2011. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of the Guarantors.

     The Notes and the related guarantees are general senior unsecured obligations of FIS and the Guarantors and (1) rank equally in right of payment with all of FIS’ and the Guarantors’ existing and future senior debt, (2) are effectively junior to all of FIS’ and the Guarantors’ existing and future secured debt to the extent of the value of the assets securing that secured debt, (3) are effectively junior to all existing and future debt and liabilities of FIS’ non-guarantor subsidiaries and (4) rank senior in right of payment to all of FIS’ future debt, if any, that is by its terms expressly subordinated to the Notes.

     FIS may redeem some or all of the 2017 Notes and the 2020 Notes before July 15, 2013 and July 15, 2014, respectively, by paying a “make-whole” premium. FIS may redeem some or all of the 2017 Notes and the 2020 Notes on or after July 15, 2013 and July 15, 2014, respectively, at specified redemption prices. In addition, before July 15, 2013, FIS may redeem up to 35% of the Notes with the net proceeds of certain equity offerings.

     FIS is obligated to offer to repurchase the Notes at a price of (a) 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events and (b) 100% of their principal amount plus accrued and unpaid interest, if any, in the event of certain asset sales. These restrictions and prohibitions are subject to certain qualifications and exceptions.

     The indenture contains covenants that, among other things, limit FIS’ ability and the ability of certain of FIS’ subsidiaries (a) to incur or guarantee additional indebtedness, (b) to make certain restricted payments, (c) to create or incur certain liens, (d) to create restrictions on the payment of dividends or other distributions to FIS from its restricted subsidiaries, (e) to engage in sale and leaseback transactions, (f) to transfer all or substantially all of the assets of FIS or any restricted subsidiary or enter into merger or consolidation transactions and (g) to engage in certain transactions with affiliates. These covenants are subject to a number of exceptions, limitations and qualifications in the indenture.

     Also on July 16, 2010, FIS used a portion of the net proceeds of the Notes and the Term Loan B to repay in full the outstanding amount under the Metavante Term Loan and subsequently terminated the Metavante Credit Agreement. FIS used the remaining net

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

proceeds of the Notes and the Term Loan B, together with other borrowings, to repurchase shares of common stock pursuant to the Tender Offer (see Note 11), and to pay fees and expenses.

     The fair value of the Company’s long-term debt at September 30, 2010 is estimated to be approximately $36.2 million higher than the carrying value (based on values of trades of our debt made in close proximity to quarter-end, which are considered Level 2 measurements) in accordance with the authoritative guidance for fair value measurements. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. Therefore, the values presented are not necessarily indicative of amounts the Company could realize or settle currently.

     FIS may borrow, repay and re-borrow amounts under the Revolving Loan from time to time until the applicable maturities of the tranches included in the Revolving Loan. FIS must make quarterly principal payments under that portion of the Term Loan A that matures in 2012 (“Term Loan A-1”) of $11.3 million per quarter from December 31, 2010 through September 30, 2011, with the remaining principal balance payable on January 18, 2012. As of September 30, 2010, FIS had made principal prepayments under the Term Loan A-1 of $11.6 million which fully satisfied the required payment obligation of $11.3 million scheduled for December 31, 2010 and reduced the obligation payable on March 31, 2011 by $0.3 million. FIS must make quarterly principal payments under that portion of the Term Loan A that matures in 2014 (“Term Loan A-2”) of $50.1 million per quarter from December 31, 2010 through December 31, 2012, and $75.1 million per quarter from March 31, 2013 through March 31, 2014, with the remaining principal balance payable on July 18, 2014. As of September 30, 2010, FIS had made principal prepayments under the Term Loan A-2 of $3.5 million reducing the payment obligation scheduled for December 31, 2010 by the same amount. FIS must make quarterly principal payments under the Term Loan B of $3.8 million per quarter from December 31, 2010 through June 30, 2016, with the remaining principal balance payable on July 18, 2016.

     In addition to the scheduled principal payments, the term loans are (with certain exceptions) subject to mandatory prepayment upon the occurrence of certain events. There were no mandatory prepayments owed for the period ended September 30, 2010. Voluntary prepayment of the term loans is generally permitted at any time without fee upon proper notice and subject to a minimum dollar requirement. Commitment reductions of the Revolving Loan are also permitted at any time without fee upon proper notice.

     The following table summarizes the mandatory annual principal payments with respect to Term Loan A and Term Loan B pursuant to the FIS Credit Agreement and the Notes as of September 30, 2010 (in millions). There are no mandatory principal payments on the Revolving Loan; any balance outstanding on the Revolving Loan will be due and payable at the applicable scheduled maturity date of the respective tranches thereof:

		Term Loan A-1				Term Loan A-2				Term Loan B				2017 Notes				2020 Notes				Total
2010		$	—			$	46.6			$	3.8			$	—			$	—			$	50.4
2011			33.8				200.4				15.0				—				—				249.2
2012			328.7				200.4				15.0				—				—				544.1
2013			—				300.5				15.0				—				—				315.5
2014			—				1,202.1				15.0				—				—				1,217.1
2015 and thereafter			—				—				1,436.2				600.0				500.0				2,536.2
Total		$	362.5			$	1,950.0			$	1,500.0			$	600.0			$	500.0			$	4,912.5

     The Company also has an agreement to sell certain of its accounts receivable (the “AR Facility”) to a wholly-owned special purpose accounts receivable and financing entity, which funds its purchases, in part, by selling interests to a syndicate of financial institution purchasers in exchange for capital funding. The AR Facility was also amended on June 30, 2010 primarily to make conforming changes in regards to the amendment and extension of the FIS Credit Agreement. At September 30, 2010, there was no outstanding capital under the AR Facility.

     We monitor the financial stability of our counterparties on an ongoing basis. The lender commitments under the undrawn portions of the Revolving Loan and AR Facility are comprised of a diversified set of financial institutions, both domestic and international. The combined commitments of our top 10 lenders comprise about 67% of our Revolving Loan and AR Facility. The failure of any single

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

lender to perform their obligations under the Revolving Loan and/or the AR Facility would not adversely impact our ability to fund operations. If the single largest lender were to simultaneously default under the terms of both the FIS Credit Agreement (impacting the capacity of the Revolving Loan) and the AR Facility, the maximum loss of available capacity on the undrawn portion of these agreements would be about $138.2 million.

     Total debt issuance costs of $70.3 million are capitalized as of September 30, 2010 related to all of the above credit facilities. Due to the significance of the change in the present value of expected cash flows from the amendment and extension of our Term Loan A, a portion of the transaction was treated as a debt extinguishment. Accordingly, certain previously capitalized costs and fees and expenses related to the transaction totaling $0.9 million and $13.7 million during the three-month and nine-month periods ended September 30, 2010 were treated as debt extinguishment expense and recorded in Other Income (Expense) on the Condensed Consolidated Statement of Earnings.

     As of September 30, 2010, we have entered into the following interest rate swap transactions converting a portion of the interest rate exposure on our Term and Revolving Loans from variable to fixed (in millions):

								Bank Pays		FIS pays
Effective Date		Termination Date		Notional Amount				Variable Rate of		Fixed Rate of
April 12, 2010		April 11, 2011		$	200.0			1 Month LIBOR (2)			0.76	%(4)
October 20, 2009		April 20, 2011			700.0			1 Month LIBOR (2)			0.99	%(4)
February 1, 2010		May 1, 2011			250.0			1 Month LIBOR (2)			0.75	%(4)
February 1, 2010		May 1, 2011			150.0			1 Month LIBOR (2)			0.74	%(4)
December 11, 2009		June 13, 2011			200.0			1 Month LIBOR (2)			0.91	%(4)
February 1, 2008		February 1, 2012			400.0	(1)		3 Month LIBOR (3)			3.87	%(4)
February 1, 2008		February 1, 2012			200.0			3 Month LIBOR (3)			3.44	%(4)
				$	2,100.0

     We have designated these interest rate swaps as cash flow hedges and as such they are carried on the Condensed Consolidated Balance Sheets at fair value with changes in fair value included in Other Comprehensive Earnings, net of tax.

     A summary of the fair value of the Company’s derivative instruments is as follows (in millions):

Liability Derivatives

September 30, 2010

December 31, 2009

Fair

Fair

Balance Sheet Location

Value

Balance Sheet Location

Value

Interest rate swap contracts

Accounts payable and accrued liabilities

$

5.6

Accounts payable and accrued liabilities

$

13.4

Interest rate swap contracts

Other long-term liabilities

22.9

Other long-term liabilities

31.1

Total derivatives designated as hedging instruments

$

28.5

$

44.5

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     In accordance with the authoritative guidance for fair value measurements, the inputs used to determine the estimated fair value of our interest rate swaps are Level 2-type measurements. We considered our own credit risk and the credit risk of the counterparties when determining the fair value of our interest rate swaps. Adjustments are made to these amounts and to Accumulated Other Comprehensive Earnings within the Condensed Consolidated Statement of Equity and Comprehensive Earnings as the factors that impact fair value change, including current and projected interest rates, time to maturity and required cash transfers/settlements with our counterparties. Periodic actual and estimated settlements with counterparties are recorded to interest expense as a yield adjustment to effectively fix the otherwise variable rate interest expense associated with the Term and Revolving Loans.

     As part of the Metavante Acquisition, the Company assumed certain interest rate swap liabilities. The fair value of the remaining acquired swaps was $22.9 million on September 30, 2010.

     A summary of the effect of derivative instruments on the Company’s Consolidated Statements of Earnings and recognized in Other Comprehensive Earnings (“OCE”) for the three and nine months ended September 30, 2010 and 2009 is as follows (in millions):

Amount of Loss

Amount of Loss Reclassified

Recognized in OCE on

from Accumulated OCE into

Derivatives

Earnings

Three Months

Three Months

Location of Loss

Three Months

Three Months

Derivatives in Cash

Ended

Ended

Reclassified from

Ended

Ended

Flow Hedging

September 30,

September 30,

Accumulated OCE into

September 30,

September 30,

Relationships

2010

2009

Income

2010

2009

Interest rate swap contracts

$

(9.8

)

$

(2.6

)

Interest expense

$

(7.3

)

$

(23.7

)

Amount of Loss

Amount of Loss Reclassified

Recognized in OCE on

from Accumulated OCE into

Derivatives

Earnings

Nine Months

Nine Months

Location of Loss

Nine Months

Nine Months

Derivatives in Cash

Ended

Ended

Reclassified from

Ended

Ended

Flow Hedging

September 30,

September 30,

Accumulated OCE into

September 30,

September 30,

Relationships

2010

2009

Income

2010

2009

Interest rate swap contracts

$

(31.8

)

$

(13.1

)

Interest expense

$

(33.6

)

$

(67.9

)

     Approximately $7.0 million of the balance in Accumulated OCE at September 30, 2010 is expected to be reclassified into earnings over the next twelve months.

     Our existing cash flow hedges are highly effective and there was no impact on earnings due to hedge ineffectiveness. It is our practice to execute such instruments with credit-worthy banks at the time of execution and not to enter into derivative financial instruments for speculative purposes. As of September 30, 2010, we believe that our interest rate swap counterparties will be able to fulfill their obligations under our agreements and we believe we will have debt outstanding through the various expiration dates of the swaps such that the forecasted transactions remain probable of occurring.

     Our foreign exchange risk management policy permits the use of derivative instruments, such as forward contracts and options, to reduce volatility in our results of operations and/or cash flows resulting from foreign exchange rate fluctuations. Our international operations’ revenues and expenses are generally denominated in local currency, which limits the economic exposure to foreign exchange risk in those jurisdictions. We do not enter into foreign currency derivative instruments for trading purposes. At September 30, 2010, we had no foreign currency derivative instruments outstanding.

(9) Supplemental Guarantor Financial Information

     The following supplemental financial information sets forth for FIS and its Guarantor and non-guarantor subsidiaries: (a) the condensed consolidating balance sheets as of September 30, 2010 and December 31, 2009, (b) the condensed consolidating statements

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

of earnings for the quarter and year-to-date periods ended September 30, 2010 and 2009 and (c) the condensed consolidating statements of cash flows for the year-to-date periods ended September 30, 2010 and 2009.

		September 30, 2010
						Guarantor				Non-guarantor								Consolidated
		FIS				Subsidiaries				Subsidiaries				Eliminations				FIS
		(in millions)
Assets
Current assets:
Cash and cash equivalents		$	3.6			$	129.0			$	256.8			$	—			$	389.4
Settlement deposits			—				48.5				—				—				48.5
Trade receivables, net			—				283.4				458.0				(4.8	)			736.6
Investment in subsidiaries, intercompany and receivables from related parties			9,585.0				6,649.8				1,185.8				(17,392.6	)			28.0
Other current assets			13.8				203.3				64.5				(0.6	)			281.0
Total current assets			9,602.4				7,314.0				1,965.1				(17,398.0	)			1,483.5
Property and equipment, net			1.6				316.8				53.5				—				371.9
Goodwill			—				7,407.9				814.6				—				8,222.5
Intangible assets, net			—				1,753.6				351.7				—				2,105.3
Computer software, net			25.8				677.9				207.8				—				911.5
Other noncurrent assets			88.4				187.9				184.7				—				461.0
Total assets		$	9,718.2			$	17,658.1			$	3,577.4			$	(17,398.0	)		$	13,555.7
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities		$	132.9			$	186.7			$	254.0			$	(5.8	)		$	567.8
Settlement payables			—				100.1				3.2				—				103.3
Current portion of long-term debt			245.6				0.2				21.7				—				267.5
Deferred revenues			—				185.5				62.9				—				248.4
Total current liabilities			378.5				472.5				341.8				(5.8	)			1,187.0
Deferred income taxes			—				760.0				40.2				—				800.2
Long-term debt, excluding current portion			4,827.4				1.3				0.1				—				4,828.8
Other long-term liabilities			36.9				173.7				108.2				—				318.8
Total liabilities			5,242.8				1,407.5				490.3				(5.8	)			7,134.8
Total equity			4,475.4				16,250.6				3,087.1				(17,392.2	)			6,420.9
Total liabilities and equity		$	9,718.2			$	17,658.1			$	3,577.4			$	(17,398.0	)		$	13,555.7

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

		December 31, 2009
						Guarantor				Non-guarantor								Consolidated
		FIS				Subsidiaries				Subsidiaries				Eliminations				FIS
		(in millions)
Assets
Current assets:
Cash and cash equivalents		$	1.9			$	222.6			$	206.4			$	—			$	430.9
Settlement deposits			—				50.8				—				—				50.8
Trade receivables, net			—				313.1				457.1				(4.8	)			765.4
Investment in subsidiaries, intercompany and receivables from related parties			9,050.2				7,065.0				850.7				(16,933.9	)			32.0
Other current assets			16.7				313.8				55.2				1.3				387.0
Total current assets			9,068.8				7,965.3				1,569.4				(16,937.4	)			1,666.1
Property and equipment, net			1.3				310.5				64.1				—				375.9
Goodwill			—				7,373.9				859.0				—				8,232.9
Intangible assets, net			—				1,895.0				501.8				—				2,396.8
Computer software, net			24.8				695.9				212.0				—				932.7
Other noncurrent assets			24.4				165.9				202.9				—				393.2
Total assets		$	9,119.3			$	18,406.5			$	3,409.2			$	(16,937.4	)		$	13,997.6
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities		$	63.0			$	312.1			$	225.9			$	(4.8	)		$	596.2
Settlement payables			—				118.8				3.5				—				122.3
Current portion of long-term debt			210.0				8.2				18.5				—				236.7
Deferred revenues			—				214.8				64.7				—				279.5
Total current liabilities			273.0				653.9				312.6				(4.8	)			1,234.7
Deferred income taxes			—				826.4				88.2				1.3				915.9
Long-term debt, excluding current portion			2,230.6				785.8				0.2				—				3,016.6
Other long-term liabilities			40.4				144.0				127.4				—				311.8
Total liabilities			2,544.0				2,410.1				528.4				(3.5	)			5,479.0
Total equity			6,575.3				15,996.4				2,880.8				(16,933.9	)			8,518.6
Total liabilities and equity		$	9,119.3			$	18,406.5			$	3,409.2			$	(16,937.4	)		$	13,997.6