10-KPeriod: FY2005

Fidelity National Information Services, Inc. Annual Report, Year Ended Dec 31, 2005

Filed March 16, 2006For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) completed a significant business combination on February 1, 2006, merging Certegy Inc. with Fidelity National Information Services, Inc. (Former FIS). This strategic move positions FIS as a major player in processing services for U.S. financial institutions, boasting market leadership in core processing, card issuing, check risk management, mortgage processing, and lending services. The combined entity benefits from a diversified product mix, expanded international reach, and significant scale. Investors should note that Fidelity National Financial, Inc. (FNF) remains a majority stockholder, holding approximately 50.7% of the outstanding common stock, which grants them considerable control over corporate decisions. The company has a substantial debt load, with approximately $3.1 billion in total debt following the business combination, which could impact financial flexibility. Financially, Certegy reported a 7.5% increase in revenues to $1.1 billion in 2005, with operating income growing by 9.8% to $185.0 million. Diluted EPS from continuing operations also saw an 8.5% increase to $1.66. The company is investing significantly in technology upgrades, particularly for its core banking and mortgage processing software, with substantial expenditures planned in 2006. While the merger presents significant opportunities for cross-selling and cost synergies, investors should be mindful of the risks associated with integration, potential conflicts of interest due to FNF's controlling stake, and the company's leverage.

Key Highlights

  • 1Completed a major business combination merging Certegy Inc. and Former FIS on February 1, 2006, creating a leading provider of financial processing services.
  • 2FNF holds a majority stake (50.7%) in FIS, granting significant control over the company's strategic decisions.
  • 3The combined entity offers a broad range of services, including core processing, card issuing, check risk management, mortgage processing, and lending services.
  • 4Certegy's 2005 revenues grew 7.5% to $1.1 billion, with operating income up 9.8% to $185.0 million, and diluted EPS from continuing operations increased 8.5% to $1.66.
  • 5The company carries a substantial debt load of approximately $3.1 billion post-merger, impacting financial flexibility.
  • 6Significant investment in technology upgrades for core banking and mortgage processing software is planned for 2006.
  • 7The company faces risks related to integration challenges, potential conflicts of interest with controlling stockholder FNF, and leverage.

Frequently Asked Questions

The primary event was the completion of a business combination on February 1, 2006, where Certegy Inc. merged with Fidelity National Information Services, Inc. (Former FIS), with Certegy being the legal acquirer but Former FIS being the accounting acquirer due to FNF's majority ownership.

Fidelity National Financial, Inc. (FNF) is the controlling shareholder, owning approximately 50.7% of the outstanding common stock immediately after the merger.

Following the merger, the company operates under two new reportable segments: Transaction Processing Services (TPS) and Lender Processing Services (LPS).

For the year ended December 31, 2005, Certegy (which represents the pre-merger financial performance) reported revenues of $1.1 billion, operating income of $185.0 million, and diluted EPS from continuing operations of $1.66. The merger itself involved significant transaction costs.

The company has a significant debt burden of approximately $3.1 billion post-merger. Risks also include potential conflicts of interest with the controlling shareholder (FNF), challenges in integrating the two businesses, and the need for substantial investment in technology upgrades.