8-KOther Events

Fidelity National Information Services, Inc. 8-K Report, Corporate Update (Dec 20, 2013)

Filed December 20, 2013For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced amendments to the earn-out provisions for its 2010 acquisition of The Capital Markets Company BVBA (Capco). These amendments, driven by improved Capco performance and management's optimistic outlook, consolidate the remaining contingent consideration into a final agreed amount of $219 million for the years 2013, 2014, and 2015. This move is intended to finalize Capco's integration into FIS and support its global strategic objectives. As a consequence of these amendments and a related adjustment to the Capco employee incentive plan, FIS anticipates recognizing a non-cash charge of approximately $94 million in the fourth quarter of 2013. While this charge impacts current quarter earnings, the underlying reason is a positive revision of future performance expectations for Capco. Investors should note that the total contingent consideration is subject to reductions based on specific forfeiture, clawback, or material adverse change events.

Key Highlights

  • 1FIS amended earn-out provisions for the 2010 Capco acquisition.
  • 2Amendments are based on improved Capco performance and increased future projections.
  • 3Total contingent consideration for 2013-2015 is now a final agreed amount of $219 million.
  • 4The $219 million is subject to reduction for forfeitures, clawbacks, or material adverse changes.
  • 5An amendment to the Capco New Hires and Promotions Incentive Plan freezes its size at $43 million.
  • 6FIS will record an approximate $94 million charge in Q4 2013 due to these adjustments.
  • 7The charge reflects an increase in contingent consideration liabilities under GAAP.

Frequently Asked Questions

The amendments are driven by management's positive outlook and increased projections for Capco's future financial results, stemming from its consistently improving performance. The goal is to accelerate and complete the integration of Capco into FIS.

The total remaining contingent consideration for Capco is a final agreed amount of $219 million, covering the years 2013, 2014, and 2015.

Not necessarily. The contingent consideration payments are subject to reduction for specific events such as forfeitures, clawbacks, or material adverse changes in Capco's business. The $219 million represents a maximum potential amount.

FIS will incur an approximate charge of $94 million in the fourth quarter of 2013. This charge, recognized in accordance with GAAP, reflects the adjustments made to increase contingent consideration liabilities.