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As filed with the Securities and Exchange Commission on September 18, 2006.
Registration No. 333-135845
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
AMENDMENT NO. 1
TO
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
FIDELITY NATIONAL INFORMATION SERVICES, INC.
(Exact name of Registrant as specified in its Charter)
         
Georgia   7389   58-2606325
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-8100
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
 
 
Jeffrey S. Carbiener
Executive Vice President and Chief Financial Officer
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
With a copy to:
 
Robert S. Rachofsky, Esq.
Gary D. Boss, Esq.
LeBoeuf, Lamb, Greene & MacRae LLP
125 West 55th Street
New York, NY 10019
(212) 424-8000
 
 
Approximate date of commencement of proposed sale to public:  As soon as practicable following the effective date of this Registration Statement and the date on which all other conditions to the merger described herein have been satisfied or waived.
 
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
CALCULATION OF REGISTRATION FEE
 
                         
            Proposed Maximum
    Proposed Maximum
    Amount of
Title of Each Class of
    Amount to be
    Offering Price
    Aggregate
    Registration
Securities to be Registered     Registered(1)     per Share     Offering Price(2)     Fee(3)
Common Stock, par value $.01 per share
    96,624,336     Not Applicable     $3,295,914,450     $352,663
                         
 
(1) Represents the maximum number of shares that may be issued by the registrant to holders of Fidelity National Financial, Inc. common stock, par value $0.0001 per share, in connection with the merger described in this proxy statement/prospectus.
 
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f).
 
(3) Of this registration fee, $351,058 has been previously paid and $1,605 is being paid herewith.
 
(4) The registration fee is calculated pursuant to Rule 457(f) by multiplying the proposed maximum aggregate offering price for all securities to be registered by 0.000107.
 
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 


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(FIS LOGO)
(FNF LOGO)
 
TO THE SHAREHOLDERS OF FIDELITY NATIONAL INFORMATION SERVICES, INC. AND THE
STOCKHOLDERS OF FIDELITY NATIONAL FINANCIAL, INC.
 
The boards of directors of Fidelity National Information Services, Inc., which we refer to as FIS, and Fidelity National Financial, Inc., which we refer to as FNF, have each unanimously approved a business combination of the two companies. FIS and FNF have entered into an agreement and plan of merger, dated as of June 25, 2006, as amended and restated as of September 18, 2006, whereby FNF would merge into FIS. We refer to the agreement and plan of merger, dated as of June 25, 2006 (prior to its amendment and restatement) as the original merger agreement and the agreement and plan of merger as amended and restated as of September 18, 2006 as the merger agreement. The merger agreement contemplates that the merger will be consummated approximately two weeks after the completion of the transactions contemplated under a securities exchange and distribution agreement, which we refer to as the distribution agreement, dated as of June 25, 2006, as amended and restated as of September 18, 2006, between FNF and Fidelity National Title Group, Inc., which we refer to as FNT. We refer to the securities exchange and distribution agreement dated as of June 25, 2006 (prior to its amendment and restatement) as the original distribution agreement. The distribution agreement, which was entered into at the same time as the merger agreement, provides for the contribution of substantially all of FNF’s assets and liabilities other than its ownership interest in FIS to FNT in exchange for shares of FNT’s Class A common stock and the conversion of shares of FNT’s Class B common stock held by FNF into FNT’s Class A common stock, followed immediately by the distribution by FNF to its stockholders of all FNT shares then held by FNF. We refer to this distribution of the FNT shares as the spin-off. Shortly after the spin-off, FNF Capital Leasing, Inc., which we refer to as FNF Leasing, will merge with and into a newly formed wholly owned subsidiary of FIS, which we refer to as the Leasing merger. Immediately prior to the merger, FNF’s only asset would be its equity ownership in FIS.
 
If the merger is completed, FNF stockholders will have the right to receive a number of shares of FIS common stock, par value $0.01 per share, in exchange for each share of FNF common stock, par value $0.0001 per share, that they hold equal to 96,521,877 (subject to increase under certain circumstances as described herein) divided by the number of FNF shares outstanding immediately prior to the effective time of the merger. On the date of this proxy statement/prospectus, FNF and its subsidiaries own approximately 51.3% of the issued and outstanding shares of FIS common stock. Based upon the outstanding shares of FNF common stock on August 31, 2006, FIS would be obligated to issue 0.547 shares of FIS common stock in the merger for each outstanding FNF share (assuming the number of outstanding shares of FNF common stock was the same immediately prior to the effective time of the merger), representing in the aggregate approximately 50.6% of the issued and outstanding FIS common stock after the merger.
 
This proxy statement/prospectus is being furnished to the stockholders of FNF in connection with the solicitation of proxies by the board of directors of FNF for use at the FNF Annual Meeting of stockholders to be held on October 23, 2006, and any adjournment or postponement thereof. At the FNF Annual Meeting, stockholders will be asked to consider and vote upon a proposal seeking adoption of the merger agreement as well as other proposals related to the business of FNF. All of these proposals are discussed in greater detail in this proxy statement/prospectus.
 
This proxy statement/prospectus also constitutes an information statement of FIS being furnished to FIS shareholders in connection with the FIS Annual Meeting of shareholders to be held on October 23, 2006, and any adjournment or postponement thereof. Because of FNF’s controlling interest in FIS, the board of directors of FIS is not soliciting proxies from FIS shareholders with respect to the FIS Annual Meeting. At the FIS Annual Meeting, FIS shareholders will be voting on (i) the issuance of shares of FIS common stock in the merger, (ii) the amendment and restatement of the Amended and Restated Certegy Inc. Stock Incentive Plan to increase the total number of shares available and (iii) the other annual meeting items identified below. All of these proposals are discussed in greater detail in this proxy statement/prospectus. Subject to the approval of the merger by its stockholders at its annual meeting, FNF intends to vote the FIS shares that it owns and that represent FNF’s controlling interest in FIS at the FIS Annual Meeting in favor of all proposals, and accordingly the approval of these proposals is virtually assured.
 
Upon the completion of the merger, FNF will cease to exist as a separate entity. FIS’s current shareholders will continue to own their existing shares, which will not be affected by the merger, except as otherwise described in this proxy statement/prospectus.
 
Shares of FIS common stock are listed on the New York Stock Exchange, which we refer to as the NYSE, under the trading symbol “FIS.” Upon completion of the merger, FNF common stock, which is listed on the NYSE under the trading symbol “FNF,” will be delisted. Once the FNF common stock is delisted, FNT will apply to have its shares listed and traded on the NYSE under the trading symbol “FNF.”
 
We cannot complete the merger unless the holders of FNF common stock approve the merger and the holders of FIS common stock approve the issuance of FIS common stock in connection with the merger. If you are an FNF stockholder, whether or not you plan to attend the FNF Annual Meeting, we request that you please take the time to vote by following the instructions on your proxy card(s).
 
We urge you to carefully read this proxy statement/prospectus, and the documents incorporated by reference into this proxy statement/prospectus. In particular, see “Risk Factors” beginning on page 29.
 
We are excited about the benefits the proposed merger brings to both FIS shareholders and FNF stockholders, and we thank you for your consideration and continued support.
 
     
-s- Lee A. Kennedy
  -s- William P. Foley
Lee A. Kennedy
  William P. Foley, II
President and Chief Executive Officer
  Chairman of the Board and Chief Executive Officer
Fidelity National Information Services, Inc. 
  Fidelity National Financial, Inc.
 
This proxy statement/prospectus also constitutes a prospectus of FIS, filed with the United States Securities and Exchange Commission, which we refer to as the SEC, as part of a registration statement on Form S-4 under the Securities Act of 1933, as amended, hereinafter referred to as the Securities Act, with respect to the shares of FIS common stock to be issued in the merger pursuant to the merger agreement.
 
Neither the SEC nor any state securities commission has approved or disapproved of the merger or the securities to be issued in the merger, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
 
This proxy statement/prospectus is dated September 18, 2006, and is first being mailed to FIS shareholders and FNF stockholders on or about September 22, 2006.


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REFERENCES TO ADDITIONAL INFORMATION
 
This proxy statement/prospectus incorporates important business and financial information about FIS and FNF from documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SEC’s website, www.sec.gov. You can also obtain those documents incorporated by reference into this proxy statement/prospectus, without charge, by requesting them in writing or telephone or email from the appropriate company at the following addresses and telephone numbers or obtaining them from each company’s website listed below:
 
     
Fidelity National Information Services, Inc. 
  Fidelity National Financial, Inc.
601 Riverside Avenue
  601 Riverside Avenue
Jacksonville, Florida 32204
  Jacksonville, Florida 32204
Attention: Corporate Secretary
  Attention: Corporate Secretary
(904) 854-8100
  (904) 854-8100
www.fidelityinfoservices.com
  www.fnf.com
 
Information contained on the FIS and FNF websites other than the foregoing documents is expressly not incorporated by reference into this proxy statement/prospectus.
 
You can also obtain documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from Morrow & Co., FNF’s proxy solicitor, at the following address and telephone number:
 
Morrow & Co.
470 West Avenue
Stamford, CT 06902
(800) 662-5200
 
 
If you would like to request documents, you must do so by October 16, 2006, so that you may receive them before the annual meetings.
 
See “Where You Can Find More Information” beginning on page 1.


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(FIS LOGO)
 
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
 
September 18, 2006
 
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on October 23, 2006
 
To the Shareholders of Fidelity National Information Services, Inc.:
 
The 2006 Annual Meeting of shareholders of Fidelity National Information Services, Inc., which we refer to as FIS, will be held on October 23, 2006, at 10:00 a.m., local time, in the Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, Florida 32204. At the meeting, shareholders will vote upon the following proposals:
 
  1.  To consider and vote upon a proposal to approve the issuance of shares of FIS common stock to the stockholders of Fidelity National Financial, Inc., which we refer to as FNF, in connection with the agreement and plan of merger, dated as of June 25, 2006, as amended and restated as of September 18, 2006, between FIS and FNF, which agreement provides for the merger of FNF with and into FIS with FIS being the surviving corporation;
 
  2.  To consider and vote upon a proposal to approve the Amended and Restated Certegy Inc. Stock Incentive Plan, which will, among other things, increase the total number of shares of common stock available for issuance under the plan by an additional 4,000,000 shares and increase the limits on the number of individual awards that may be granted under the plan;
 
  3.  To consider and vote upon a proposal to approve the FIS Employee Stock Purchase Plan;
 
  4.  To consider and vote upon a proposal to approve the FIS Annual Incentive Plan;
 
  5.  To consider and vote upon a proposal to elect four Class I directors to serve until the 2009 FIS Annual Meeting of shareholders;
 
  6.  To consider and vote upon a proposal to ratify the appointment of KPMG LLP as FIS’s independent registered public accounting firm for its fiscal year ending December 31, 2006; and
 
  7.  To transact such other business as may properly be brought before the FIS Annual Meeting.
 
The board of directors of FIS is not aware of any other business to be presented for a vote at the FIS Annual Meeting.
 
In connection with the merger referenced in Proposal 1, FIS will issue an aggregate of 96,521,877 (subject to increase under certain circumstances as described in the proxy statement/prospectus accompanying this notice) shares of its common stock in exchange for the shares of FNF common stock outstanding at the effective time of the merger. The terms and provisions of the merger are more fully described in the accompanying proxy statement/prospectus. A copy of the merger agreement is attached to the proxy statement/prospectus as Annex A. Under Georgia law, dissenters’ rights will not be available to FIS shareholders in connection with the merger.
 
The affirmative vote of the holders of a majority of the votes cast at the FIS Annual Meeting is required to approve the issuance of shares required under the merger agreement. On the date of the proxy statement/prospectus FNF and its subsidiaries owned 97,646,500 shares of FIS common stock, representing approximately 51.3% of the issued and outstanding shares of FIS. FNF intends to vote all of its FIS shares (and cause its subsidiaries to vote all of their FIS shares) at the FIS Annual Meeting with respect to all of the proposals listed above. If FNF receives the requisite number of votes of its stockholders at the FNF Annual Meeting in favor of adoption of the merger agreement and approval of the merger, it intends to vote its FIS shares FOR Proposal 1 relating to the issuance of


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shares of FIS common stock required under the merger agreement at the FIS Annual Meeting. In that case, FNF’s vote of its FIS shares alone will suffice for approval by FIS shareholders of the issuance of shares of FIS common stock under the merger agreement. If FNF does not receive the requisite vote of its stockholders for adoption of the merger agreement and approval of the merger it will not vote its FIS shares “FOR” Proposal 1, relating to the issuance of FIS common stock under the merger agreement, at the FIS Annual Meeting.
 
Irrespective of the vote on the issuance of shares of FIS common stock pursuant to the merger agreement, FNF intends to vote all of its FIS shares FOR Proposals 2 through 6.
 
All FIS shareholders are cordially invited to attend the FIS Annual Meeting, although only those shareholders of record at the close of business on September 11, 2006 will be entitled to receive notice of, and to vote at, the FIS Annual Meeting or any adjournment thereof. Approval of Proposal 1 relating to the issuance of shares of FIS common stock pursuant to the merger agreement requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 2 relating to the amendment of the Certegy Inc. Stock Incentive Plan requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 3 relating to approval of the FIS Employee Stock Purchase Plan requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 4 relating to the approval of the FIS Annual Incentive Plan requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 5 relating to the election of directors requires an affirmative vote of a plurality of the votes cast at the FIS Annual Meeting and approval of Proposal 6 relating to the ratification of the appointment of KPMG LLP as FIS’s independent auditors, as well as any other proposal that may be properly presented at the FIS Annual Meeting, requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting. Your attention is directed to the proxy statement/prospectus accompanying this notice for a more complete statement regarding the matters proposed to be acted upon at the meeting.
 
FIS’s board of directors has unanimously approved the merger agreement, approved the transactions contemplated by the merger agreement and determined that the merger is in the best interests of FIS and its shareholders. FIS’s board of directors recommends that you vote FOR proposal 1 relating to the issuance of FIS common stock pursuant to the merger agreement and the other proposals described above.
 
ON ACCOUNT OF FNF’S CONTROLLING INTEREST IN FIS, THE BOARD OF DIRECTORS OF FIS IS NOT SOLICITING PROXIES FROM SHAREHOLDERS OF FIS IN CONNECTION WITH THE PROPOSALS TO BE VOTED UPON AT THE FIS ANNUAL MEETING. FIS SHAREHOLDERS ARE NEVERTHELESS INVITED TO ATTEND AND VOTE AT THE FIS ANNUAL MEETING.
 
By Order of the Board of Directors
 
(-s- Todd C. Johnson)
 
Todd C. Johnson
Secretary
 
September 18, 2006


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(FNF LOGO)
 
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
 
September 18, 2006
 
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 23, 2006
 
To the Stockholders of Fidelity National Financial, Inc.:
 
The 2006 Annual Meeting of stockholders of Fidelity National Financial, Inc., which we refer to as FNF, will be held on October 23, 2006, at 9:00 a.m., local time, in the Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, Florida 32204. At the meeting, stockholders will vote upon the following proposals:
 
  1.  To adopt the agreement and plan of merger, dated June 25, 2006, as amended and restated as of September 18, 2006, and approve the merger of FNF with and into Fidelity National Information Services, Inc., which we refer to as FIS, with FIS being the surviving corporation.
 
  2.  To elect two directors to serve until the earlier of the 2009 annual meeting of stockholders or the consummation of the proposed merger.
 
  3.  To ratify the appointment of KPMG LLP as FNF’s independent registered public accounting firm for its fiscal year ending December 31, 2006.
 
  4.  To conduct any other matters as may properly come before the meeting and any adjournment or postponement of the meeting.
 
In connection with the merger referenced in Proposal 1, FNF stockholders will have the right to receive a number of shares of FIS common stock in exchange for each share of FNF common stock that they hold, equal to 96,521,877 (subject to increase under certain circumstances as described in the proxy statement/prospectus accompanying this notice) divided by the number of shares of FNF common stock outstanding immediately prior to the effective time of the merger. The terms and provisions of the merger are more fully described in the accompanying proxy statement/prospectus. A copy of the merger agreement is attached to the accompanying proxy statement/prospectus as Annex A. Under Delaware law, dissenters’ rights will not be available to FNF stockholders in connection with the merger.
 
Your vote is very important. To ensure that your shares of FNF common stock are represented at the FNF Annual Meeting, please complete, date, sign and return the enclosed proxy card(s) and mail it promptly in the envelope provided, or vote your shares by telephone or over the Internet as described in the accompanying proxy statement/prospectus. Completing a proxy now will not prevent you from being able to vote at the FNF Annual Meeting by attending in person and casting a vote but will help to secure a quorum and avoid additional solicitation costs. However, if you do not return or submit the proxy or vote in person at the FNF Annual Meeting, the effect will be the same as a vote against the proposal to adopt the merger agreement and approve the merger. You may revoke your proxy at any time before it is voted. Any executed but unmarked proxy card(s) will be voted FOR adoption of the merger agreement and approval of the merger and FOR the other proposals properly brought before the FNF Annual Meeting.
 
All FNF stockholders are cordially invited to attend this FNF Annual Meeting, although only those stockholders of record at the close of business on September 11, 2006 will be entitled to receive notice of, and to vote at, the FNF Annual Meeting or any adjournment thereof. Approval of Proposal 1 relating to the adoption of the merger agreement and approval of the merger requires an affirmative vote of a majority of the outstanding shares of common stock of FNF, approval of Proposal 2 relating to the election of directors requires an affirmative vote of a plurality of the votes cast at the FNF Annual Meeting and approval of Proposal 3 relating to ratification of the


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appointment of KPMG LLP as FNF’s independent auditors as well as any other proposal that may be properly presented at the FNF Annual Meeting requires an affirmative vote of a majority of the votes cast at the FNF Annual Meeting. Your attention is directed to the proxy statement/prospectus accompanying this notice for a more complete statement regarding the matters proposed to be acted upon at the meeting.
 
If the proposal relating to the adoption of the merger agreement and approval of the merger receives the requisite number of affirmative votes, it is expected that the merger would be consummated shortly thereafter. In that event, and if the proposal relating to the election of directors receives the requisite number of affirmative votes, the newly elected directors would serve only until such time as the merger is consummated, as FNF will no longer exist as a separate entity.
 
FNF’s board of directors has unanimously adopted the merger agreement and approved the merger and determined that the transactions contemplated by the merger agreement are advisable and in the best interests of FNF and its stockholders. FNF’s board of directors recommends that you vote FOR the adoption of the merger agreement and approval of the merger.
 
Your vote is very important. Whether or not you plan to be present at the FNF Annual Meeting, please complete, sign, date and return the enclosed proxy card(s) or vote by telephone or Internet as provided on the proxy card(s).
 
By Order of the Board of Directors,
 
(-s- Todd C. Johnson)
Todd C. Johnson
Secretary
 
September 18, 2006


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EXHIBIT INDEX
   
  Agreement and Plan of Merger, dated as of June 25, 2006, as amended and restated as of September 18, 2006, between Fidelity National Information Services, Inc. and Fidelity National Financial, Inc.   A-1
  Amended and Restated Certegy Inc. Stock Incentive Plan   B-1
  Fidelity National Information Services, Inc. Employee Stock Purchase Plan   C-1
  Fidelity National Information Services, Inc. Annual Incentive Plan   D-1
  Opinion of Stephens, Inc., dated June 25, 2006   E-1
  Opinion of Bear Stearns & Co. Inc., dated June 25, 2006   F-1
  Securities Exchange and Distribution Agreement, dated as of June 25, 2006, as amended and restated as of September 18, 2006, between Fidelity National Financial, Inc. and Fidelity National Title Group, Inc.   G-1
 EXHIBIT 4.1
 EXHIBIT 5.1
 EXHIBIT 23.1
 EXHIBIT 23.2
 EXHIBIT 23.3
 EXHIBIT 99.1
 EXHIBIT 99.2
 EXHIBIT 99.3
 EXHIBIT 99.4
 EXHIBIT 99.5


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WHERE YOU CAN FIND MORE INFORMATION
 
FIS and FNF file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission, which we refer to as the SEC. In addition, FIS has filed a registration statement under the Securities Act with the SEC that registers the shares of FIS common stock that may be issued in the merger. This proxy statement/prospectus is a part of that registration statement. The registration statement, including the attached exhibits and schedules, contains additional relevant information about FIS. The rules and regulations of the SEC allow us to omit from this proxy statement/prospectus some of the information included in the registration statement.
 
You may read and copy reports, statements or other information filed by FIS and FNF at the SEC’s public reference room:
 
100 F Street, N.E.
Room 1580
Washington, DC 20549
 
Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.
 
SEC filings made by FIS and FNF are also available for free to the public on the SEC’s Internet website at www.sec.gov, which contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC.
 
In addition, FIS’s SEC filings are also available for free to the public on FIS’s website, www.fidelityinfoservices.com, and FNF’s filings with the SEC are also available for free to the public on FNF’s website, www.fnf.com. These URLs and the SEC’s URL above are intended to be inactive textual references only. Information contained on FIS’s website and FNF’s website is not incorporated by reference into this proxy statement/prospectus, and you should not consider information contained on those websites as part of this proxy statement/prospectus.
 
The SEC allows FIS and FNF to “incorporate by reference” information into this proxy statement/prospectus. This means that companies can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is part of this proxy statement/prospectus, except to the extent information included in this proxy statement/prospectus or in a document subsequently filed with the SEC that is incorporated by reference supersedes it.
 
This proxy statement/prospectus incorporates by reference the documents listed below that FIS and FNF have previously filed with the SEC. These documents contain important information about FIS and FNF and their respective financial condition.
 
FIS SEC Filings (SEC File Number 1-6427)
 
  •  Annual Report on Form 10-K for the year ended December 31, 2005;
 
  •  Amended Annual Report on Form 10-K for the year ended December 31, 2005;
 
  •  Quarterly Reports on Forms 10-Q for the quarters ended March 31 and June 30, 2006;
 
  •  Current Reports on Form 8-K filed with the SEC on January 25, February 6, March 17, and June 29, 2006; and
 
  •  The description of FIS’s common stock, par value $0.01 per share, contained in FIS’s Registration Statement on Form 10-12B/A filed with the SEC on June 11, 2004, including any amendment or report filed for the purpose of updating such description.
 
FNF SEC Filings (SEC File Number 1-9396)
 
  •  Annual Report on Form 10-K for the year ended December 31, 2005;
 
  •  Amended Annual Report on Form 10-K for the year ended December 31, 2005;


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  •  Quarterly Reports on Forms 10-Q for the quarters ended March 31 and June 30, 2006;
 
  •  Current Reports on Form 8-K filed with the SEC on January 24, February 6, February 6, February 14, March 6, May 5, June 6, 2006 and June 29, 2006; and
 
  •  The description of FNF’s common stock, par value $0.0001 per share, contained in FNF’s Registration Statement on Form 8-A filed with the SEC on February 4, 1992, including any amendment or report filed for the purpose of updating such description.
 
FNF and FIS are also incorporating by reference any additional documents that either of them may file with the SEC after the date of this proxy statement/prospectus and before the date of its respective annual meeting. These documents include reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. Nothing in this proxy statement/prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to applicable SEC rules and forms unless such furnished information otherwise provides it is to be incorporated by reference.
 
FIS has supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to FIS, and FNF has supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to FNF.
 
You can obtain any of the documents incorporated by reference in this document through FIS or FNF, as appropriate, or from the SEC through the SEC web site referred to above. Documents incorporated by reference are available from the applicable company without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone or email from the appropriate company at the following addresses and telephone numbers or obtaining them from each company’s website listed below:
 
     
Fidelity National Information Services, Inc. 
  Fidelity National Financial, Inc.
601 Riverside Avenue
  601 Riverside Avenue
Jacksonville, Florida 32204
  Jacksonville, Florida 32204
Attention: Corporate Secretary
  Attention: Corporate Secretary
(904) 854-8100
  (904) 854-8100
www.fidelityinfoservices.com
  www.fnf.com
 
If you would like to request documents, you must do so by October 16, 2006, in order to receive them before the annual meetings.  Requested documents will be mailed to you by first-class mail, or another equally prompt means, as promptly as practicable after receipt of your request.
 
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus in voting your shares at the annual meetings. We have not authorized anyone to give any information or make any representation about the merger or our companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that we have incorporated into this proxy statement/prospectus. If anyone does give you information of this type, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the shares of FIS common stock offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.


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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGS AND THE MERGER
 
The following questions and answers briefly address some commonly asked questions about the annual meetings and the merger. They do not include all the information that may be important to you. FIS and FNF urge you to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referenced in this proxy statement/prospectus. Page references are included in certain parts of this summary to direct you to a more detailed description of topics presented elsewhere in this proxy statement/prospectus.
 
The Merger
 
Q: Why am I receiving this proxy statement/prospectus?
 
A: FNF and FIS (FNF’s public subsidiary in which FNF currently has a direct 50.5% interest and an indirect 0.8% interest through subsidiaries) have agreed to enter into a merger transaction whereby FNF would be merged with and into FIS, and FNF stockholders would receive shares of FIS common stock in exchange for their shares in connection with the merger. Upon the consummation of the merger, FIS would be the surviving corporation in the merger and FNF’s separate corporate existence would cease. The terms of the merger are set forth in the merger agreement which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. When the merger is completed, FNF stockholders will have the right to receive a number of shares of FIS common stock, par value $0.01 per share, in exchange for each share of FNF common stock, par value $0.0001 per share, that they hold, equal to the conversion ratio as defined below. As a result of this formula, if the merger were effected as of the date of this proxy statement/prospectus, FNF stockholders would own 51.0% of the outstanding common stock of FIS. FIS shareholders will not be directly affected by the merger, except for FNF, whose shares of FIS common stock will be retired as part of the merger, and for limited changes described elsewhere in this proxy statement/prospectus (such as changes in the potential number of outstanding shares of FIS common stock and changes in management and related-party agreements).
 
To complete the merger, FIS shareholders must vote to approve the issuance of shares of FIS common stock in the merger and FNF stockholders must vote to adopt the merger agreement and approve the merger. FIS and FNF will hold separate annual meetings to obtain these approvals.
 
This proxy statement/prospectus, which you should read carefully, contains important information about the merger, the merger agreement and the annual meetings. As to FNF stockholders, the enclosed voting materials allow you to vote your shares without attending the FNF Annual Meeting. The vote of each FNF stockholder is very important. We encourage FNF stockholders to vote as soon as possible.
 
Q: What other transactions are contemplated in connection with the merger?
 
A: The merger is part of a larger organizational restructuring of FNF and its subsidiaries. In connection with the merger, on June 25, 2006 Fidelity National Title Group, Inc., which we refer to as FNT, entered into a securities exchange and distribution agreement, as amended and restated as of September 18, 2006, which we refer to as the distribution agreement, with FNF. Under the distribution agreement, FNF will contribute substantially all of its assets (other than its ownership interests in the capital stock of FIS, FNT and a small wholly owned subsidiary of FNF, FNF Capital Leasing, Inc., which we refer to as FNF Leasing) and liabilities to FNT in exchange for shares of FNT’s Class A common stock. Concurrently with these transactions, all of the shares of FNT Class B common stock held by FNF will be converted into shares of FNT Class A common stock, and immediately thereafter, these converted shares, together with the shares of FNT acquired by FNF from FNT, will be distributed by FNF to the holders of FNF outstanding capital stock. This distribution is referred to as the spin-off. Pursuant to the spin-off, such FNF stockholders will receive shares of FNT common stock representing approximately 85% of FNT’s common stock outstanding on a fully-diluted basis immediately after the proposed transactions. Shortly after the spin-off, FNF Leasing will merge with and into a newly formed wholly owned subsidiary of FIS, which we refer to as the Leasing merger, in exchange for the issuance to FNF of 307,377 shares of FIS common stock. After the spin-off and Leasing merger, and immediately prior to the merger, FNF’s only asset would be its stock ownership in FIS. It is expected that the merger would be completed approximately two weeks following the spin-off. FNF stockholders will also receive a prospectus of FNT relating to the FNT shares to be distributed in the spin-off, which such stockholders should read carefully.


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In order to complete the proposed transactions under the distribution agreement, all of the conditions to the consummation of the merger of FNF and FIS and the Leasing merger must be satisfied (other than (i) conditions that, by their terms, are to be satisfied on the closing date for such transactions, (ii) the occurrence of the spin-off and (iii) in the case of the merger, the occurrence of the Leasing merger). In addition, in order for the merger to be completed, the proposed transactions under the distribution agreement and the Leasing merger must first be completed.
 
In general terms, the proposed transactions contemplated under the distribution agreement involve the transfer by FNF to FNT of all of its right, title and interest to FNF’s property and casualty specialty insurance business, insurance claim management services, real estate holdings and certain other assets, including cash. In exchange, FNT will transfer to FNF a number of shares of FNT Class A common stock, which we refer to as the FNT exchange number, equal to (i) 33,563,829 plus (ii) the amount of cash and certain investment assets included in the contributed assets (not to exceed $275,000,000 for purposes of this calculation) divided by $23.50. FNT will also assume all liabilities of FNF, except for: liabilities of FNF to the extent FIS or any subsidiary of FIS or FNF Leasing or any subsidiary of FNF Leasing has agreed in writing to be responsible therefor; liabilities of FNF to the extent they relate to the ownership or operation of the assets or properties, or the operations or conduct of the business, of FIS or any subsidiary of FIS or FNF Leasing or any subsidiary of FNF Leasing, in each case to the extent FIS or any subsidiary of FIS or FNF Leasing or any subsidiary of FNF Leasing has, as of or prior to the closing, agreed to be responsible therefor; guaranties or other similar contractual liabilities of FNF in respect of a primary liability of FIS or any subsidiary of FIS or FNF Leasing or any subsidiary of FNF Leasing; certain limited liabilities of FNF in respect of taxes, which are the subject of a tax disaffiliation agreement among FNF, FIS and FNT; certain liabilities arising from the operations or conduct of the business of FNF after the date that is 30 days after the closing under the distribution agreement if the merger is not then complete; and liabilities for any transaction bonuses (described below) that may be paid to certain executive officers of FNF.
 
Following the completion of the proposed transactions, FNT will change its name to “Fidelity National Financial, Inc.” and FNT’s common stock will be listed and traded on the New York Stock Exchange under the symbol “FNF.”
 
Q. Why are FNF and FIS entering into the merger?
 
A: FNF and FIS are proposing the merger because they believe that it will benefit the holders of stock of both companies. From FNF’s perspective, stockholders of FNF will receive equivalent value for their current indirect holdings of FNT and FIS in the form of direct holdings of FIS shares and FNT shares. FNF believes that the holding company structure, with FNF holding ownership stakes in public and private operating subsidiaries, including FIS, has resulted in a discount in the value of FNF in relation to the aggregate value of the businesses it owns. Further, both FNF and FIS believe that the majority ownership stake that FNF has in FIS limits the public float of FIS, which may reduce the number of eligible shareholders for FIS and limit trading liquidity, and thus limit the valuation of the stock of FIS. Furthermore, eliminating the majority ownership stake is expected to make it easier for FIS to issue shares for acquisitions and for management incentives.
 
Q: When is the merger expected to be completed?
 
A: If the shareholders of FIS and the stockholders of FNF both give their approval in connection with the merger, the merger is expected to be completed following the satisfaction of the other conditions to the merger, including stockholders of FNT approving the proposed transactions under the distribution agreement, the occurrence of the spin-off in accordance with its terms, the occurrence of the Leasing merger in accordance with its terms, the receipt of a private letter ruling from the Internal Revenue Service and one or more opinions from the parties’ tax advisors, receipt of governmental and regulatory consents and termination or expiration of any waiting period under the Hart-Scott Rodino Act. There may be a substantial period of time between the approval of the proposals at the FIS Annual Meeting and the FNF Annual Meeting and the effectiveness of the merger. The merger is currently expected to be completed in the fourth quarter of 2006.
 
Q: What will FNF stockholders receive in the merger?
 
A: Under the terms of the merger agreement, for each FNF share FIS will issue that number of shares of FIS common stock equal to 96,521,877 divided by the aggregate number of shares of FNF common stock


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outstanding immediately prior to the effective time of the merger. Alternatively, for each FNF share FIS may issue that number of shares at FIS common stock equal to 96,624,336 divided by the aggregate number of shares of FNF common stock outstanding immediately prior to the effective time of the merger under certain circumstances described below. We refer to the number determined based on the foregoing calculations as the conversion ratio.
 
The aggregate number of shares of FIS common stock that current FNF stockholders will receive in connection with the merger depends on the number of shares of FIS common stock issued to FNF in connection with the Leasing merger. FNF Leasing currently owns 75% of FNF Capital LLC, and based on that 75% ownership, the number of shares of FIS common stock to be issued to FNF in connection with the Leasing merger is 307,377. In such event, the aggregate number of FIS shares to be issued to FNF stockholders would be 96,521,877. If FNF Leasing’s ownership of FNF Capital LLC increases to 100%, the number of shares of FIS common stock to be issued to FNF in connection with the Leasing merger would be 409,836. In such event, FNF stockholders will have the right to receive an aggregate of 96,624,336 shares of FIS common stock.
 
Unless otherwise noted, this proxy statement/prospectus assumes that FNF Leasing will continue to own only 75% of its subsidiary FNF Capital LLC. However, approval of the issuance of shares under the merger agreement will constitute approval of the issuance of all shares that may be issued, including any additional shares of FIS common stock that would be issued if FNF Leasing increased its ownership of its subsidiary FNF Capital LLC to 100%.
 
Accordingly, based on the 176,444,440 shares of FNF common stock issued and outstanding as of August 31, 2006, each FNF stockholder would receive 0.547 of a share of FIS common stock (assuming the number of outstanding shares of FNF common stock is the same immediately prior to the effective time of the merger) per share of FNF common stock, which would represent approximately 51.0% of the issued and outstanding FIS common stock after the merger. In addition, as of such date there were approximately 13.5 million outstanding options to purchase FNF common stock. To the extent that any of these options are exercised prior to the effective time of the merger, the amount of FIS common stock received for each FNF share will decrease.
 
Q. What will FIS shareholders receive in the merger?
 
A: FIS shareholders (except FNF) will keep their current holdings of FIS common stock.
 
Q: What will happen to the shares of FIS common stock owned by FNF at the time of the merger?
 
A: These shares will be retired as of the effective time of the merger. Consequently they will not be outstanding after such time and will be returned to FIS’s authorized and unissued share capital.
 
Q: Will FIS issue fractional shares in the merger?
 
A: No fractional shares of FIS common stock will be issued. Any holder of shares of FNF common stock entitled to receive a fractional share of FIS common stock will be entitled to receive a cash payment in lieu thereof, in an amount equal to the holder’s proportionate interest in the net proceeds from the sale or sales in the open market by the exchange agent, on behalf of all such holders, of the shares of FIS common stock constituting the excess of (i) the number of whole shares of FIS common stock delivered to the exchange agent by FIS over (ii) the aggregate number of whole shares of FIS common stock to be distributed to holders of FNF common stock, which we refer to as the excess shares. As soon as practicable following the effective time of the merger, the exchange agent will determine the number of excess shares and, as agent for the former holders of FNF common stock, will sell the excess shares at the prevailing prices on the NYSE. The exchange agent will deduct from the proceeds of the sale of the excess shares all commissions, withholding taxes, transfer taxes and other out-of-pocket transaction costs including the expenses and compensation of the exchange agent incurred, in connection with such sale of excess shares.
 
Q: What will happen to FNF stock options and shares of FNF restricted stock?
 
A: Prior to the merger, FNF stock options and shares of restricted stock held by persons who will be employed by or serve as a director of FNT, referred to as FNT service providers, will be replaced with FNT stock options and shares of restricted stock pursuant to the terms of the distribution agreement, except as set forth below with respect to the dual service providers. At the time of the merger, FNF stock options and shares of FNF restricted


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stock held by persons who will be employed by or serve as a director of FIS, referred to as FIS service providers, will be treated as follows:
 
• Stock Options:  FNF stock options held by FIS service providers (other than dual service providers) will be assumed by FIS, with the same terms and conditions as the FNF options, but with equitable adjustments made to the exercise prices and the number of shares underlying the options to reflect the difference in value of FNF and FIS common stock.
 
• Restricted Stock:  All holders of FNF restricted stock will receive FNT shares in connection with the distribution of FNT shares in the same proportion as other FNF stockholders, with such shares subject to the same transfer restrictions and forfeiture conditions as the corresponding FNF restricted stock based upon continued service with FNT or FIS, as the case may be. Each share of FNF restricted stock held by an FIS service provider (other than dual service providers) will be converted into shares of FIS restricted stock based on the conversion ratio. This FIS restricted stock will be subject to the same transfer restrictions and forfeiture conditions as the corresponding FNF restricted stock based upon continued service with FIS.
 
In addition, William P. Foley, II, Alan L. Stinson and Brent B. Bickett entered into an agreement with FNF on June 25, 2006, pursuant to which FNF has the right to cash out a certain number of the FNF stock options held by Messrs. Foley, Stinson and Bickett for their fair market value as of the date FNF elects to exercise such right or cause these individuals to exercise such options. With respect to FNF stock options held by Messrs. Foley, Stinson and Bickett that are not subject to the agreement, and with respect to FNF stock options held by other persons who, like Messrs. Foley, Stinson and Bickett, will be employed by or serve as a director of both FNT and FIS after the transactions, whom we refer to as dual service providers, 50% of the FNF options held by these individuals will be assumed by FIS as explained above, and the remaining 50% will be replaced with FNT stock options pursuant to the terms of the distribution agreement. In addition, with respect to dual service providers, 50% of their FNF restricted stock will be replaced with FNT restricted stock and 50% will be converted into FIS restricted stock.
 
As of August 31, 2006, the intrinsic value of all FNF options held by FIS employees (including dual service providers) would have resulted in the issuance of approximately 3.1 million FIS options.
 
Q: Will the merger affect FIS stock options?
 
A: For most employees, no. However, FIS stock options held by an employee or director who will be employed solely by or serve solely as a director of FNT will fully vest as of the effective time of the spin-off.
 
Q: What will happen to FNF’s employee benefits plans in the merger?
 
A: Prior to the spin-off under the distribution agreement, FNF will cause the sponsorship of all FNF employee benefit plans, including all related insurance policies and service agreements, to be transferred to FNT, and FNT will assume sponsorship of such plans.
 
Q: Will FNF employees who will work for FIS be eligible to participate in FIS’s employee benefit plans?
 
A: Yes. FIS will provide coverage for FNF employees who will become employees of FIS under its health and welfare plans. FIS will also cause any benefit plan in which employees of FNF and its subsidiaries are eligible to participate after the spin-off to take into account the employees’ service with FNF and its subsidiaries for purposes of eligibility, vesting, and benefit accrual.
 
Q: What are the tax consequences of the merger to me?
 
A: As one of the conditions to the consummation of the spin-off and merger, FNF is to receive a ruling from the Internal Revenue Service and an opinion of its special tax advisor, Deloitte Tax LLP, together to the effect that the spin-off and merger will be tax free under the Internal Revenue Code to FNF, FIS and FNF’s stockholders (except that FNF’s stockholders will recognize gain or loss attributable to the receipt of cash in lieu of fractional shares of FNT common stock pursuant to the spin-off and FIS common stock pursuant to the merger). The FIS shareholders (other than FNF) are not parties to the proposed transactions; therefore, there will be no tax consequences to them as a result of the proposed transactions.


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Q: What will happen to the dividend on common shares for FIS and FNF after completion of the merger?
 
A: Upon completion of the merger, holders of FIS common stock will continue to receive dividends, if declared by the FIS board of directors, as they have been receiving them from FIS prior to the merger. After the closing, former FNF stockholders who were holders of certificated FNF common stock and have surrendered their FNF share certificates according to the instructions provided to them, will receive the same dividends, if any, on the FIS shares that they receive in the merger that all other holders will receive on FIS common stock with any dividend record date that occurs after the merger is completed. Former FNF stockholders who hold FNF stock certificates will not be entitled to receive dividends otherwise payable on the FIS common stock into which their FNF common stock is exchangeable until they surrender their FNF stock certificates according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends when they surrender their FNF stock certificates.
 
FIS began declaring cash dividends to common shareholders in the first quarter of 2006. The declaration and payment of future dividends is at the discretion of the FIS board of directors, and depends on, among other things, FIS’s investment policy and opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by the FIS board of directors, including legal and contractual restrictions.
 
Q: Are there risks I should consider in deciding whether to vote for the merger?
 
A: Yes. A description of some of the risks that should be considered in connection with the merger is included in this proxy statement/prospectus under the heading “Risk Factors.”
 
Q: How do I vote?
 
A: If you are a stockholder of FNF, you may vote before the FNF Annual Meeting in one of the following ways:
 
• use the toll-free number shown on your proxy card and follow the instructions on the proxy card;
 
• by Internet, use a unique password printed on your proxy card and follow instructions on the proxy card; or
 
• complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
 
If you are a shareholder of FIS, you are not being solicited to complete and return a proxy card. You are invited to attend and vote at the FIS Annual Meeting, but based on FNF’s and its subsidiaries’ ownership of approximately 51.3% of FIS’s voting power, the minimum requisite amount of votes for adoption of the proposal that FIS issue shares of its common stock pursuant to the merger agreement and for all the other proposals at the FIS Annual Meeting will be obtained through the vote by FNF of its FIS shares.
 
Q: What does it mean to vote by proxy?
 
A: It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, FNF is asking you to give your proxy to FNF’s Chief Executive Officer and Chairman of the Board and to FNF’s Executive Vice President and Chief Operating Officer, who are sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific instructions on how to vote on a particular proposal described in this proxy statement/prospectus, the proxy holders will vote your shares in accordance with the recommendation of the board of directors for such proposal.
 
Q: If my FNF shares are held in “street name” by my broker, will my broker automatically vote my shares for me?
 
A: No. Your broker does not have authority to vote on the proposals in connection with the merger without instruction from you. Your broker will vote your FNF shares held by it in “street name” only if you provide instructions to it on how to vote with respect to these matters. You should follow the directions your broker provides.
 
Q: What if I do not vote my FNF shares on the matters relating to the merger?
 
A: If you are an FNF stockholder and you fail to respond with a vote or instruct your broker how to vote on the merger proposal, it will have the same effect as a vote against the proposal. If you respond and abstain from


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voting, your proxy will have the same effect as a vote against the proposal. If you respond but do not indicate how you want to vote on the proposal, your proxy will be counted as a vote in favor of the proposal.
 
Q: What happens if other matters are raised at the meeting?
 
A: Although FIS and FNF are not aware of any matters to be presented at the annual meetings other than those contained in the Notices of Annual Meeting, if other matters are properly raised at either meeting in accordance with the procedures specified in FIS’s charter and bylaws or in FNF’s charter and bylaws, such matters will be acted upon. In the case of FNF, all FNF proxies given to the proxy holders will be voted in accordance with the proxy holders’ best judgment and stockholders attending the FNF Annual Meeting (other than those who have given and not revoked proxies) will be given the chance to vote on such other matters, and in the case of FIS, shareholders attending the FIS annual meeting will be given the chance to vote on such other matters.
 
Q: Who can answer questions about the merger?
 
A: If you are an FIS shareholder or an FNF stockholder and you have any questions about the merger or your annual meeting, need assistance in voting your shares, or need additional copies of this proxy statement/prospectus or the enclosed proxy card(s), you should contact:
 
Morrow & Co.
470 West Avenue
Stamford, CT 06902
(800) 662-5200
 
Q: What should I do now?
 
A: You should read this proxy statement/prospectus carefully, including the annexes. If you are an FNF stockholder and you own FNF common stock in your own name, return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or vote by telephone or over the Internet as soon as possible so that your shares will be represented and voted at the FNF Annual Meeting. If you are an FNF stockholder and your shares are held in “street name” through a broker, bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee.
 
Q: Should I send in my FNF stock certificates with my proxy card?
 
A: No. On or promptly after the completion of the merger, Continental Stock Transfer & Trust, FNF’s exchange agent for purposes of the merger, will mail a transmittal letter to FNF stockholders, which transmittal letter will provide instructions for use in effecting the surrender of FNF stock certificates in exchange for FIS shares and, if applicable, cash in lieu of fractional shares. No stock certificates should be sent to either FNF or FIS.
 
Q: If I am an FNF stockholder and am going to attend the FNF Annual Meeting, should I return my proxy card(s)?
 
A: Yes. Returning your signed and dated proxy card(s) or voting by telephone or over the Internet ensures that your shares will be represented and voted at the FNF Annual Meeting. See “The FNF Annual Meeting — How to Vote” beginning on page 40.
 
Q: What does it mean if I receive multiple proxy card(s)?
 
A: Your shares may be registered in more than one account, such as a brokerage account and a 401(k) account. It is important that you complete, sign, date and return each proxy card you receive, or, if available, vote using the telephone or the Internet as described in the instructions included with your proxy card(s).
 
Q: If I am an FNF stockholder, can I change my vote after I deliver my proxy?
 
A: Yes. You may change your vote at any time before the vote takes place at the FNF Annual Meeting. To change your vote, you may submit a new proxy card(s) by mail or submit a new proxy by telephone or over the Internet. An FNF stockholder of record may send a signed written notice to FNF’s Corporate Secretary stating that he/she would like to revoke his/her proxy. If your shares are held in a “street name” account, you must contact your broker, bank or other nominee to change your vote.


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You may also change your vote by attending the FNF Annual Meeting and voting in person. However, if you elect to vote in person at the FNF Annual Meeting and your shares are held by a broker, bank or other nominee, you must bring to the meeting a legal proxy from the broker, bank or other nominee authorizing you to vote the shares.
 
Q: What constitutes a quorum?
 
A: A quorum is present if a majority of the outstanding shares of common stock entitled to vote is represented. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.
 
Q: What are broker non-votes?
 
A: Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the NYSE, such as election of directors or ratification of auditors. Nominees cannot vote on non-routine matters, unless they receive voting instructions from beneficial holders, resulting in so-called “broker non-votes.” For purposes of the NYSE requirement that the total votes cast represent over fifty percent of all shares entitled to vote on a proposal, broker non-votes will not count as votes cast. For purposes of the Delaware law requirement that the FNF proposals receive the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote, broker non-votes will have no effect.
 
Q: What if I share a household with another stockholder?
 
A: Both FIS and FNF have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders/stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of an annual report and this proxy statement/prospectus unless one or more of these shareholders/stockholders notifies FIS or FNF that they wish to continue receiving individual copies. This procedure will reduce printing costs and postage fees for both companies. Shareholders/stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are eligible for householding, but you and other shareholders/stockholders of record with whom you share an address currently receive multiple copies of annual reports and/or proxy statements, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the annual report and/or proxy statement for your household, please contact FNF’s transfer agent, Continental Stock Transfer & Trust (in writing: 17 Battery Place, 8th Floor, New York, NY 10004; by telephone: (212) 509-4000) or FIS’s transfer agent, Computershare Investor Services (in writing: P.O. Box 43023, Providence, RI 02940, by telephone: (781) 575-3605). If you participate in householding and wish to receive a separate copy of the 2005 Annual Report for FIS or FNF or this proxy statement/prospectus, or if you do not wish to participate in householding and prefer to receive separate copies of future annual reports and/or proxy statements, please contact Continental Stock Transfer & Trust, in the case of FNF, or Computershare Investor Services, in the case of FIS, as indicated above. Beneficial stockholders can request information about householding from their banks, brokers or other holders of record. Both FIS and FNF hereby undertake to deliver promptly upon written or oral request, a separate copy of their respective annual report to stockholders, or proxy statement, as applicable, to FIS shareholders or FNF stockholders at a shared address to which a single copy of the document was delivered.
 
Q: Where can I find more information about FIS and FNF?
 
A: You can find more information about FIS and FNF from various sources described under “Where You Can Find More Information” beginning on page 1.


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SUMMARY
 
This summary highlights selected information contained in this proxy statement/prospectus and may not include all the information that is important to you. To understand fully the proposed merger, and for a more detailed description of the terms and conditions of the merger and other matters being considered at your annual meeting, you should read this entire proxy statement/prospectus and the documents to which we have referred you. See “Where You Can Find More Information” beginning on page 1. We have included page references parenthetically in this summary to direct you to a more detailed description of each topic presented in this summary.
 
Information about FIS (beginning on page 146)
 
On February 1, 2006, FIS, then named Certegy Inc., which we refer to as Certegy, consummated a business combination with Fidelity National Information Services, Inc., a Delaware corporation, which we refer to as Old FIS. FIS has combined the technology solutions, processing services and information services of Old FIS with the card and check services of Certegy to create a business that offers a wide range of product, service and solutions offerings to financial institutions, mortgage lenders, real estate professionals and merchants in the United States and internationally.
 
Over 7,800 financial institutions use FIS’s technology solutions, processing services and information services, including 44 of the 50 largest banks in the United States. FIS’s technology solutions process nearly 50% of all U.S. residential mortgage loans by dollar volume with balances exceeding $3.8 trillion, and over 235 million deposit accounts and non-mortgage consumer loans and leases are processed on its core bank processing platform. FIS also provides customized business process outsourcing related to aspects of the origination and management of mortgage loans to national lenders and loan servicers. As a result of the combination with Old FIS, FIS now provides services that span the entire home purchase and ownership life cycle, from contract through closing, refinancing and resale. The information services FIS offers, including property data and real estate-related services, are used by mortgage lenders, mortgage investors and real estate professionals to complete residential real estate transactions throughout the United States.
 
Information about FNF (beginning on page 146)
 
FNF is a holding company that, through its operating subsidiaries, provides outsourced products and services to a variety of industries. During 2005, FNF completed certain strategic initiatives, including contributing its title operations to a newly formed subsidiary, FNT, which in turn became a majority-owned, publicly traded company; selling a minority interest in FNF’s subsidiary, Old FIS; and agreeing to merge Old FIS with a separate publicly-traded company, Certegy. Through FNT, FNF is one of the largest title insurance companies in the United States, with FNT having approximately 29.0% national market share. Through FIS, FNF provides industry leading data processing, payment and risk management services to financial institutions and retailers. Through FNF’s other wholly-owned subsidiaries, FNF provides specialty insurance products, including flood insurance, homeowners insurance and home warranty insurance. Since February 1, 2006, when FNF closed its acquisition of an approximately 40% interest in Sedgwick CMS Holdings, Inc., which we refer to as Sedgwick, FNF has, through its operating subsidiaries, been a provider of outsourced insurance claims management services to large corporate and public sector entities. As described below, immediately prior to the merger, FNF will have no assets other than its ownership of FIS common stock and its rights under certain agreements entered into pursuant to the securities exchange and distribution agreement between FNF and FNT.
 
The Merger (beginning on page 43)
 
General
 
FIS and FNF have reached an agreement for FIS to acquire FNF by merging FNF with and into FIS. Upon completion of the merger, the separate corporate existence of FNF will cease and FIS will continue as the surviving corporation. At the same time that it entered into the merger agreement with FIS, FNF entered into the securities exchange and distribution agreement, which we refer to as the distribution agreement, with FNT under which FNF will transfer its interests in certain companies and certain other assets to FNT in exchange for shares of FNT Class A common stock and the assumption by FNT of certain liabilities of FNF (as provided in the distribution agreement) prior to the merger of FNF into FIS. Following the contribution of assets by FNF to FNT, FNF will convert all of its shares of FNT Class B common stock into shares of FNT Class A common stock. Immediately thereafter, FNF will distribute the converted shares, together with the shares of FNT Class A common stock transferred to FNF by FNT,


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to the holders of the outstanding capital stock of FNF. We refer to this distribution as the spin-off. Upon completion of the spin-off, FNF will have no assets other than its ownership of FIS common stock and ownership of FNF Leasing, which will merge with and into a subsidiary of FIS shortly after the spin-off. The merger agreement provides that prior to the effective time of the merger, FIS will amend and restate the Amended and Restated Certegy Inc. Stock Incentive Plan to increase the total number of shares available by an additional 4,000,000 shares. It is contemplated that the merger would be completed approximately two weeks following the spin-off.
 
The boards of directors of FIS and FNF both believe that the merger will provide benefits to their respective shareholders and stockholders and that the merger will be in the best interests of their respective companies, shareholders and stockholders. To review the reasons for the merger in greater detail, see “The Merger — FIS’s Reasons for the Merger and Recommendation of FIS’s Board of Directors” beginning on page 51 and “The Merger — FNF’s Reasons for the Merger and Recommendation of FNF’s Board of Directors” beginning on page 52.
 
We urge you to read carefully the entire merger agreement attached to this proxy statement/prospectus as Annex A because it sets forth the terms of and is the principal legal document governing the merger.
 
Required Votes
 
The proposal relating to the issuance of shares of FIS common stock in connection with the merger requires the approval of a majority of the votes cast on such proposal by the holders of FIS common stock at the FIS Annual Meeting. FNF will vote its FIS common stock in favor of the issuance of shares. See “The FIS Annual Meeting — Quorum and Voting Rights” beginning on page 36.
 
The affirmative vote of holders of a majority of the outstanding shares of FNF common stock is required for adoption of the merger agreement and approval of the merger by the FNF stockholders. See “The FNF Annual Meeting — Quorum and Voting Rights” beginning on page 38.
 
Merger Consideration
 
When the merger is completed, FNF stockholders will have the right to receive that number of shares of FIS common stock in exchange for each share of FNF common stock that they hold, equal to 96,521,877 divided by the number of FNF shares outstanding immediately prior to the effective time of the merger. Alternatively, FNF stockholders may have the right to receive that number of shares of FIS common stock in exchange for each share of FNF common stock that they hold, equal to 96,624,336 divided by the aggregate number of FNF shares outstanding immediately prior to the effective time of the merger under certain circumstances described below. We refer to the number determined based on the foregoing calculations as the conversion ratio.
 
The aggregate number of shares of FIS common stock that current FNF stockholders will receive in connection with the merger depends on the number of shares of FIS common stock issued to FNF in connection with the Leasing merger. FNF Leasing currently owns 75% of FNF Capital LLC, and based on that 75% ownership, the number of shares of FIS common stock to be issued to FNF in connection with the Leasing merger is 307,377. In such event, the aggregate number of FIS shares to be issued to FNF stockholders would be 96,521,877. If FNF Leasing’s ownership of FNF Capital LLC increases to 100%, the number of shares of FIS common stock to be issued to FNF in connection with the Leasing merger would be 409,836. In such event, FNF stockholders will have the right to receive an aggregate of 96,624,336 shares of FIS common stock.
 
Unless otherwise noted, this proxy statement/prospectus assumes that FNF Leasing will continue to own only 75% of its subsidiary FNF Capital LLC. However, approval of the issuance of shares under the merger agreement will constitute approval of the issuance of all shares that may be issued, including any additional shares of FIS common stock that would be issued if FNF Leasing increased its ownership of its subsidiary FNF Capital LLC to 100%.
 
Accordingly, based on the 176,444,440 shares of FNF common stock issued and outstanding as of August 31, 2006, each FNF stockholder would receive 0.547 of a share of FIS common stock (assuming the number of outstanding shares of FNF common stock is the same immediately prior to the effective time of the merger) for each share of FNF common stock. In addition, as of August 31, 2006, the number of outstanding options to purchase FNF common stock was approximately 13.5 million. To the extent any of these FNF options are exercised prior to the effective time of the merger, the amount of FIS common stock received for each FNF share will decrease. Upon


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consummation of the merger, FNF’s existence as a separate entity will cease, its ownership interest in FIS will terminate and its FIS shares will be retired to FIS’s authorized and unissued share capital. FIS’s shareholders will not be directly affected by the merger, except as otherwise described under the section of this proxy statement/prospectus captioned “The Merger Agreement — Holders of FIS Common Stock” on page 75.
 
No fractional shares of FIS common stock will be issued. Any holder of shares of FNF common stock entitled to receive a fractional share of FIS common stock will be entitled to receive a cash payment in lieu thereof, in an amount equal to that holder’s proportionate interest in the net proceeds from the sale or sales in the open market by the exchange agent, on behalf of all such holders, of the shares of FIS common stock constituting the excess of (i) the number of whole shares of FIS common stock delivered to the exchange agent by FIS over (ii) the aggregate number of whole shares of FIS common stock to be distributed to holders of FNF common stock, which we refer to as the excess shares. As soon as practicable following the effective time of the merger, the exchange agent will determine the number of excess shares and, as agent for the former holders of FNF common stock, will sell the excess shares at the prevailing prices on the NYSE. The exchange agent will deduct from the proceeds of the sale of the excess shares all commissions, withholding taxes, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the exchange agent, incurred in connection with such sale of excess shares.
 
The stock consideration and cash in lieu of fractional shares that FIS will pay to FNF stockholders is referred to as the merger consideration. The number of shares to be issued by FIS is fixed and neither FIS nor FNF has the right to terminate the merger agreement based solely on changes in either party’s stock price. The market value of FIS common stock that FNF stockholders receive in the merger may fluctuate significantly from its current value.
 
Holders of FIS Common Stock (beginning on page 75)
 
The shares of FIS common stock held by FIS shareholders will not be directly affected by the merger, except that the shares of FIS common stock held by FNF will be retired and the percentage of total FIS common shares outstanding owned by FIS shareholders immediately prior to the consummation of the merger will be subject to dilution by FNF stock options assumed by FIS and converted into FIS stock options in connection with the merger. As of August 31, 2006, there were approximately 2.8 million FNF options outstanding that were held by employees of FIS or employees and directors of FNF who will become employees or directors of FIS. Any of these options that remain outstanding as of the consummation of the merger will be assumed by FIS and converted into FIS options based on their intrinsic value as of the consummation of the merger. Additionally, we anticipate that 1,410,000 FIS options will be granted to certain executive officers and non-employee FIS directors upon consummation of the merger.
 
Interests of Directors and Executive Officers in the Proposed Transactions (beginning on page 66)
 
In connection with the proposed transactions, FIS will enter into a new employment agreement with Mr. Foley effective as of the spin-off, and he will also receive a grant of 830,000 options to purchase shares of FIS’s common stock, with 3 year graded vesting (1/3 each year) and a 7 year term, immediately following the merger. Additionally, Mr. Foley currently holds 5,408,216 options to purchase FNF common stock, a portion of which will be converted into options to purchase FIS or FNT stock as described below, although 3,856,684 of such options will be exercised or cashed out prior to the spin-off pursuant to the terms of the option letter agreement among FNF, William P. Foley, II, Alan L. Stinson and Brent B. Bickett. See “The Merger Agreement — Principal Covenants and Agreements — Other Covenants and Agreements — Option Letter Agreement” beginning on page 76. In addition, Mr. Foley owns, in the aggregate, 5,752,040 shares including 110,000 restricted shares of FNF common stock and will receive shares of FIS’s common stock, with the shares received in respect of restricted stock to be subject to the same terms, conditions and restrictions, in respect thereof in connection with the merger. Other officers and directors of FNF and FIS also own shares of FNF stock, FNF options and restricted stock that will be similarly treated in connection with the merger.
 
Also in connection with the proposed transactions, FNT will enter into a new employment agreement with Mr. Foley and he will also receive a grant of 475,000 shares of FNT restricted stock.
 
Both FIS and FNT will enter into new employment agreements with Messrs. Stinson and Bickett, and both will receive equity awards from FIS and FNT in connection with the proposed transactions.


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Under the distribution agreement, FNT has agreed to indemnify each person who, prior to the closing, was an officer or director of FNF to the same extent that such officer or director was indemnified by FNF under FNF’s charter and by-laws. FNT will also purchase and maintain for at least six years after date of closing a directors’ and officers’ insurance policy insuring directors, officers and employees of FNF and its subsidiaries (but not directors, officers or employees of FIS and its subsidiaries acting in their capacity as such) and providing coverage at least as favorable to the insured persons as FNF’s current director’s and officer’s insurance.
 
In addition, the FNF Compensation Committee is evaluating paying transaction bonuses to a group of officers of FNF, including Messrs. Foley, Stinson, and Bickett. The purpose of the transaction bonus is to reward certain officers for their efforts towards successful completion of the merger and the proposed transactions. The merger is the final step of FNF’s long-term strategy, which has included previous acquisitions (Alltel Information Services for example) and reorganizations. The result of FNF’s long-term strategy has been the creation of significant value for shareholders and a rate of return that has consistently been better than that of the S&P 500 since 1987. If FNF shareholders approve the proposed transactions and the Committee is confident that the transactions will close, the Committee will grant the bonuses (the bonuses would be paid just prior to the closing of the spin-off). Although no bonus will actually be granted by the Committee until shortly prior to the spin-off, the Committee currently would expect to award Mr. Foley a bonus of $19.0 million and Messrs. Stinson and Bickett each a bonus of $2.2 million. The other officers would receive aggregate bonuses of $1.6 million. The FNF special committee has reviewed the proposed transaction bonuses and approved the grant thereof in connection with the transaction.
 
Certain members of FNF’s board of directors will become members of the board of FIS or FNT in connection with the transactions.
 
FNF Equity Awards (beginning on page 74)
 
As of the spin-off, FNF stock options and shares of restricted stock held by persons who will be employed by or serve as a director of FNT, which we refer to as an FNT service provider, will be replaced with FNT stock options and shares of restricted stock pursuant to the terms of the distribution agreement. At the time of the merger, FNF stock options and shares of FNF restricted stock held by persons who will be employed by or serve as a director of FIS, which we refer to as FIS service providers, will be treated as follows:
 
Stock Options
 
FNF stock options held by FIS service providers will be assumed by FIS and converted into FIS stock options, with the same terms and conditions as the FNF stock options, but with equitable adjustments made to the exercise prices and the number of shares underlying the options to reflect the difference in value of FNF and FIS common stock.
 
In addition, Messrs. Foley, Stinson and Bickett entered into an agreement with FNF, pursuant to which FNF has the right to cash out a certain number of the FNF stock options held by Messrs. Foley, Stinson and Bickett for their fair market value as of the date FNF elects to exercise such right or cause these individuals to exercise such options. With respect to the FNF stock options held by Messrs. Foley, Stinson and Bickett that are not subject to the agreement, and with respect to FNF stock options held by other persons who, like Messrs. Foley, Stinson and Bickett, will be employed by or serve as a director of both FNT and FIS after the transactions, whom we refer to as dual service providers, 50% of such options will be assumed by FIS and converted into FIS stock options, as described above, and the remaining 50% of such options will be replaced with FNT stock options pursuant to the terms of the distribution agreement. In addition, with respect to dual service providers, 50% of their FNF restricted stock will be replaced with FNT restricted stock and 50% will be converted into FIS restricted stock.
 
As of August 31, 2006, the intrinsic value of the FNF options that, if outstanding as of the merger closing, would have been converted into FIS options would have resulted in the issuance of approximately 3.1 million FIS options.
 
Restricted Stock
 
All holders of shares of FNF restricted stock will receive FNT shares in connection with the spin-off in the same proportion with respect to their restricted stock as other FNF stockholders, with such shares subject to the same terms, conditions and restrictions applicable to the corresponding FNF restricted stock based upon continued service with FNT or FIS, as the case may be. At the time of the merger, the shares of FNF restricted stock held by FIS


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service providers will be converted into shares of FIS restricted stock based on the conversion ratio. This FIS restricted stock will be subject to the same transfer restrictions and forfeiture conditions as the corresponding FNF restricted stock based upon continued service with FIS.
 
For a full description of the treatment of FNF equity awards, see “The Merger Agreement — Effect of Merger on FNF Equity Awards” beginning on page 74.
 
Employee Benefit Plans (beginning on page 75)
 
FIS has agreed to provide coverage under its health and welfare plans to employees of FNF who will become employees of FIS. FIS has also agreed to cause any benefit plan in which employees of FNF and its subsidiaries are eligible to participate after the spin-off to take into account for purposes of eligibility, vesting and benefit accrual, service with FNF and its subsidiaries. Prior to the spin-off under the distribution agreement, FNF will cause the sponsorship of all FNF employee benefit plans, including all related insurance policies and service agreements, to be transferred to FNT, and FNT will assume sponsorship of such plans.
 
Opinions of Financial Advisors (beginning on page 53)
 
Under the original securities exchange and distribution agreement, FNT agreed to transfer to FNF a number of shares of FNT Class A common stock equal to (i) 34,042,553 plus (ii) the amount of cash and certain investment assets included in the contributed assets (not to exceed $275,000,000 for purposes of this calculation) divided by $23.50 (we refer to this number as the original FNT exchange number). Under the original merger agreement, when the merger is completed, FNF stockholders would have had the right to receive that number of shares of FIS common stock in exchange for each share of FNF common stock that they hold, equal to 96,214,500 divided by the number of FNF shares outstanding immediately prior to the effective time of the merger (we refer to the number determined after giving effect to this calculation as the original conversion ratio).
 
In connection with the original merger agreement, FIS’s board of directors has received an opinion, dated June 25, 2006, from its financial advisor Stephens, Inc. to the effect that as of the date of the opinion, the original conversion ratio in the merger is fair, from a financial point of view, to the shareholders of FIS other than FNF. The FIS Board also considered Stephens’ advice that the Leasing merger would not have materially affected its original opinion. FNF’s board of directors has received an opinion, dated June 25, 2006, from its financial advisor Bear Stearns & Co. Inc. to the effect that as of the date of the opinion, the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole, were fair, from a financial point of view, to FNF and the FNF stockholders. The opinions are attached as Annexes D and E to this proxy statement/prospectus. FIS and FNF encourage you to read these opinions in their entirety.
 
Record Date; Shares Entitled to Vote; Outstanding Shares (beginning on page 36 for FIS and page 38 for FNF)
 
FIS Shareholders.  The record date for the FIS Annual Meeting was September 11, 2006. This means that you must have been a shareholder of record of FIS common stock at the close of business on September 11, 2006 in order to vote at the FIS Annual Meeting. You are entitled to one vote for each share of FIS common stock you owned on the record date. On FIS’s record date, a total of 190,412,587 shares of FIS common stock were outstanding.
 
FNF Stockholders.  The record date for the FNF Annual Meeting was September 11, 2006. This means that you must have been a stockholder of record of FNF’s common stock at the close of business on September 11, 2006, in order to vote at the FNF Annual Meeting. You are entitled to one vote for each share of FNF common stock you owned on the record date. On FNF’s record date, a total of 176,603,760 shares of FNF common stock were outstanding.
 
Expected Completion of the Merger (beginning on page 82)
 
If the issuance of shares of FIS common stock is approved at the FIS Annual Meeting and the merger agreement and merger adopted and approved at the FNF Annual Meeting, the merger is expected to be completed approximately two weeks following the completion of the spin-off in accordance with its terms. There may be a substantial period of time between the approval of the proposals by shareholders at the FIS Annual Meeting and stockholders at the FNF


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Annual Meeting and the effectiveness of the merger. The merger is currently expected to be completed in the fourth quarter of 2006. See “The Merger Agreement — Principal Conditions to Completion of the Merger.”
 
Stock Ownership of Directors and Executive Officers (beginning on page 37 for FIS and page 39 for FNF)
 
FIS.  At the close of business on the record date for the FIS Annual Meeting, directors and executive officers of FIS and their affiliates were entitled to vote approximately 0.33 million shares of FIS common stock, collectively representing 0.1% of the shares of FIS common stock outstanding on that date.
 
FNF.  At the close of business on the record date for the FNF Annual Meeting, directors and executive officers of FNF and their affiliates were entitled to vote approximately 6.27 million shares of FNF common stock, collectively representing 3.6% of the shares of FNF common stock outstanding on that date.
 
FNF Stock Ownership of FIS Before the Merger
 
FNF currently directly owns approximately 50.5% of the issued and outstanding shares of FIS common stock and indirectly, through FNT’s wholly owned subsidiaries Chicago Title Insurance Company and Fidelity National Title Insurance Company, owns approximately a further 0.8% of the issued and outstanding shares of FIS common stock. Wherever in this proxy statement/prospectus we state that FNF currently owns approximately 51.3%, this is a reference to FNF directly owning approximately 50.5% of the shares of FIS common stock and indirectly owning approximately 0.8% of the shares of FIS common stock. FIS has agreed to purchase all FIS shares held by FNT and its subsidiaries as of the business day prior to the completion of the spin-off for a price in cash equal to the closing price of such stock as of the preceding trading day.
 
Post-Merger Executive Officers and Directors (beginning on page 66)
 
The size of FIS’s board of directors will be increased from ten to eleven in connection with the merger through the addition as a director of Richard N. Massey, who currently serves on the FNF board.
 
This proxy statement/prospectus contains a proposal relating to the election of four members of the board of directors of FIS: William P. Foley, II, Thomas M. Hagerty, Daniel D. (Ron) Lane and Robert M. Clements. See “Additional Proposals for the FIS Annual Meeting — Proposal 5: Election of Directors.”
 
This proxy statement/prospectus also contains a proposal relating to the election of two members of the board of directors of FNF: John F. Farrell, Jr. and Daniel D. (Ron) Lane. If the proposals relating to the adoption of the merger agreement receive the requisite number of affirmative votes, it is expected that the merger would be consummated shortly thereafter. In that event, and if the proposal relating to the election of FNF directors receives the requisite number of affirmative votes, the newly elected FNF directors would serve only until such time as the merger is consummated given that upon the consummation of the merger FNF will no longer exist as a separate entity. See “Additional Proposals for the FNF Annual Meeting — Proposal 2: Election of Directors.”
 
Listing of FIS Common Stock and Delisting of FNF Common Stock (beginning on page 68)
 
The shares of FIS common stock issued in connection with the merger will be listed on the NYSE together with the other shares of FIS common stock currently listed for trading on the NYSE under the symbol “FIS.” If the merger is completed, FNF common stock will no longer be listed on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and FNF will no longer file periodic reports with the SEC.
 
Dissenters’ Rights (beginning on page 69)
 
Under Georgia law, holders of FIS common stock are not entitled to dissenters’ rights in connection with the merger. Under Delaware law, holders of FNF common stock are not entitled to dissenters’ rights in connection with the merger.
 
Conditions to Completion of the Merger (beginning on page 82)
 
The completion of the merger depends upon the satisfaction or waiver of a number of conditions, including the consummation of the spin-off and the Leasing merger. See the information under the caption “The Merger Agreement — Principal Conditions to Completion of the Merger.”


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Termination of the Merger Agreement (beginning on page 82)
 
Before the effective time of the merger, the merger agreement may be terminated by the mutual written consent of FIS and FNF, or by either FIS or FNF under certain specified circumstances.
 
For example, either FIS or FNF may terminate the merger agreement prior to the effective time if:
 
  •  any required approval of the shareholders of FIS or stockholders of FNF has not been obtained;
 
  •  the distribution agreement or the Agreement and Plan of Merger entered into among FIS, its subsidiary, FIS Capital Leasing, Inc. and FNF Leasing, which we refer to as the Leasing merger agreement, has been terminated;
 
  •  the merger has not been completed on or before the earlier of (x) the date that is 30 days after the closing under the distribution agreement or (y) December 31, 2006;
 
  •  a governmental entity prohibits the merger;
 
  •  the other party’s special committee of independent directors withdraws or materially modifies its approval of the merger agreement or its recommendation to its shareholders in a manner adverse to the terminating party; or
 
  •  the other party breaches any of the representations or warranties it made in the merger agreement in a manner that would have a material adverse effect, and the breach cannot be cured prior to December 31, 2006.
 
No Solicitation by FIS (beginning on page 78)
 
The merger agreement restricts the ability of FIS to: (i) solicit, initiate or encourage the submission of any proposal or offer to acquire or cause to be acquired in any manner, directly or indirectly, all or substantially all of the business, assets or capital stock of FIS (referred to as an acquisition proposal), or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any acquisition proposal or (ii) participate in or continue any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any acquisition proposal. However, prior to the time, but not after, the requisite vote of the FIS shareholders is obtained, if the FIS board of directors determines in good faith, following consultation with outside counsel, that such action is required in order for such directors to comply with their fiduciary duties under applicable law, FIS, any FIS subsidiary or any officer, director or employee of, or any investment banker, attorney or other advisor, representative or agent of, FIS or any FIS subsidiary may, following the receipt of an unsolicited acquisition proposal by FIS, participate in negotiations regarding such acquisition proposal or furnish information regarding FIS and its business pursuant to an appropriate confidentiality agreement to the person making such acquisition proposal.
 
Fiduciary Duties (beginning on page 78)
 
Prior to (but not after) the approval of the FIS shareholders or the FNF stockholders, as the case may be, the board of directors of FIS or FNF, as the case may be, may withdraw or modify its recommendation with respect to the merger agreement if it concludes in good faith, after consultation with its independent financial advisor and outside legal counsel, that doing so is required in order for the board of directors to comply with its fiduciary duties under applicable law.
 
No change of recommendation may be made by FIS until at least 48 hours following FNF’s receipt of notice from FIS that the FIS board of directors intends to change its recommendation and the basis therefor. In determining whether to make a change of recommendation, the FIS board of directors will take into account any changes to the terms of the merger agreement proposed by FNF and any other information provided by FNF in response to such notice.
 
Material United States Federal Income Tax Considerations (beginning on page 70)
 
As one of the conditions to the consummation of the spin-off and merger, FNF is to receive a ruling from the Internal Revenue Service, which we refer to as the IRS, and an opinion of its special tax advisor, Deloitte Tax LLP, together to the effect that the spin-off and merger will be tax free under the Internal Revenue Code, which we refer to as the Code, to FNF, FIS and to FNF’s stockholders (except that FNF’s stockholders will recognize any gain or loss attributable to the receipt of cash in lieu of fractional shares of FNT common stock pursuant to the spin-off and FIS


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common stock pursuant to the merger). The FIS shareholders (other than FNF) are not parties to the proposed transactions; therefore, there will be no tax consequences to them as a result of the proposed transactions.
 
Accounting Treatment (beginning on page 68)
 
U.S. generally accepted accounting principles require that one of the two parties to the merger be designated as the acquirer for accounting purposes. However, Financial Accounting Standards Board Technical Bulletin 85-5, “Issues Relating to Accounting for Business Combinations” provides that if a transaction lacks substance, it is not a purchase event and should be accounted for based on existing carrying amounts. In the proposed transaction, because the minority interest of FIS does not change and in substance the only assets and liabilities of the combined entity after the exchange are those of FIS prior to the exchange, a change in ownership of the minority interest has not taken place, and the exchange should be accounted for based on the carrying amounts of FIS’s assets and liabilities. FIS believes that in the merger there is no change in the value held by the existing minority interest shareholders and the only assets and liabilities of the combined entity after the transaction are those owned by FIS prior to the transaction, and therefore the merger should be accounted for at historical cost.
 
The Securities Exchange and Distribution Agreement (beginning on page 84); The Leasing Merger Agreement (beginning on page 81)
 
The securities exchange and distribution agreement provides for the contribution of substantially all of FNF’s assets (other than its ownership interests in FIS, FNT and FNF Leasing) and liabilities to FNT in exchange for shares of FNT’s Class A common stock, followed immediately by the distribution by FNF to its stockholders as a dividend of all FNT shares held by FNF. Shortly after the spin-off, pursuant to the Leasing merger agreement, FNF Leasing will merge with and into a subsidiary of FIS in exchange for the issuance to FNF of 307,377 shares of FIS common stock. These transactions will leave FNF with an approximately 51.0% ownership position in FIS as its only asset prior to the merger of FNF with and into FIS pursuant to the merger agreement.
 
It is contemplated that the merger between FNF and FIS will be completed approximately two weeks following the occurrence of the spin-off in accordance with its terms, and that immediately after the merger, FNT will file amended and restated articles of incorporation that, among other things, will change the name of FNT to “Fidelity National Financial, Inc.”
 
Risk Factors (beginning on page 29)
 
In evaluating the merger, the merger agreement or the issuance of shares of FIS common stock in the merger, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
 
Related Party Agreements (beginning on page 78)
 
At or prior to the closing under the merger agreement, FIS and FNF will, and will cause their relevant subsidiaries to, amend or terminate certain specified intercompany and related party agreements and, in the case of FIS, enter into certain specified additional agreements with FNT. Generally speaking, the intercompany and related party agreements to which FNF is a party will either be terminated or assigned to FNT. Certain of the intercompany and related party agreements between FIS and/or its subsidiaries, on the one hand, and FNT and/or its subsidiaries, on the other, will require amendment to reflect the merger as well as other changes necessary to take into account changes in the relationship between the parties after the merger.
 
Comparison of Shareholder Rights and Corporate Governance Matters (beginning on page 149)
 
  •  FNF.  As a result of the merger, the holders of FNF common stock will become holders of FIS common stock. Following the merger, former FNF stockholders will have rights as FIS shareholders different from those that they had as FNF stockholders due to differences between the laws of the states of incorporation and between the articles of incorporation and bylaws of FIS and FNF.
 
  •  FIS.  FIS shareholders will retain their shares of FIS common stock and their rights will continue to be governed by FIS’s articles of incorporation and bylaws and by Georgia law.


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  •  For a copy of FIS’s or FNF’s current articles of incorporation or bylaws, see “Where You Can Find More Information” beginning on page 1.
 
Restrictions on the Ability to Sell FIS Common Stock (beginning on page 69)
 
All shares of FIS common stock you receive in connection with the merger will be freely transferable unless you are considered an “affiliate” of either FNF or FIS for the purposes of the Securities Act at the time the proposal to adopt the merger agreement and approve the merger is submitted to FNF stockholders for approval, in which case you will be permitted to sell the shares of FIS common stock you receive in the merger only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. This proxy statement/prospectus does not register the resale of stock held by affiliates.


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MARKET PRICE AND DIVIDEND INFORMATION
 
Historical Market Price Data
 
FIS’s common stock is traded on the NYSE under the symbol “FIS.” FNF’s common stock is traded on the NYSE under the symbol “FNF.”
 
The following table sets forth the high and low sales prices per share of FIS and FNF common stock as adjusted for all stock splits, as reported on the NYSE for the periods indicated:
 
                                 
          FNF Common
 
    FIS Common Stock(a)     Stock  
    High     Low     High     Low  
 
2003
                               
Quarter ended March 31, 2003
  $ N/A     $ N/A     $ 25.31     $ 22.35  
Quarter ended June 30, 2003
    N/A       N/A       29.50       25.02  
Quarter ended September 30, 2003
    N/A       N/A       30.52       25.59  
Quarter ended December 31, 2003
    N/A       N/A       35.25       26.53  
2004
    N/A       N/A                  
Quarter ended March 31, 2004
    N/A       N/A       39.62       34.59  
Quarter ended June 30, 2004
    N/A       N/A       41.06       33.34  
Quarter ended September 30, 2004
    N/A       N/A       38.94       35.69  
Quarter ended December 31, 2004
    N/A       N/A       45.67       34.90  
2005
    N/A       N/A                  
Quarter ended March 31, 2005
    N/A       N/A       47.00       30.35 (b)
Quarter ended June 30, 2005
    N/A       N/A       36.98       30.05  
Quarter ended September 30, 2005
    N/A       N/A       44.71       35.56  
Quarter ended December 31, 2005
    N/A       N/A       45.56       35.50 (c)
2006
                               
Quarter ended March 31, 2006
    44.02       36.25       39.86       35.15  
Quarter ended June 30, 2006
    40.16       35.15       43.53       34.82  
Quarter ended September 30, 2006 (through
September 15, 2006)
    37.62       33.50       42.30       36.72  
 
 
(a) On February 1, 2006, Certegy merged into FIS and FIS as the surviving entity in the merger became a separate publicly traded company.
 
(b) During the first quarter of 2005, FNF declared and paid a $10.00 special dividend.
 
(c) During the fourth quarter of 2005, FNF distributed to its stockholders 17.5% of the outstanding shares of common stock of FNT which resulted in a reduction in its stock price of $4.06 on the ex-dividend date.


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Dividend Information
 
The following table presents information on dividends declared each quarter on FIS common stock and FNF common stock, respectively, for the periods indicated.
 
                 
    FIS
    FNF
 
    Dividends(a)     Dividends  
 
2003
               
Quarter ended March 31, 2003
  $     $ .11  
Quarter ended June 30, 2003
          .11  
Quarter ended September 30, 2003
          .16  
Quarter ended December 31, 2003
          .16  
2004
               
Quarter ended March 31, 2004
          .18  
Quarter ended June 30, 2004
          .18  
Quarter ended September 30, 2004
          .43 (b)
Quarter ended December 31, 2004
           
2005
               
Quarter ended March 31, 2005
          10.25 (c)
Quarter ended June 30, 2005
          .25  
Quarter ended September 30, 2005
          .25  
Quarter ended December 31, 2005
          .25  
2006
               
Quarter ended March 31, 2006
    .05       .25  
Quarter ended June 30, 2006
    .05       .25  
Quarter ended September 30, 2006 (through September 15, 2006)
    .05 (d)     .25 (d)
 
 
(a) On February 1, 2006, Certegy merged into FIS and FIS as the surviving entity in the merger became a separate publicly traded company.
 
(b) During the third quarter of 2004, FNF declared and paid a $.18 dividend and declared a $.25 dividend that was paid in the fourth quarter on its common stock.
 
(c) During the first quarter of 2005, FNF declared and paid a $10.00 special dividend.
 
(d) On July 20, 2006 FNF declared a quarterly cash dividend payable September 29, 2006 to stockholders of record as of September 14, 2006. On July 19, 2006, FIS declared a quarterly dividend payable September 27, 2006 to stockholders of record as of September 14, 2006.
 
The merger agreement permits each of FIS and FNF to continue to pay its respective shareholders and stockholders its regular quarterly cash dividend consistent with past dividend policy until closing.
 
FIS began declaring cash dividends to common shareholders in the first quarter of 2006. The declaration and payment of future dividends is at the discretion of the FIS board of directors, and depends on among other things, FIS’s investment policy and opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by the FIS board of directors, including legal and contractual restrictions. Additionally, the payment of cash dividends may be limited by covenants in certain debt agreements of FIS, including FIS’s credit facility. Under its credit facilities, FIS is limited in the amount of dividends it can pay to $60 million per year, plus certain other amounts, except that dividends may not be paid if any event of default under such facilities shall have occurred or be continuing or would result from such payment.
 
Since the time of its merger with Certegy, FIS has sought to limit dilution to FNF’s stock ownership caused by option exercises by repurchasing shares on the open market or in privately negotiated transactions. As of September 15, 2006, FIS has repurchased 2,829,200 shares at an average price of $36.68 under this program.


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Under the current plan approved by FIS’s board of directors, FIS is authorized to purchase an additional 170,800 shares.
 
In addition, FIS has agreed that it will repurchase the approximately 1,431,000 FIS shares held by FNT and its subsidiaries. Such purchase will be made on the business day prior to the closing for a cash price equal to the closing trading price of such shares on the preceding trading day.
 
Recent Closing Prices and Comparative Market Price Information
 
The following table presents the closing prices per share of FIS common stock and FNF common stock, in each case based on closing prices for those shares on the NYSE, as well as the equivalent price per share and the equivalent total market value of shares of FNF common stock. These prices and values are presented on two dates:
 
  •  April 26, 2006, the last trading day prior to the public announcement of the proposed merger; and
 
  •  September 15, 2006 the last trading day for which this information could be calculated prior to the date of this proxy statement/prospectus.
 
                         
    FIS
    FNF
    FNF
 
    Common
    Common
    Equivalent
 
    Stock
    Stock
    Stock Price
 
    (price per share)     (price per share)     (price per share)  
 
April 26, 2006
                       
Closing price per share of common stock
  $ 38.79     $ 34.99     $ 21.14 (1)
September 15, 2006
                       
Closing price per share of common stock
  $ 36.60     $ 42.30     $ 20.02 (1)
 
 
(1) The FNF equivalent stock prices were calculated by multiplying the per share price of FIS common stock on each date by the conversion ratio of 0.547, which is calculated using 176,444,440 shares as an estimate of the number of FNF common shares that will be outstanding at the time of the merger.
 
Because the number of FIS shares to be issued as merger consideration is fixed and will not be adjusted as a result of changes in market price, the implied value of the merger consideration will fluctuate with the market price of FIS common stock. You should obtain current market quotations for the shares of FIS common stock from a newspaper, the Internet or your broker or banker.


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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
 
Selected Historical Consolidated Financial Data of FIS
 
The following table shows selected historical consolidated financial data for FIS. The data of FIS as of December 31, 2005, 2004 and 2003 and for each of the years in the four-year period ended December 31, 2005, are derived from FIS’s audited consolidated and combined financial statements and related notes. The data as of December 31, 2002 and 2001 and June 30, 2006 and 2005 and for the year ended December 31, 2001 and the six-month periods ended June 30, 2006 and 2005 are derived from FIS’s unaudited annual and interim consolidated and combined financial statements. In the opinion of FIS’s management, the unaudited annual and interim consolidated and combined financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the annual and interim consolidated and combined financial statements. Results for the interim periods are not necessarily indicative of the results to be expected for the full year.
 
Detailed historical financial information is included in the audited consolidated and combined balance sheets as of December 31, 2005 and 2004, and the related consolidated and combined statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005 included in FIS’s Annual Report on Form 10-K for the year ended December 31, 2005, as well as the unaudited interim consolidated balance sheet as of June 30, 2006 and the related unaudited interim consolidated statements of earnings, comprehensive earnings, stockholders equity and cash flows for the six month periods ended June 30, 2006 and 2005 included in FIS’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006. You should read the following selected financial data together with FIS’s historical consolidated and combined financial statements, including the related notes, and the other information incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 1.
 
FIS’s selected historical financial data have been prepared from the historical results of operations and bases of the assets and liabilities of the operations transferred to FIS by FNF and gives effect to allocations of certain corporate expenses from FNF. FIS’s selected historical financial data may not be indicative of FIS’s future performance and does not necessarily reflect what its financial position and results of operations would have been had it operated as a separate, stand-alone entity during the periods presented. Further, as a result of FIS’s acquisitions, the results in the periods shown below may not be directly comparable.
 
                                                         
    Six Months Ended
       
    June 30,     Year Ended December 31,  
 
  2006(2)     2005(2)     2005(2)     2004(2)     2003(2)     2002     2001(1)  
    (in thousands, except per share data)  
 
Statement of Earnings Data:
                                                       
Processing and services revenues
  $ 1,922,882     $ 1,360,293     $ 2,766,085     $ 2,331,527     $ 1,830,924     $ 619,723     $ 402,224  
Cost of revenues
    1,342,055       883,579       1,793,285       1,525,174       1,101,569       379,508       255,349  
                                                         
Gross profit
    580,827       476,714       972,800       806,353       729,355       240,215       146,875  
                                                         
Selling, general and administrative expenses
    271,595       219,874       422,623       432,310       331,751       144,761       92,486  
Research and development costs
    51,706       52,239       113,498       74,214       38,345              
                                                         
Operating income
    257,526       204,601       436,679       299,829       359,259       95,454       54,389  
Other income (expense)
    (90,121 )     (49,985 )     (124,623 )     14,911       (3,654 )     10,149       96  
                                                         
Earnings before income taxes, equity in earnings (loss) of unconsolidated entities and minority interest
    167,405       154,616       312,056       314,740       355,605       105,603       54,485  
Income tax expense
    64,116       59,434       116,085       118,343       137,975       39,390       20,097  


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    Six Months Ended
       
    June 30,     Year Ended December 31,  
 
  2006(2)     2005(2)     2005(2)     2004(2)     2003(2)     2002     2001(1)  
    (in thousands, except per share data)  
 
Equity in earnings (loss) of unconsolidated entities
    2,092       2,244       5,029       (3,308 )     (55 )            
Minority interest
    (6 )     (4,254 )     (4,450 )     (3,673 )     (14,518 )     (8,359 )     (778 )
                                                         
Net earnings
  $ 105,387     $ 93,172     $ 196,550     $ 189,416     $ 203,057     $ 57,854     $ 33,610  
                                                         
Pro forma net earnings per share — basic(3)
  $ 0.58     $ 0.73     $ 1.54     $ 1.48     $ 1.59     $ 0.45     $ 0.26  
                                                         
Pro forma weighted average shares — basic
    181,168       127,920       127,920       127,920       127,920       127,920       127,920  
                                                         
Pro forma net earnings per share — diluted(3)
  $ 0.57     $ 0.73     $ 1.53     $ 1.48     $ 1.59     $ 0.45     $ 0.26  
                                                         
Pro forma weighted average shares — diluted
    184,242       127,920       128,354       127,920       127,920       127,920       127,920  
                                                         
 
 
(1) Effective January 1, 2002, FIS adopted SFAS No. 142 “Goodwill and Other Intangible Assets” and as a result, has ceased to amortize goodwill. Goodwill amortization in 2001 was $6.0 million.
 
(2) Effective January 1, 2003, FIS adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” using the prospective method of adoption in accordance with SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” and as a result recorded stock compensation expense of $20.4 million, $15.4 million and $3.8 million for the years ended December 31, 2005, 2004 and 2003, respectively and $32.8 and $11.5 million for the six months ended June 30, 2006 and 2005, respectively.
 
(3) Pro forma net earnings per share are calculated, for all periods presented, using the shares outstanding following FIS’s formation in its current structure as a holding company, and the minority interest sale on March 9, 2005, adjusted as converted by the exchange ratio (.6396) in the merger with Certegy.
 
                                                         
    Six Months Ended
       
    June 30,     Year Ended December 31,  
    2006     2005     2005     2004     2003     2002     2001  
    (in thousands)  
 
Balance Sheet Data
(at end of period):
                                                       
Cash and cash equivalents
  $ 143,694     $ 254,935     $ 133,152     $ 190,888     $ 92,049     $ 55,674     $ 20,411  
Total assets
    7,342,785       4,068,759       4,189,021       4,002,856       2,327,085       530,647       404,566  
Total long-term debt
    2,879,313       2,656,237       2,564,128       431,205       13,789       17,129       24,980  
Minority interest
    17,712       17,595       13,060       13,615       12,130       63,272       34,385  
Total equity
  $ 2,996,161     $ 578,756     $ 694,570     $ 2,754,844     $ 1,890,797     $ 286,487     $ 175,250  

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Selected Historical Consolidated Financial Data of FNF
 
The following table shows selected historical consolidated financial data for FNF. The data as of and for each of the five years ended December 31, 2005 was derived from FNF’s audited consolidated financial statements. The data as of June 30, 2006 and 2005 and for the six-month periods ended June 30, 2006 and 2005 was derived from FNF’s unaudited interim consolidated financial statements. In the opinion of FNF’s management, the unaudited interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the interim consolidated financial statements. Results for the interim periods are not necessarily indicative of the results to be expected for the full year.
 
Detailed historical financial information is included in the audited consolidated balance sheets as of December 31, 2005 and 2004, and the related consolidated statements of operations, comprehensive earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005 included in FNF’s Annual Report on Form 10-K for the year ended December 31, 2005, as well as the unaudited interim consolidated balance sheet as of June 30, 2006 and the related unaudited interim consolidated statements of operations, comprehensive earnings and cash flows for the six month periods ended June 30, 2006 and 2005 included in FNF’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006. You should read the following selected financial data together with FNF’s historical consolidated financial statements, including the related notes, and the other information incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 1.
 
The information presented in this section is not relevant to an evaluation of the post-merger performance of FIS, because prior to the merger FNF will divest itself of all assets and liabilities other than its interest in FIS.
 
                                                         
    Six Months Ended
       
    June 30,     Year Ended December 31,  
    2006     2005     2005(1)     2004(2)     2003(3)     2002     2001(4)(5)  
    (in thousands)  
 
Operating Data:
                                                       
Revenue
  $ 4,999,268     $ 4,703,254     $ 9,668,938     $ 8,296,002     $ 7,715,215     $ 5,082,640     $ 3,874,107  
                                                         
Expenses:
                                                       
Personnel costs
    1,769,772       1,555,192       3,224,678       2,786,297       2,465,026       1,476,430       1,187,177  
Other operating expenses
    1,095,405       840,249       1,716,711       1,599,124       1,448,133       945,829       711,151  
Agent commissions
    998,789       967,671       2,060,467       2,028,926       1,823,241       1,521,573       1,098,328  
Depreciation and amortization
    262,600       202,559       406,259       338,434       227,937       74,163       118,282  
Provision for claim losses
    238,567       197,966       480,556       311,916       287,136       179,292       134,724  
Goodwill amortization
                                        54,155  
Interest expense
    117,605       71,535       172,327       47,214       43,103       34,053       46,569  
                                                         
      4,482,738       3,835,172       8,060,998       7,111,911       6,294,576       4,231,340       3,350,386  
                                                         
Earnings before income taxes, minority interest and cumulative effect of a change in accounting principle
    516,530       868,082       1,607,940       1,184,091       1,420,639       851,300       523,721  
Income tax expense
    192,149       210,388       573,391       438,114       539,843       306,468       209,488  
                                                         
Earnings before minority interest and cumulative effect of a change in accounting principle
    324,381       657,694       1,034,549       745,977       880,796       544,832       314,233  
Minority interest
    85,389       23,155       70,443       5,015       18,976       13,115       3,048  
                                                         
Earnings before cumulative effect of a change in accounting principle
  $ 238,992     $ 634,539     $ 964,106     $ 740,962     $ 861,820     $ 531,717     $ 311,185  
Cumulative effect of a change in accounting principle, net of income taxes(5)
                                        (5,709 )
                                                         
Net earnings
  $ 238,992     $ 634,539     $ 964,106     $ 740,962     $ 861,820     $ 531,717     $ 305,476  
                                                         


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    Six Months Ended
       
    June 30,     Year Ended December 31,  
    2006     2005     2005(1)     2004(2)     2003(3)     2002     2001(4)(5)  
    (in thousands)  
 
Per Share Data:
                                                       
Basic earnings per share before cumulative effect of a change in accounting principle
  $ 1.37     $ 3.67     $ 5.58     $ 4.33     $ 5.81     $ 4.05     $ 2.41  
Cumulative effect of a change in accounting principle, net of income taxes, basic basis
                                        (.05 )
                                                         
Basic net earnings per share
  $ 1.37     $ 3.67     $ 5.58     $ 4.33     $ 5.81     $ 4.05     $ 2.36  
                                                         
Weighted average shares outstanding, basic basis
    174,647       172,773       172,839       171,014       148,275       131,135       129,316  
Diluted earnings per share before cumulative effect of a change in accounting principle
  $ 1.32     $ 3.58     $ 5.43     $ 4.21     $ 5.63     $ 3.91     $ 2.34  
Cumulative effect of a change in accounting principle, net of income taxes, diluted basis
                                        (.05 )
                                                         
Diluted net earnings per share
  $ 1.32     $ 3.58     $ 5.43     $ 4.21     $ 5.63     $ 3.91     $ 2.29  
                                                         
Weighted average shares outstanding, diluted basis
    179,788       177,109       177,597       176,000       153,171       135,871       133,189  
Dividends paid per share
  $ 0.50     $ 10.50     $ 11.00     $ .79     $ .54     $ .32     $ .26  
 
                                                         
    Six Months Ended
       
    June 30,     Year Ended December 31,  
    2006     2005     2005(1)     2004(2)     2003(3)     2002     2001(4)(5)  
    (in thousands)  
 
Balance Sheet Data:
                                                       
Investments(6)
  $ 4,311,173     $ 4,314,238     $ 4,564,189     $ 3,346,276     $ 2,689,817     $ 2,565,815     $ 1,823,512  
Cash and cash equivalents(7)
    806,306       715,643       513,394       331,222       459,655       482,600       542,620  
Total assets
    14,404,379       10,687,031       11,104,617       9,270,535       7,263,175       5,245,951       4,415,998  
Notes payable
    3,519,942       3,198,432       3,217,019       1,370,556       659,186       493,458       565,690  
Reserve for claim losses
    1,186,360       1,011,865       1,113,506       1,000,474       945,237       890,148       881,089  
Minority interests and preferred stock of subsidiary
    1,891,509       170,859       636,304       18,874       14,835       131,797       47,166  
Stockholders’ equity
    4,356,921       3,457,360       3,279,775       4,700,091       3,873,359       2,253,936       1,638,870  
Book value per share(8)
  $ 24.72     $ 19.99     $ 18.84     $ 27.24     $ 23.50     $ 17.13     $ 12.65  
 
                                                         
    Six Months Ended
       
    June 30,     Year Ended December 31,  
    2006     2005     2005(1)     2004(2)     2003(3)     2002     2001(4)(5)  
 
Other Non-financial Data
(Unaudited)
(in whole numbers):
                                                       
Orders opened by direct title operations
      1,679,300         1,867,000         3,615,400        3,680,200        4,820,700        3,228,300        2,635,200  
Orders closed by direct title
operations
    1,080,800       1,197,100       2,487,000       2,636,300       3,694,000       2,290,300       1,770,600  
Provision for claim losses to
title insurance premiums
    7.5 %     6.5 %     7.2 %     5.5 %     5.4 %     5.0 %     5.0 %
Title related revenue(9):
                                                       
Percentage direct
operations
    43.4 %     45.7 %     56.0 %     54.8 %     59.7 %     55.3 %     59.0 %
Percentage agency operations
    56.6 %     54.3 %     44.0 %     45.2 %     40.3 %     44.7 %     41.0 %
 
 
(1) FNF’s financial results for the year ended December 31, 2005 include in revenue and net earnings a $318.2 million gain on sale relating to the issuance of subsidiary stock, approximately $100.0 million in additional income tax expense relating to the distribution to FNF’s stockholders of a 17.5% interest of FNT and additional minority interest expense related to the minority interest issued in FNT and FIS. (See Note A of the notes to the historical consolidated financial statements incorporated by reference in this proxy statement/prospectus).

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(2) FNF’s financial results for the year ended December 31, 2004 include the results of various entities acquired on various dates during 2004, as discussed in Note B of the notes to the FNF historical consolidated financial statements incorporated by reference in this proxy statement/prospectus.
 
(3) FNF’s financial results for the year ended December 31, 2003 include the results of the acquisition of ALLTEL Information Services, Inc. for the period from April 1, 2003, the acquisition date, through December 31, 2003, and include the results of operations of various other entities acquired on various dates during 2003, as discussed in Note B of the notes to the FNF historical consolidated financial statements incorporated by reference in this proxy statement/prospectus.
 
(4) FNF’s financial results for the year ended December 31, 2001 include the results of the former operations of Vista Information Solutions, Inc. for the period from August 1, 2001, the acquisition date, through December 31, 2001. In the fourth quarter of 2001, FNF recorded certain charges totaling $10.0 million, after applicable taxes, relating to the discontinuation of small-ticket lease origination at FNF Capital and the wholesale international long distance business at Micro General Corporation.
 
(5) During 2001, FNF recorded a $5.7 million, after-tax charge, reflected as a cumulative effect of a change in accounting principle, as a result of adopting Emerging Issues Task Force No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”, (EITF 99-20).
 
(6) Investments as of December 31, 2005, 2004, 2003, 2002 and 2001 include securities pledged to secure trust deposits of $656.0 million, $546.0 million, $448.1 million, $474.9 million and $319.1 million, respectively. Investments as of December 31, 2005 include securities pledged relating to FNF’s securities lending program of $138.7 million. Investments as of June 30, 2006 and 2005 include securities pledged to secure trust deposits of $696.6 million and $688.4 million, respectively and include securities pledged relating to FNF’s securities lending program of $237.2 million as of June 30, 2006.
 
(7) Cash and cash equivalents as of December 31, 2005, 2004, 2003, 2002 and 2001 include cash pledged to secure trust deposits of $234.7 million, $195.2 million, $231.1 million, $295.1 million and $367.9 million, respectively. Cash and cash equivalents as of December 31, 2005 include cash pledged relating to FNF’s securities lending program of $143.4 million. Cash and cash equivalents as of June 30, 2006 and 2005 include cash pledged to secure trust deposits of $322.1 million and $370.8 million, respectively. Cash and cash equivalents as of June 30, 2006 include cash pledged relating to FNF’s securities lending program of $243.9 million.
 
(8) Book value per share is calculated as stockholders’ equity at December 31 of each year presented divided by actual shares outstanding at December 31 and June 30 of each year presented.
 
(9) Includes title insurance premiums and escrow and other title related fees.
 
Selected Unaudited Pro Forma Condensed Combined Financial Information
 
Financial Accounting Standards Board Technical Bulletin 85-5, “Issues Relating to Accounting for Business Combinations (FTB 85-5)” provides that in transactions when a parent company is merged into a partially owned subsidiary and the only asset or liability of the parent company is its investment in the subsidiary, the transaction lacks substance and that the transaction should be accounted for based on the carrying amounts of the partially owned subsidiary’s assets and liabilities. FIS believes that in this merger the only assets and liabilities of the combined entity after the transaction are those owned by FIS prior to the transaction and, therefore, the merger should be accounted for at historical cost.


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The following selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the Unaudited Pro Forma Condensed Combined Financial Statements and related notes beginning on page 161. The Unaudited Pro Forma Condensed Combined Balance Sheet presents the historical consolidated balance sheet of FIS as of June 30, 2006, giving effect to the merger as if it had been consummated on that date. The Unaudited Pro Forma Condensed Combined Statement of Continuing Operations combine the historical consolidated statements of continuing operations of FIS, Certegy and FNF for the six months ended June 30, 2006 and the year ended December 31, 2005, giving effect to the mergers of FIS with Certegy and FIS with FNF as if they had occurred on January 1, 2005. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the mergers, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results.
 
For the year ended December 31, 2005 and the one month period ended January 31, 2006, Certegy incurred costs related to the FIS and other mergers of $11.5 million and $81.8 million respectively, which are recorded in the historical financial statements of Certegy and not adjusted for in the pro forma presentation below. These transaction costs included investment banking fees, legal and accounting fees, change of control payments and severance payments. In addition, FIS recorded stock compensation expense of $32.8 million in the six months ended June 30, 2006 relating to certain performance based stock options for which the performance criteria were met as a result of the merger between FIS and Certegy. No adjustment has been reflected in the pro forma presentation below for this stock compensation expense.
 
The unaudited pro forma adjustments represent management’s estimates based on information available at this time. Actual adjustments to the combined balance sheet and statement of operations will differ, perhaps materially, from those reflected in these Unaudited Pro Forma Condensed Combined Financial Statements because the preliminary assumptions used to estimate these values may change between now and the completion of the merger.
 
These pro forma financial statements do not reflect adjustments relating to the proposed Leasing merger which will occur prior to the merger of FNF into FIS. As of June 30, 2006, FNF Leasing has approximately $80 million in total assets and had recorded approximately $0.7 million in pretax income for the six month period then ended. Any adjustments made to the pro forma combined balance sheet and pro forma combined statement of continuing operations are not significant for reporting purposes. These pro forma financial statements also do not reflect any adjustments relating to FIS’s proposed purchase from FNF subsidiaries of approximately 1.4 million shares of its common stock that will occur prior to the distribution.
 
                 
    For the  
    Six Months
       
    Ended June 30,
    Year Ended
 
    2006     December 31, 2005  
    (Amounts in thousands, except per share data)  
Pro Forma Statement of Continuing Operations Information
               
Revenues
  $ 2,015,797     $ 3,883,226  
Income from operations
    177,199       537,551  
Net income
    55,238       238,447  
Basic earnings per share
  $ 0.29     $ 1.26  
Diluted earnings per share
    0.28       1.24  
Diluted average shares outstanding
    195,267       192,245  
 
                 
    As of
       
    June 30, 2006        
Pro Forma Balance Sheet Information
               
Cash
  $ 143,694                           
Total assets
    7,342,785          
Working Capital
    362,934          
Long-term debt
    2,879,313          
Stockholders’ equity
    2,996,161          


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UNAUDITED COMPARATIVE PER SHARE DATA
 
In the following tables, FIS and FNF provides for the periods specified, income from continuing operations, cash dividends declared and book value per common share data separately for FNF and FIS on a historical basis, and on an unaudited pro forma combined basis per FIS common share after giving effect to the merger and the payment of the merger consideration. The pro forma amounts included in the table below are presented as if the merger had been effective for the periods presented and have been prepared in accordance with U.S. generally accepted accounting principles. This data should be read along with the historical consolidated financial statements and notes thereto of FIS and FNF, which are incorporated by reference in this proxy statement/prospectus, and the Unaudited Pro Forma Condensed Combined Financial Statements and accompanying discussions and notes beginning on page 159. See also “Where You Can Find More Information” beginning on page 1.
 
The pro forma information is presented for illustrative purposes only. You should not rely on the pro forma financial information as an indication of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity during the periods presented. The combined financial information as of and for the periods presented may have been different had the merger actually been consummated prior to, as of and during those periods. The FNF information presented in this section is not relevant to an evaluation of the post-merger performance of FIS, because prior to the merger FNF will divest itself of all assets and liabilities other than its interest in FIS.
 
Comparative Per Share Data
 
                                 
                      Equivalent
 
                      Pro Forma
 
                      Amount per
 
    FIS
    FNF
    Pro Forma
    share of
 
    Pro Forma(1)     Historical     Combined(2)     FNF(3)  
 
As of and for the Six Months Ended June 30, 2006 (Unaudited)
                               
Basic net income per share of common stock from continuing operations
  $ 0.31     $ 1.37     $ 0.29       N/A  
                                 
Diluted net income per share of common stock from continuing operations
  $ 0.30     $ 1.32     $ 0.28       N/A  
                                 
Book value per share of common stock
  $ 15.65     $ 24.72     $ 15.65       N/A  
                                 
Cash dividends declared per share of common stock
  $ 0.10     $ 0.50       N/A       N/A  
                                 
As of and for the Year Ended December 31, 2005
                               
Basic net income per share of common stock from continuing operations
  $ 1.28     $ 5.58     $ 1.26       N/A  
                                 
Diluted net income per share of common stock from continuing operations
  $ 1.26     $ 5.43     $ 1.24       N/A  
                                 
Book value per share of common stock
  $ 5.43     $ 18.84     $ 5.43       N/A  
                                 
Cash dividends declared per share of common stock
  $ 0.20     $ 11.00       N/A       N/A  
                                 
 
(1) The FIS Pro Forma combined Per Share Data assumes the issuance of approximately 63 million shares of FIS common stock to effect the merger between FIS and Certegy Inc. which occurred on Feb. 1, 2006 and includes the impact of FIS’s recapitalization and certain other adjustments.
 
(2) The Pro Forma combined column represents the impacts of the merger with FNF on the results of FIS and should be read in conjunction with the Unaudited Pro Forma Condensed Combined Financial Information.
 
(3) Due to the nature of this transaction the earnings of FNF do not apply to the merger and presentation of equivalent share data is not relevant.


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RISK FACTORS
 
We urge you to consider carefully all of the information we have included and incorporated by reference in this proxy statement/prospectus before you vote. See “Where You Can Find More Information” beginning on page 1. In addition, we urge you to consider carefully the following material risks relating to the merger and the business of the resulting company.
 
Risks Relating to the Merger
 
Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses and share prices of FIS and FNF, which could have an adverse effect on their business, financial results and share prices.
 
Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of FIS and FNF. Specifically:
 
  •  current and prospective employees may experience uncertainty about their future roles with the resulting company, which might adversely affect FIS’s and FNF’s ability to retain key managers and other employees; and
 
  •  the attention of management of each of FIS and FNF may be directed toward the completion of the merger and the spin-off under the distribution agreement between FNF and FNT, and not their ongoing businesses.
 
Further, management believes that the announcement of the merger may have led to arbitrage activity in the shares of FNF, FIS and FNT, which may have made their share prices more volatile.
 
Because the market price of FIS common stock fluctuates, and the number of FIS shares FNF stockholders will receive varies depending on the number of FNF shares outstanding at the time of the merger, FNF stockholders cannot be certain of the aggregate value of the merger consideration to be received in the merger.
 
The number of FIS shares to be issued in the merger does not adjust based on changes in the FIS stock price and any changes in the price of FIS common stock, or in the number of FNF shares outstanding (due to option exercises or otherwise), will affect the value of the shares of FIS common stock that FNF stockholders receive in the merger. For example, if the price of FIS common stock declines prior to completion of the merger, the value of the stock consideration to be received by FNF stockholders will decrease. Stock price variations could be the result of changes in the business, operations or prospects of FIS, general market and economic conditions, regulatory considerations and other factors which are beyond the control of FIS and FNF. In addition, as of August 31, 2006 the maximum number of outstanding options to purchase FNF common stock that could be assumed by FIS was approximately 2.8 million options which would convert into approximately 3.1 million options to purchase FIS common stock based on the intrinsic value of such options on August 31, 2006. To the extent any of these FNF options are exercised prior to the effective time of the merger, the amount of FIS common stock received for each FNF share will decrease.
 
The prices of FIS common stock and FNF common stock at the effective time of the merger may vary from their respective prices on the date the merger was announced, the date the merger agreement was executed, the date of this proxy statement/prospectus and the date of the annual meetings.
 
FIS and FNF are working to complete the merger as quickly as possible. However, the time period between the shareholder votes taken at the annual meetings and the completion of the merger will depend upon the satisfaction or waiver of the other conditions described in this proxy statement/prospectus, and there is currently no way to predict with certainty how long it will take to meet these requirements. Because the date when the merger is completed will be later than the date of the annual meetings, FIS shareholders and FNF stockholders will not know the exact value of the FIS common stock that will be issued in the merger at the time they vote on the merger proposals.


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The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the market price of FIS common stock or FNF common stock to decline.
 
The merger is subject to a number of conditions to closing, including the receipt of approval of the FIS shareholders and FNF stockholders. If any condition to the merger is not satisfied or waived (to the extent waiver is permitted by law or stock exchange rule) the merger will not be completed. In addition, FIS and FNF may terminate the merger agreement under certain circumstances. Among other things, FNF or FIS can terminate the merger agreement if the Leasing merger agreement or the distribution agreement is terminated, and FNF has the right to terminate the latter agreement in its sole discretion. If FIS and FNF do not complete the merger, the market price of FIS common stock or FNF common stock may fluctuate to the extent that the current market prices of those shares reflect a market assumption that the merger will be completed. Further, whether or not the merger is completed, FIS and FNF will also be obligated to pay certain investment banking, financing, legal and accounting fees and related expenses in connection with the merger, which could negatively impact results of operations when incurred. In addition, neither FIS nor FNF would realize any of the expected benefits of having completed the merger. If the merger is not completed, FIS cannot assure its shareholders and FNF cannot assure its stockholders that additional risks will not materialize or not materially adversely affect the business, financial results, financial condition and stock prices of FIS or FNF.
 
If FNF stockholders who receive FIS common stock in the merger sell that stock immediately, it could cause a decline in the market price of FIS common stock.
 
All of the shares of FIS common stock to be issued in the merger are registered with the SEC under the registration statement of which this proxy statement/prospectus is a part, and therefore will be immediately available for resale in the public market, except with respect to shares issued in the merger to certain affiliates (as that term is defined in Rule 405 of the Securities Act). The number of shares of FIS common stock to be issued to FNF stockholders in connection with the merger and immediately available for resale will be substantial compared to the number of shares of FIS common stock currently in the public market. FNF stockholders who are not affiliates of FIS or FNF may elect to sell the FIS shares they receive immediately after the merger. Affiliates may immediately resell the FIS shares they receive under Rule 144 of the Securities Act under certain conditions, one of which limits the amount of shares to the greater of 1% of the outstanding shares or the average weekly volume of trading of FIS stock for the four weeks prior to their proposed sale. As a result of future sales of such common stock, or the perception that these sales could occur, the market price of FIS common stock may decline and could decline significantly before or at the time the merger is completed, or immediately thereafter. If this occurs, or if other holders of FIS common stock sell significant amounts of FIS common stock immediately after the merger is completed, it is likely that these sales would cause a decline in the market price of FIS common stock.
 
If the spin-off does not constitute a tax-free spin-off under Section 355 of the Code or the merger does not constitute a tax-free reorganization under Section 368(a) of the Code, either as a result of actions taken in connection with the spin-off or the merger or as a result of subsequent acquisitions of stock of FNF or stock of FIS, then FNF, FIS and/or FNF stockholders may be responsible for payment of income taxes.
 
The spin-off is conditioned upon the receipt by FNF of a ruling from the IRS and an opinion of Deloitte Tax LLP, special tax advisor to FNF, together to the effect that the spin-off will be tax free to both FNF and to the stockholders of FNF under Section 355 and related provisions of the Code. The merger is conditioned, among other things, upon FNF’s receipt of a ruling from the IRS, or FNF’s obtaining an opinion from Deloitte Tax LLP and FIS’s obtaining an opinion from Weil, Gotshal & Manges LLP, to the effect that the merger will be treated as a tax-free reorganization within the meaning of Section 368(a) of the Code. Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any respect, then the ruling may not be relied upon. Any opinions will be based on, among other things, certain assumptions and representations as to factual matters made by FNF, FNT and/or FIS, which, if incorrect or inaccurate in any respect, could prevent those opinions from being relied upon. Any opinions will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the opinions.


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If the spin-off were determined to be taxable, FNF estimates the amount of tax on FNF’s distribution of FNT stock could be in the range of $150 million and possibly greater depending on among other things the value of the FNT stock at the time of the spin-off. If the merger were determined to be taxable, FNF estimates the amount of tax on the transfer and retirement of FNF’s stock in FIS in the merger could be in the range of $1 billion and possibly greater depending on among other things the value of FIS’s stock at the time of the merger.
 
The spin-off would become taxable to FNF pursuant to Section 355(e) of the Code if 50% or more of the shares of either FNF common stock (including common stock of FIS, as a successor to FNF) or FNT common stock were acquired, directly or indirectly, as part of a plan or series of related transactions that included the spin-off.
 
Even if the spin-off otherwise qualifies as a spin-off under Section 355 of the Code, the distribution of FNT common stock to the FNF stockholders in connection with the spin-off would not qualify as tax-free to FNF (or its successor after consummation of the merger, FIS) under Section 355(e) of the Code if 50% or more of the stock of FNF (including FIS as a successor to FNF) or FNT is acquired as part of a plan or series of related transactions that includes the spin-off. As a result of the merger, approximately 49% of the stock of FIS would be treated as having been acquired pursuant to a plan that includes the spin-off for purposes of Section 355(e) of the Code.
 
To the extent that the tax-free status of the transactions is lost, FNT will generally indemnify FIS against all tax-related losses as a result of the loss of tax-free status. There is no guaranty that FNT will have financial resources to satisfy any such indemnification obligation. If the tax-free status is lost because of any action taken by FIS or any of its subsidiaries after the time of the spin-off (except for certain actions specifically identified in the tax disaffiliation agreement), FIS will be required to indemnify FNT for all tax-related losses.
 
FIS may be affected by significant restrictions following the merger with respect to certain actions that could jeopardize the tax-free status of the spin-off or the merger. FIS could be adversely affected if it does not achieve the expected accounting treatment for the merger.
 
In order to preserve the tax-free treatment of the spin-off, a tax disaffiliation agreement to be entered into by FNF, FNT and FIS on or prior to the closing date under the merger agreement will restrict FIS, for two years after the spin-off, from taking certain actions within its control that could cause the spin-off to be taxable without first obtaining a consent of certain officers of FNT or obtaining an opinion from a nationally recognized law firm or accounting firm that such action will not cause the spin-off to be taxable to FNF under Section 355(e) of the Code. In general, such actions would include engaging in certain transactions involving (i) the acquisition of FIS stock; or (ii) the issuance of shares of FIS’s stock.
 
Because of these restrictions, FIS may be limited in the amount of stock that it can issue to make acquisitions or raise additional capital in the two years subsequent to the spin-off and the merger.
 
As described elsewhere in this proxy statement/prospectus, FIS believes that the merger is not the type of transaction that would require purchase accounting under U.S. generally accepted accounting principles. If purchase accounting is subsequently determined to be applicable to the merger, FIS’s results of operations and share price may be adversely affected.
 
See “The Merger Agreement — Other Covenants and Agreements — Tax Disaffiliation Agreement” on page 81, “Material United States Federal Income Tax Considerations” beginning on page 70 and “The Merger — Accounting Treatment” on page 68.
 
The issuance of shares under FNF’s stock option plans, which will be assumed by FIS in the merger, will dilute existing holders’ ownership interest in FIS.
 
In connection with the merger, FIS will assume options granted by FNF under FNF’s stock option plans if still outstanding at the time of the merger, subject to adjustments to preserve their in-the-money value. Based on their intrinsic value as of August 31, 2006, these FNF options as adjusted would represent approximately 3.1 million FIS options. Exercise of these options will dilute existing holders’ ownership interest in FIS after the merger.


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If the amendment and restatement of the Amended and Restated Certegy Inc. Stock Incentive Plan is approved by FIS’s shareholders, FIS will be permitted to issue under the plan up to approximately 14,000,000 shares (not including shares previously issued under the plan), which is 4,000,000 more shares than could be issued under the current plan. Additionally, on May 31, 2006 the FIS compensation committee approved grants of up to 1,410,000 options to acquire FIS common stock to be made to certain individuals who will be executive officers and directors of FIS upon consummation of the merger.
 
Risks Related to FIS’s Operations After the Completion of the Merger
 
The anticipated benefits of combining FIS and FNF may not be realized and the transactions may have adverse effects on FIS.
 
FIS and FNF entered into the merger agreement with the expectation that the merger would result in various benefits including, among other things, increasing FIS’s long-term ability to issue stock to fund acquisitions, increasing the long-term ability of FIS to use equity incentives for management, increasing FIS’s trading liquidity by increasing FIS’s traded float and facilitating FIS’s inclusion in additional market indices. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including the possibility that FIS will not be able to find suitable acquisitions or that acquisitions it makes do not increase value for stockholders, or that the increased liquidity does not result in any improvement in the trading price of its common stock.
 
In addition, the transactions under the merger agreement and the distribution agreement may have unexpected adverse effects on FIS. For example, it is possible that some current and potential future customers’ perception of FIS has been favorably influenced by FIS’s affiliation with a large, financially strong parent company. Some customers have required performance guarantees from FNF supporting FIS’s contractual obligations. FIS’s relationships with these current and potential future customers, and FIS’s results of operations, could be adversely affected by the loss of this affiliation with FNF.
 
After the merger, FIS could have conflicts with FNT, and the executive chairman of FIS’s board of directors and other officers and directors could have conflicts of interest due to their relationships with FNT.
 
Conflicts may arise between FNT and its subsidiaries, on the one hand, and FIS and its subsidiaries, on the other, as a result of these companies’ ongoing agreements and the nature of their respective businesses. Among other things, FIS and certain of its subsidiaries are parties to a variety of intercompany agreements with FNT or FNT’s subsidiaries that are expected to continue after the merger. See “The Merger Agreement — Principal Covenants and Agreements — Changes in Related Party Agreements” beginning on page 76 of this proxy statement/prospectus. Certain of FIS’s executive officers and directors will be subject to conflicts of interest with respect to such intercompany agreements and other matters due to their relationships with FNT or its respective subsidiaries.
 
Some of the FNF executive officers and directors who are expected to become executive officers and directors of FIS in connection with the merger own substantial amounts of FNT stock and stock options because of their relationships with FNF and FNT prior to the merger. Such ownership could create or appear to create potential conflicts of interest when directors and officers of FIS are faced with decisions that involve FNT or any of its respective subsidiaries. William P. Foley, II, Alan L. Stinson and Brent B. Bickett will become executive officers of FIS. Each of these individuals beneficially owns shares of FNT common stock.
 
Mr. Foley, who will become FIS’s Executive Chairman in connection with the merger, is currently the Chief Executive Officer and Chairman of the board of directors of FNF and is also Chairman of the board of directors of FNT and will become the Chief Executive Officer of FNT. Mr. Stinson and Mr. Bickett will also become officers of FNT. As an officer and director of these companies, each of these individuals will have obligations to FIS as well as to FNT and will have conflicts of interest with respect to matters potentially or actually involving or affecting FIS or its subsidiaries and FNT or its subsidiaries.


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Matters that could give rise to conflicts between FIS or its subsidiaries and FNT or its subsidiaries include, among other things:
 
  •  FIS’s past and ongoing contractual relationships with FNT and its subsidiaries, including intercompany agreements and other arrangements with respect to the administration of tax matters, employee benefits, indemnification, and other matters;
 
  •  the quality and pricing of services that FIS has agreed to provide to FNT subsidiaries or that those entities have agreed to provide to FIS; and
 
  •  business opportunities arising for either FIS or FNT or their respective subsidiaries, that could be pursued by either FIS or by FNT, or one or more of their respective subsidiaries.
 
After the merger, FIS will seek to manage these potential conflicts through dispute resolution and other provisions of its agreements with FNT and its respective subsidiaries and through oversight by independent members of FIS’s board of directors. However, there can be no assurance that such measures will be effective or that FIS will be able to resolve all potential conflicts with FNT, or that the resolution of any such conflicts will be no less favorable to FIS than if it were dealing with an unaffiliated third party.
 
FIS may lack adequate oversight since the chairman of the board of directors and chief executive officer of FNT will also be the executive chairman of FIS.
 
In connection with the proposed transactions, Mr. Foley will become executive chairman of the board of directors of FIS. Mr. Foley will also be the chairman of the board of directors and chief executive officer of FNT. As an officer and director of each of these companies, he will have obligations to FIS as well as FNT and may have conflicts of time with respect to matters potentially or actually involving or affecting FIS. As executive chairman, it is expected that Mr. Foley will devote no more than one-half of his time to matters relating to FIS. Although FIS already has a full management team, if Mr. Foley’s duties as executive chairman of the board of directors of FIS require more time than he is able to allot, then his oversight of the activities of FIS could be diminished and the effective management of FIS could be adversely affected.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
Some of the information contained in, or incorporated by reference into, this proxy statement/prospectus contains forward-looking statements that involve risks and uncertainties, including those risk and uncertainties described in the section entitled “Risk Factors.” In many cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of these terms and other comparable terminology. Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including those set forth in the section of this proxy statement/prospectus entitled “Risk Factors” or elsewhere in this proxy statement/prospectus or in FIS’s or FNF’s other filings with the SEC, including their annual reports on Form 10-K for the year ended December 31, 2005 filed with the SEC and incorporated by reference in this proxy statement/prospectus. Except as may be required by law, FIS and FNF are not under any obligation (and expressly disclaim any such obligation) to update or alter their forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the possibility that actual results may differ materially from forward-looking statements in this proxy statement/prospectus.


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THE FIS ANNUAL MEETING
 
General
 
This proxy statement/prospectus includes an information statement which is being furnished to shareholders of FIS in connection with the FIS Annual Meeting and at any adjournment of the meeting. In addition, this proxy statement/prospectus is being provided to FNF stockholders as part of a solicitation of proxies by the FNF board of directors for use at the FNF Annual Meeting and at any adjournment thereof. FIS’s board of directors is not soliciting proxies from the FIS shareholders in connection with the FIS Annual Meeting on account of the fact that a quorum will be present by virtue of FNF’s 51.3% interest in the outstanding shares of FIS.
 
FNF and its subsidiaries currently own 97,646,500 shares of FIS, representing ownership of approximately 51.3% of the capital stock of FIS. FNF intends to vote all of its FIS shares (and to cause its subsidiaries to vote all of their FIS shares) in connection with the proposals submitted for the vote of FIS shareholders at the FIS Annual Meeting, provided that, with respect to the adoption of the merger agreement, FNF receives the requisite affirmative vote of its stockholders at the FNF Annual Meeting. As a result, the vote by FNF alone will suffice for the requisite minimum number of votes necessary with respect to each of the proposals at the FIS Annual Meeting.
 
Notwithstanding FNF’s vote of its controlling interest in FIS, the other shareholders of FIS are invited to attend the FIS Annual Meeting, at which they will have the opportunity to vote. FIS shareholders should be aware that they are not entitled to assert dissenters’ rights of appraisal with respect to their FIS shares.
 
FIS’s board of directors has approved the merger and the nomination of the directors for election at the FIS Annual Meeting, and has confirmed the FIS audit committee’s retention of the independent auditors for fiscal year 2006. The board of directors’ recommendation to shareholders with respect to the issuance of shares of FIS common stock pursuant to the merger agreement, the amendment of the Amended and Restated Certegy Inc. Stock Incentive Plan, the approval of the FIS Employee Stock Purchase Plan, the approval of the FIS Annual Incentive Plan, the election of directors and the ratification of the appointment of FIS’s independent registered public accounting firm for its fiscal year ending December 31, 2006 are specifically indicated in each of the proposals discussed below.
 
Date, Time and Place of the FIS Annual Meeting
 
The 2006 FIS Annual Meeting will be held on October 23, 2006, at 10:00 a.m., local time, in the Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, Florida 32204.
 
Purposes of the FIS Annual Meeting
 
At the meeting, shareholders will vote upon the following proposals:
 
  •  To approve the issuance of shares of FIS common stock to the stockholders of FNF pursuant to the Agreement and Plan of Merger, dated as of June 25, 2006, as amended and restated as of September 18, 2006, between FIS and FNF, which agreement provides for the merger of FNF with and into FIS with FIS being the surviving corporation;
 
  •  To approve the Amended and Restated Certegy Inc. Stock Incentive Plan, which will, among other things, increase the total number of shares of common stock available for issuance under the current stock incentive plan by an additional 4,000,000 shares and increase the limits on the number of individual awards that may be granted to any individual under the plan;
 
  •  To approve the FIS Employee Stock Purchase Plan;
 
  •  To approve the FIS Annual Incentive Plan;
 
  •  To elect four Class I directors to serve until the 2009 FIS Annual Meeting of shareholders;
 
  •  To ratify the appointment of KPMG LLP as FIS’s independent registered public accounting firm for its fiscal year ending December 31, 2006; and
 
  •  To transact such other business as may properly be brought before the FIS Annual Meeting.


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Record Date; Shares Entitled to Vote; Outstanding Shares
 
The record date for the FIS Annual Meeting was September 11, 2006. This means that you must have been a shareholder of record of FIS common stock at the close of business on that date in order to vote at the FIS Annual Meeting. You are entitled to one vote for each share of FIS common stock you own on the record date. On FIS’s record date, FIS had 190,412,587 shares of FIS common stock outstanding.
 
Quorum and Voting Rights
 
Proxies are not being solicited from the shareholders of FIS with respect to the FIS Annual Meeting. FNF’s ownership of a majority of the outstanding common shares of FIS establishes the presence of a quorum at the meeting. Approval of Proposal 1 relating to the issuance of shares of FIS common stock pursuant to the merger agreement requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 2 relating to the amendment of the Amended and Restated Certegy Inc. Stock Incentive Plan requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 3 relating to the approval of the FIS Employee Stock Purchase Plan requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 4 relating to the approval of the FIS Annual Incentive Plan requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting, approval of Proposal 5 relating to the election of directors requires an affirmative vote of a plurality of the votes cast at the FIS Annual Meeting, and approval of Proposal 6 relating to ratification of FIS’s independent auditors as well as any other proposal that may be properly presented at the FIS Annual Meeting requires an affirmative vote of a majority of the votes cast at the FIS Annual Meeting. FNF intends to vote its FIS shares in connection with each of the proposals which alone will suffice for the requisite minimum number of shares necessary with respect to each of the proposals.
 
ITEM 1 — THE ISSUANCE OF SHARES OF FIS COMMON STOCK PURSUANT TO THE MERGER AGREEMENT
 
As discussed elsewhere in this proxy statement/prospectus, FIS shareholders are being asked to vote upon a proposal to approve the issuance of shares of FIS common stock to the stockholders of FNF pursuant to the merger agreement. You are urged to read the merger agreement, which is attached to this proxy statement/prospectus as Annex A.
 
The FIS board of directors recommends that FIS shareholders vote FOR the issuance of FIS common stock pursuant to the merger agreement.
 
ITEM 2 — AMENDMENT OF AMENDED AND RESTATED CERTEGY INC. STOCK INCENTIVE PLAN
 
As discussed elsewhere in this proxy statement/prospectus, FIS shareholders are being asked to vote to approve the amendment of the Amended and Restated Certegy Inc. Stock Incentive Plan, which amendment will, among other things, increase the total number of shares of common stock available for issuance under the current stock incentive plan by an additional 4,000,000 shares and increase the limits on the number of individual awards that may be granted to any individual under the plan. You are also urged to read the Amended and Restated Certegy Inc. Stock Incentive Plan, which is attached to this proxy statement/prospectus as Annex B.
 
The FIS board of directors recommends that FIS shareholders vote FOR the amendment to the Amended and Restated Certegy Inc. Stock Incentive Plan.
 
ITEM 3 — APPROVE THE FIS EMPLOYEE STOCK PURCHASE PLAN
 
As discussed elsewhere in this proxy statement/prospectus, FIS shareholders are being asked to vote to approve the FIS Employee Stock Purchase Plan. You are also urged to read the FIS Employee Stock Purchase Plan, which is attached to this proxy statement/prospectus as Annex C.
 
The FIS board of directors recommends that FIS shareholders vote FOR the approval of the FIS Employee Stock Purchase Plan.


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ITEM 4 — APPROVE THE FIS ANNUAL INCENTIVE PLAN
 
As discussed elsewhere in this proxy statement/prospectus, FIS shareholders are being asked to vote to approve the FIS Annual Incentive Plan. You are also urged to read the FIS Annual Incentive Plan, which is attached to this proxy statement/prospectus as Annex D.
 
The FIS board of directors recommends that FIS shareholders vote FOR the approval of the FIS Annual Incentive Plan.
 
ITEM 5 — APPROVE ELECTION OF DIRECTORS
 
As discussed elsewhere in this proxy statement/prospectus, FIS shareholders are being asked to vote in favor of the election of four Class I directors to serve until the 2009 FIS Annual Meeting of shareholders. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the election of directors.
 
The FIS board of directors recommends that FIS shareholders vote FOR the election of all 4 nominees.
 
ITEM 6 — APPROVE RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
 
As discussed elsewhere in this proxy statement/prospectus, FIS shareholders are being asked to vote in favor of the ratification of the appointment of KPMG LLP as FIS’s independent registered public accounting firm for its fiscal year ending December 31, 2006.
 
The FIS board of directors recommends that FIS shareholders vote FOR the ratification of KPMG LLP as FIS’s independent registered public accountants for fiscal 2006.
 
Voting by FIS’s Directors and Executive Officers
 
As of the record date for the FIS Annual Meeting, FNF’s directors and executive officers had the right to vote approximately 0.33 million shares of the then outstanding FIS common stock at the FIS Annual Meeting. As of the record date for the FIS Annual Meeting, these shares represented less than 0.1% of the FIS common stock outstanding and entitled to vote at the meeting.
 
Voting at the Meeting
 
As proxies are not being solicited, all voting will be done in person at the FIS Annual Meeting. Ballots will be available to all shareholders in attendance at the meeting provided that, with respect to shareholders whose FIS shares are held in “street name,” those shareholders must present appropriate proof of beneficial ownership of their FIS shares upon entrance to the meeting in order to be able to vote their shares at the meeting.
 
Other Voting Matters
 
Electronic Access to Proxy Materials
 
This proxy statement/prospectus is available on the SEC’s Internet site at www.sec.gov or on FIS’s Internet site at www.fidelityinfoservices.com.


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THE FNF ANNUAL MEETING
 
General
 
This proxy statement/prospectus is being provided to FNF stockholders as part of a solicitation of proxies by the FNF board of directors for use at the FNF Annual Meeting and at any adjournment thereof. This proxy statement/prospectus provides FNF stockholders with the information they need to know to be able to vote or instruct their votes to be cast at the FNF Annual Meeting.
 
Date, Time and Place of the FNF Annual Meeting
 
The FNF Annual Meeting will be held on October 23, 2006, at 9:00 a.m., local time, in the Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, Florida 32204.
 
Purposes of the FNF Annual Meeting
 
At the FNF Annual Meeting, FNF stockholders will vote upon the following proposals:
 
  •  To adopt the Agreement and Plan of Merger, dated June 25, 2006 as amended and restated as of September 18, 2006 and approve the merger provided for therein, pursuant to which FNF will be merged with and into FIS, with FIS being the surviving corporation.
 
  •  Election of two directors to serve until the 2009 FNF Annual Meeting.
 
  •  Ratification of the appointment of KPMG LLP as FNF’s independent registered public accounting firm for its fiscal year ending December 31, 2006.
 
  •  Any other matters as may properly come before the meeting and any adjournment or postponement of the meeting.
 
If the proposal relating to the adoption of the merger agreement and approval of the merger receives the requisite number of affirmative votes, it is expected that the merger would be consummated shortly after the satisfaction or waiver of the other conditions to the consummation of the merger. In that event, and if the proposal relating to the election of directors receives the requisite number of affirmative votes, the newly elected directors would serve only until such time as the merger is consummated due to the fact that upon the consummation of the merger, FNF will cease to exist as a separate entity.
 
Record Date; Shares Entitled to Vote; Outstanding Shares
 
The record date for the meeting for FNF stockholders was September 11, 2006. This means that you must have been a holder of record of FNF’s common stock at the close of business on that date in order to vote at the FNF Annual Meeting. You are entitled to one vote for each share of FNF common stock you own. On FNF’s record date, 176,603,760 shares of FNF common stock were issued and outstanding.
 
A complete list of FNF stockholders entitled to vote at the FNF Annual Meeting will be available for inspection at the executive offices of FNF during regular business hours for at least five business days before the annual meeting.
 
Quorum and Voting Rights
 
A quorum of stockholders is necessary to hold a valid annual meeting of FNF. A majority of all outstanding shares of FNF entitled to vote and present, in person or by proxy, at the annual meeting constitutes a quorum. All shares of FNF common stock represented at the annual meeting, including abstentions and broker non-votes, will be counted for purposes of determining whether a quorum is present. Once a share is represented for any purpose at the


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FNF Annual Meeting, it will be deemed present for quorum purposes for the remainder of the meeting (including any meeting resulting from an adjournment of the annual meeting).
 
The adoption of the merger agreement and approval of the merger require the affirmative vote of a majority of the outstanding shares of FNF common stock entitled to vote at the FNF Annual Meeting.
 
For a discussion of how broker non-votes and abstentions will affect the outcome of the vote on these proposals, see “— Voting; Proxies — Voting Shares Held in Street Name” beginning on page 40 and “ — Voting; Proxies — Abstaining from Voting” beginning on page 40.
 
ITEM 1 — THE MERGER
 
As discussed elsewhere in this proxy statement/prospectus, FNF stockholders are being asked to adopt the merger agreement and approve the merger, pursuant to which FNF will be merged with and into FIS, with FIS being the surviving corporation. You should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement and the merger. In particular, you are directed to the merger agreement, which is attached to this proxy statement/prospectus as Annex A.  
 
The FNF board of directors recommends that FNF stockholders vote FOR the adoption of the merger agreement and approval of the merger and your proxy will be so voted unless you specify otherwise.
 
ITEM 2 — APPROVE ELECTION OF DIRECTORS
 
As discussed elsewhere in this proxy statement/prospectus, FNF stockholders are being asked to vote upon the election of two directors to serve until the 2009 FNF Annual Meeting. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the election of directors.
 
The FNF board of directors recommends that FNF stockholders vote FOR the election of both nominees.
 
ITEM 3 — APPROVE RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
 
As discussed elsewhere in this proxy statement/prospectus, FNF stockholders are being asked to vote upon the ratification of the appointment of KPMG LLP as FNF’s independent registered public accounting firm for its fiscal year ending December 31, 2006.
 
The FNF board of directors recommends that FNF stockholders vote FOR the ratification of KPMG LLP as FNF’s independent registered public accountants for fiscal 2006.
 
ITEM 4 — APPROVE ADJOURNMENTS OF THE ANNUAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES
 
FNF stockholders may be asked to vote on a proposal to adjourn the annual meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the above proposal. See the discussion regarding adjournments below in “ — Adjournments” beginning on page 42.
 
The FNF board of directors recommends that FNF stockholders vote FOR the proposal to adjourn, if necessary, the FNF Annual Meeting.
 
Voting by FNF’s Directors and Executive Officers
 
As of the record date for the FNF Annual Meeting, FNF’s directors and executive officers had the right to vote approximately 6.27 million shares of the then outstanding FNF common stock at the FNF Annual Meeting. As of the record date for the FNF Annual Meeting, these shares represented less than 3.6% of the FNF common stock outstanding and entitled to vote at the meeting.


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Voting; Proxies
 
You may vote in person at the FNF Annual Meeting or by proxy. We recommend you vote by proxy even if you plan to attend the FNF Annual Meeting. If you vote by proxy, you may change your vote if you attend the annual meeting. If you own FNF common stock in your own name, you are an “owner of record.” This means that you may use the enclosed proxy card(s) to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card(s), or vote by telephone or over the Internet, your proxy will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting that have been properly voted (whether by Internet, telephone or mail) and not revoked. If you sign and return your proxy card(s) but do not mark your card(s) to tell the proxies how to vote your shares on each proposal, your proxy will be voted FOR each of the proposals presented.
 
If your FNF shares are held in “street name” through a broker, bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee. Also, see “ — Voting Shares Held in Street Name” below.
 
Voting Shares Held in Street Name
 
Generally, a broker, bank or other nominee may only vote the common stock that it holds in “street name” for you in accordance with your instructions. However, if your broker has not received your instructions, your broker has the discretion to vote on certain matters that are considered routine.
 
If you wish to vote on the proposal to adopt the merger agreement and approve the merger, you must provide instructions to your broker. If you do not provide your broker with instructions, your broker will not be authorized to vote on the proposal to adopt the merger agreement and approve the merger. This broker non-vote will have the same effect as a vote against the proposal.
 
If you wish to vote on the proposal to approve adjournments of the FNF Annual Meeting, you should provide instructions to your broker. If you do not provide instructions to your broker, your broker will not be authorized to vote on any proposal to adjourn the annual meeting solely relating to the solicitation of proxies to adopt the merger agreement and approve the merger.
 
Abstaining from Voting
 
Your abstention from voting will have the same effect as a vote against the proposals summarized above.
 
How to Vote
 
You have three voting options:
 
  •  InternetYou can vote over the Internet at the Internet address shown on your proxy card(s). Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s).
 
  •  TelephoneYou can vote by telephone by calling the toll-free number on your proxy card(s). Telephone voting is available 24 hours a day. An easy-to-follow voice prompt allows you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, do not return your proxy card(s).
 
  •  MailYou can vote by mail by simply signing, dating and mailing your proxy card(s) in the postage-paid envelope included with this proxy statement/prospectus.
 
A number of brokerage firms and banks participate in a program that also permits stockholders whose shares are held in “street name” to direct their vote over the Internet or by telephone. This option, if available, will be reflected in the voting instructions from the brokerage firm or bank that accompany this proxy statement/prospectus. If your shares are held in an account at a brokerage firm or bank that participates in such a program, you may direct the vote of these shares by the Internet or telephone by following the voting instructions enclosed


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with the proxy form from the brokerage firm or bank. Directing the voting of your shares will not affect your right to vote in person if you decide to attend the FNF Annual Meeting; however, you must first obtain a signed and properly executed legal proxy from your broker, bank or other nominee to vote your shares held in “street name” at the annual meeting. Requesting a legal proxy will automatically cancel any voting directions you have previously given to your broker, bank or other nominee by the Internet or by telephone with respect to your shares.
 
Revoking Your Proxy
 
You can revoke your proxy at any time before its exercise by:
 
  •  sending a written notice to the Corporate Secretary of FNF, at 601 Riverside Avenue, Jacksonville, Florida 32204, bearing a date later than the date of the proxy, that is received prior to the FNF Annual Meeting and states that you revoke your proxy;
 
  •  voting again over the Internet or by telephone;
 
  •  signing another proxy card(s) bearing a later date and mailing it so that it is received prior to the annual meeting; or
 
  •  attending the annual meeting and voting in person, although attendance at the annual meeting will not, by itself, revoke a proxy.
 
If your shares are held in “street name,” you will need to contact your broker, bank or other nominee to revoke your proxy.
 
Other Voting Matters
 
Voting in Person
 
If you plan to attend the FNF Annual Meeting and wish to vote in person, we will give you a ballot at the annual meeting. However, if your shares are held in “street name,” you must first obtain a legal proxy authorizing you to vote the shares in person, which you must bring with you to the annual meeting.
 
Electronic Access to Proxy Materials
 
This proxy statement/prospectus is available on the SEC’s Internet site at www.sec.gov or on FNF’s Internet site at www.fnf.com.
 
Proxy Solicitations
 
FNF is soliciting proxies for the FNF Annual Meeting from FNF stockholders. FNF will bear the entire cost of soliciting proxies from FNF stockholders, except that FIS and FNF will share equally the expenses incurred in connection with the filing of the registration statement of which this proxy statement/prospectus forms a part with the SEC and the printing and mailing of this proxy statement/prospectus. In addition to this mailing, FNF’s directors, officers and employees (who will not receive any additional compensation for their services) may solicit proxies personally, electronically or by telephone. FNF and its proxy solicitor will also request that banks, brokerage houses and other custodians, nominees and fiduciaries send proxy materials to the beneficial owners of FNF common stock and will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in doing so. The extent to which these proxy-soliciting efforts will be necessary depends upon how promptly proxies are submitted. You should promptly vote by telephone or over the Internet or submit your completed proxy card(s) by mail.
 
FNF Stockholders should not submit any stock certificates with their proxy card(s).


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Adjournments
 
If a quorum is not present at the FNF Annual Meeting, the chairman of the meeting will have the authority to adjourn the annual meeting to solicit additional proxies without the approval of stockholders. If a quorum is present at the FNF Annual Meeting but there are not sufficient votes at the time of the annual meeting to approve all of the other proposals, holders of FNF common stock may also be asked to vote on a proposal to approve the adjournment of the annual meeting to permit further solicitation of proxies. Approval by a majority of the votes cast on the proposal to adjourn the meeting will be required. In addition, if the new date, time or place of the new meeting is not given at the adjourned meeting or if after the adjournment a new record date is fixed for an adjourned meeting, which it must be if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting, notice of the adjourned meeting must be given to each shareholder of record entitled to vote at such annual meeting.
 
Assistance
 
If you need assistance in completing your proxy card(s) or have questions regarding FNF’s Annual Meeting, please contact Morrow & Co. at (800) 662-5200, or write to Morrow & Co. at 470 West Avenue, Stamford, CT 06902.


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THE MERGER
 
The following discussion contains material information pertaining to the merger. This discussion is subject and qualified in its entirety by reference to the merger agreement and the related documents attached as annexes to this proxy statement/prospectus. We urge you to read the entirety of those documents as well as the discussion in this proxy statement/prospectus.
 
Structure of the Merger
 
FIS and FNF have reached an agreement for FNF to merge with and into FIS. Upon completion of the merger, the separate corporate existence of FNF will cease and FIS will continue as the surviving corporation. At the same time that it entered into the merger agreement with FIS, FNF entered into the distribution agreement with FNT, under which FNF has agreed to transfer its interests in certain companies and certain other assets and liabilities to FNT in exchange for shares of FNT Class A common stock and the assumption by FNT of certain liabilities of FNT (as provided in the distribution agreement) prior to the merger of FNF into FIS. Following the contribution of assets by FNF to FNT, FNF will convert all of its shares of FNT Class B common stock into shares of FNT Class A common stock. Immediately thereafter, FNF will distribute the converted shares, together with the shares of FNT Class A common stock transferred to FNF by FNT, to the holders of the outstanding capital stock of FNF. We refer to this distribution as the spin-off. Upon completion of the spin-off, FNF will have no assets other than its ownership of FIS common stock, its ownership of FNF Leasing (which, subject to satisfaction of the conditions in the Leasing merger agreement, will merge with and into a subsidiary of FIS shortly after the spin-off) and its rights under certain agreements entered into pursuant to the distribution agreement. Prior to the effective time of the merger, FIS will amend and restate the Amended and Restated Certegy Inc. Stock Incentive Plan to increase the total number of shares available by an additional 4,000,000 shares. It is contemplated that the merger would be completed twelve business days, approximately two weeks, following the spin-off.
 
The boards of directors of FIS and FNF both believe that the merger will provide benefits to their respective shareholders and stockholders and that the merger will be in the best interests of their respective companies, shareholders and stockholders. To review the reasons for the merger in greater detail, see “The Merger — FIS’s Reasons for the Merger and Recommendation of FIS’s board of directors” beginning on page 51 and “The Merger — FNF’s Reasons for the Merger and Recommendation of FNF’s board of directors” beginning on page 52.
 
We urge you to read carefully the entire merger agreement attached to this proxy statement/prospectus as Annex A because it sets forth the terms of and is the principal legal document governing the merger.
 
Background of the Merger
 
FNF completed the formation of Old FIS and contributed assets to it in early 2005 in connection with the sale of a 25% interest in Old FIS to a group of private equity investors led by Thomas H. Lee Partners and Texas Pacific Group. The principal businesses contributed were FNF’s bank core processing and mortgage processing business, its lender services businesses and its real estate information businesses. In February 2006, Old FIS merged into a subsidiary of Certegy in a transaction in which FNF and the private equity investors received an aggregate of 67.4% of the common stock of Certegy. Certegy was renamed Fidelity National Information Services, Inc. Prior to the merger of Old FIS and Certegy, FNF distributed a minority interest in FNT, the holding company for FNF’s title insurance operations, to the stockholders of FNF in a taxable distribution. This distribution resulted in FNT becoming publicly traded on the NYSE.
 
Following the Certegy merger and the establishment of public markets for FNT common stock and FIS common stock, FNF management perceived that the public market price for FNF common stock was not adequately reflecting the aggregate fair value of FNF’s businesses, including FNF’s majority stakes in both FNT and FIS. FNF believed that one possible factor contributing to this discount, among others, was FNF’s requirement that, for so long as FNF retained significant ownership positions in FNT and FIS, FNF maintain a majority ownership position in each company in order to consolidate financial results within FNF for accounting purposes, which limited the ability of each of FNT and FIS to use its common stock as currency for acquisitions.


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By early April 2006, senior management of FNF had concluded that the public markets had discounted the value of FNF stock in relation to the aggregate fair value of FNF’s parts. FNF and senior management began discussing the potential inefficiencies in FNF’s holding company structure and how the market valuation of FNF’s assets might be maximized in a corporate restructuring. Senior management recognized a number of factors in its decision to investigate the possibility of a restructuring transaction, including that:
 
  •  FNF’s majority ownership of FIS and FNT may limit the public float, the number of eligible stockholders, the trading liquidity and, therefore, the market value of FIS and FNT common stock; and
 
  •  FNF’s need to maintain its majority ownership positions in FIS and FNT may limit the ability of each of FIS and FNT to use its common stock as currency for acquisitions and, therefore, may constrain FIS and FNT from pursuing attractive acquisition opportunities.
 
Senior management also recognized the possibility that eliminating the FNF holding company structure and making FIS and FNT independent companies would simplify the profile of the FNF family of companies, eliminate the discount surrounding FNF common stock, provide more valuable currencies for future acquisitions for both FIS and FNT and more fully realize the underlying value of FIS and all of the assets of FNF.
 
Accordingly, senior management of FNF, in consultation with Bear Stearns & Co. Inc., began studying potential transactions that might mitigate or eliminate the perceived structural inefficiencies described above. FNF believed that any such transaction would have to be subject to at least two constraints: (i) that it not cause a taxable transaction for FNF or its stockholders and (ii) that it not trigger purchase accounting rules that would require FNT or FIS (or a successor company in any transaction) to recognize significant goodwill in connection with any sale or transfer of assets.
 
At the regular quarterly meeting of the FNF board of directors on April 26, 2006, senior management proposed to the FNF board of directors a plan for a three-step transaction that would result in FIS and FNT becoming independent entities held entirely by public stockholders. In the first step, FNF would transfer its specialty insurance businesses, its interest in Sedgwick CMS Holdings, Inc. and certain other assets to FNT in exchange for stock of FNT. In the second step, FNF would spin off its entire ownership of FNT to FNF stockholders in a tax-free distribution, effectively leaving FNF with its ownership in FIS as its only asset. In the third step, FNF would merge with FIS and stockholders of FNF would receive shares of FIS common stock in a tax-free transaction, thus making FIS independent of FNF ownership. The FNF board of directors approved pursuing these transactions, subject to further analysis of the value of the proposed transactions to FNF and its stockholders and evaluation and negotiation of the transactions by the special committee of the FNF board of directors established at the same meeting, as discussed below. In authorizing the pursuit of this plan, the FNF board of directors considered, among other things, the potential for the proposed transactions to eliminate or mitigate the holding company discount to the FNF stock price, discussed above, the need for FNT and FIS to pursue their own independent business and acquisition strategies and the projected impact of the transactions on FNT and FIS common stock valuations.
 
At the April 26, 2006 meeting, the FNF board of directors did not set or propose any definitive financial terms for either the asset sale to FNT or the merger with FIS. As part of the public announcement of the proposed plan, FNF did indicate that it expected to propose a total consideration range of $1.0 billion to $1.25 billion for the assets to be transferred to FNT. FNF also indicated that the conversion ratio of FIS common stock for FNF common stock would be based on a number of factors, including the market value of FIS, FNF’s controlling ownership position in FIS, the potential benefit of the increased float of FIS for FIS shareholders and the ability of FIS, after the proposed merger with FNF, to issue stock for acquisitions without the risk of affecting FNF’s majority ownership position.
 
At the April 26, 2006 meeting, the FNF board of directors authorized the creation of a special committee of disinterested directors, which we refer to as the FNF special committee, consisting of Richard N. Massey and Douglas K. Ammerman, with Mr. Massey serving as chairman. The FNF special committee was authorized to, among other things, negotiate the terms and conditions of any proposed sale of assets of FNF to FNT and/or a spin-off of FNT common stock to the holders of FNF common stock, negotiate the terms and conditions of any proposed merger of FNF with and into FIS, provide a recommendation to the FNF board of directors as to whether such transactions with FNT and FIS should be pursued by FNF, and retain counsel and financial advisors selected by the FNF special committee.


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On April 26, 2006, subsequent to the FNF board of directors meeting, the FNF special committee had its initial meeting, at which the FNF special committee discussed the proposed transaction in general terms and the retention of its independent financial advisor and legal counsel. The FNF special committee retained Bear Stearns & Co. Inc., which we refer to as Bear Stearns, as its independent financial advisor and requested that Bear Stearns independently consider and evaluate the proposed transactions and any strategic alternatives available to FNF. The FNF special committee also retained Sullivan & Cromwell LLP, which we refer to as Sullivan & Cromwell, as its legal counsel. LeBoeuf, Lamb, Greene & MacRae LLP, which we refer to as LeBoeuf, acted as legal counsel to FNF in connection with the proposed transactions.
 
At a meeting of the board of directors of FIS on April 26, 2006, Mr. Foley described to the board of directors the restructuring that FNF was considering proposing to FIS. The FIS board of directors then voted to establish a committee of disinterested directors, consisting of James K. Hunt, Keith W. Hughes and David K. Hunt, with James K. Hunt serving as chairman. The FIS special committee was authorized to (i) review, evaluate, respond to and negotiate the terms and conditions of any proposal that FNF might make for such a transaction, (ii) provide a recommendation to the board of directors as to whether such a transaction should be pursued by FIS and if so, as to whether a particular transaction is fair to and in the best interests of the public shareholders of FIS and (iii) retain counsel and financial advisors selected by the FIS special committee. The FIS special committee hired Weil, Gotshal & Manges LLP, which we refer to as Weil, as its legal counsel and Stephens, Inc., which we refer to as Stephens, as its financial advisor.
 
On May 3, 2006, management of FNF, FIS and FNT convened an organizational meeting for pursuit of the proposed transactions and hosted due diligence sessions for the benefit of the financial and legal advisors to the FNF, FIS and FNT special committees. Following this meeting, Sullivan & Cromwell continued reviewing certain material contracts and other documents as part of its legal due diligence effort.
 
On May 5, 2006, the FIS special committee met telephonically with Weil and Stephens. Stephens presented information regarding the business of FIS and the potential implications of the transaction on FIS. The FIS special committee discussed with Weil the threshold legal and tax ramifications of the proposed transaction and the process. Following this meeting, Weil began reviewing certain material contracts and other documents of FIS as part of its legal due diligence effort.
 
Between May 5 and May 17, 2006, the FNF special committee held several telephonic meetings with its legal and financial advisors to discuss the prospective financial and other terms of the FNT asset sale and FIS merger to be proposed to FNT and FIS.
 
On May 17, 2006, the FNF special committee sent term sheets developed with the assistance of LeBoeuf and Sullivan & Cromwell to the chairmen of the FNT and FIS special committees, containing FNF’s proposed terms for the FNT asset sale and spin-off and the FIS merger transactions, respectively. The proposal to FNT contemplated that consideration to FNF for the asset contribution would be in the form of FNT common stock having an aggregate value, based on an average market price prior to agreement on the transactions, of $1.25 billion. The term sheet delivered to the FIS special committee generally described the form of the proposed transaction between FNF and FIS and the proposed material terms of the transaction documentation. The proposal to FIS contemplated a merger in which FNF would merge with and into FIS, on the basis of a conversion ratio of FIS common stock for FNF common stock that would be based upon an exchange ratio of 1.05 shares of FIS common stock for each share of FIS common stock then owned by FNF, which we refer to as the exchange ratio. The term sheets also contemplated that all FNF stock options held by employees of FIS would be converted into FIS stock options, all FNF stock options held by employees of FNT would be replaced with FNT stock options, and all FNF stock options held by employees designated by the FNF board of directors as being dual service employees, that is, employees of both FIS and FNT, would be converted into or replaced with a combination of FIS stock options and FNT stock options. The proposed transaction would be conditioned upon the consummation of the spin-off.
 
Beginning on May 17, 2006, Mr. Massey, the chairman of the FNF special committee, engaged in direct discussions about the merger with James K. Hunt, the chairman of the FIS special committee. Mr. Hunt proposed an exchange ratio for the merger that would entitle FNF stockholders to an aggregate of exactly that number of FIS shares of common stock held by FNF immediately prior to the completion of the merger or a one-to-one exchange


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ratio. No exchange ratio was agreed at such time, pending further discussion of other terms and conditions of the merger transaction.
 
On May 18, 2006, in a telephonic meeting between the FIS special committee and its legal and financial advisors, the FIS special committee discussed the progress made on the transaction and the terms of a term sheet received from FNF on May 17, 2006, as described above. The FIS special committee did not accept the proposed economic terms of the proposed transaction with FNF at this meeting. Weil also identified in more detail the potential tax and accounting issues that the FIS special committee would need to address to their satisfaction prior to entering into definitive agreements with FNF. FIS’s legal and financial advisors continued their due diligence efforts.
 
On May 22, 2006, the FIS special committee met telephonically with its legal and financial advisors as well as Lee Kennedy, President and Chief Executive Officer of FIS, and Jeffrey Carbiener, Chief Financial Officer of FIS. Mr. Kennedy described the market reaction to the proposed transaction with FNF. Mr. Kennedy also presented his view of the strategic advantages to FIS of the transaction. The FIS special committee also discussed the proposed role of the FNF management team in FIS, the assumption of equity compensation and the status of repurchases of FIS common stock. FIS’s legal and financial advisors continued their due diligence efforts.
 
On May 29, 2006, in a telephonic meeting with its legal and financial advisors, the FIS special committee discussed the matters to be discussed with the FNF special committee at a joint telephonic meeting scheduled for May 30, 2006, including the term sheet received from FNF on May 26, 2006. The term sheet again contemplated an exchange ratio equal to 1.05 shares of FIS common stock for each share of FIS common stock held by FNF, conversion of all FNF stock options held by FIS employees into FIS stock options, replacement of all FNF stock options held by FNT employees with FNT stock options and replacement or conversion of all FNF stock options held by dual service employees with or into a combination of FNT stock options and FIS stock options.
 
On May 30, 2006, in a joint telephonic meeting, the FIS special committee and the FNF special committee discussed with their legal and financial advisors the structure and status of the proposed transaction, including the assumption of FNF options by FIS and the proposed compensation arrangements for senior executives. The FIS special committee and the FNF special committee also discussed the timing and process of the transaction and the progress being made with legal documentation. The desire for a tax ruling from the Internal Revenue Service was discussed between the parties, as well as the status of the ruling request. The FIS special committee and the FNF special committee then discussed other matters concerning the transaction, including the proposed exchange ratio and expected timing of the announcement of the transaction. No agreement was reached between FNF and FIS at this meeting with respect to the key economic terms of the proposed transaction. Following this meeting, discussions continued among legal counsel for FNF, the FNF special committee, the FIS special committee and the FNT special committee regarding the terms of the proposed merger agreement, the agreement governing the asset sale to FNT and the spin-off and related agreements. In addition, the respective parties’ financial advisors continued to work on valuation matters.
 
On June 1, 2006, LeBoeuf provided to the FIS and FNF special committees and their legal counsel the initial draft of the original merger agreement pertaining to the proposed transaction between FNF and FIS.
 
On June 2, 2006, the FIS special committee had a telephonic meeting with its legal and financial advisors to discuss the status and structure of the proposed transaction. The FIS special committee discussed matters pertaining to the tax ruling request and the proposed form of employment agreement for certain senior executives of FNF, who following the consummation of the transactions, would be employees of both FIS and FNT, including Mr. Foley.
 
On June 7, 2006, the FIS special committee met in New York at the offices of Weil with its legal and financial advisors as well as Mr. Kennedy, to discuss the status of the transaction and material open matters. Participants at the meeting discussed the most recent comments on the original merger agreement and answered the FIS special committee’s questions about the comments. Weil discussed the tax ruling process relating to the transaction, and addressed the questions of the FIS special committee relating to potential tax effects of the transaction. The FIS special committee discussed potential liabilities to be incurred by FIS resulting from the transaction and the limitations on FIS in using its capital stock as consideration in acquisitions following the proposed transaction. Mr. Kennedy and the FIS special committee also discussed the status of FIS’s intercompany agreements with FNF


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and other FNF subsidiaries and how such agreements would be impacted by the transaction. Mr. Kennedy reiterated his view of the potential benefits of the transaction to FIS. The FIS special committee reviewed with Weil the remaining open issues on the original merger agreement, including the exchange ratio and the conversion of FNF stock options into FIS stock options. Stephens then gave a brief presentation concerning the market analysis of similar transactions and the overall market reaction to the proposed transaction. The FIS special committee discussed the market effects at length and considered what would be the most appropriate exchange ratio for the proposed transaction. During this meeting, the FIS special committee also discussed the potential accounting issues relating generally to the structure of the transaction. Following a review of the remaining open items on the original merger agreement, the FIS special committee then discussed the open compensation matters, including the terms of the proposed employment agreements for FIS executives who will be sharing time between FIS and FNT. The FIS special committee also discussed the acceleration of equity awards, and it was determined that FIS would seek waivers of acceleration for any options granted under the Amended and Restated Certegy Inc. Stock Incentive Plan on February 1, 2006.
 
On June 9, 2006, the FNF special committee held a teleconference meeting with its legal and financial advisors to discuss the status of the transaction and material open matters. Participants at the meeting discussed FIS’s comments on the original merger agreement and the FIS special committee’s proposal of a one-to-one exchange ratio. The FNF special committee discussed such proposal in light of Bear Stearns’ review of similar precedent transactions, previously presented, and the overall market reaction to the proposed transaction, particularly the effects on the FNF and FIS stock prices. The FNF special committee also discussed the tax ruling request relating to the transaction and considered the limitations that would be imposed on FIS in using its capital stock as consideration in acquisitions following the proposed transaction. The FNF special committee also reviewed with Sullivan & Cromwell the remaining open issues on the original merger agreement, including the exchange ratio.
 
On June 11, 2006, the FIS special committee had a telephonic meeting with its legal and financial advisors to discuss the status of the proposed transaction, focusing on matters concerning the assumption by FIS of certain FNF stock options in the transaction, FIS’s proposal for increasing the number of shares available under the FIS stock option plan and the composition of FIS’s board of directors following the transaction. Information provided by FNF revealed the extent to which FIS would be assuming FNF stock options, which was a total of approximately 4.7 million options to be replaced with FIS stock options of equivalent value. The FIS special committee, in consultation with Stephens, expressed concern regarding the dilutive effect that such options would have on the ownership of FIS common stock held by existing FIS shareholders. The FIS special committee also discussed with Weil certain tax matters relating to the transaction.
 
Further teleconference meetings of the FNF special committee were held on June 13 and June 21, 2006 with its financial and legal advisors to discuss the status of negotiations with both the FIS and FNT special committees and the positions that the FNF special committee should take with respect to the financial terms of the respective transactions, including the treatment of FNF employee stock options, and the post-closing composition of the FNT and new FIS boards of directors. In considering the proposed one-to-one exchange ratio for the merger, the FNF special committee recognized that, in order to preserve favorable tax and accounting treatment of the transactions, FIS would be required to assume all of the outstanding FNF options with the exception of those options being assumed by FNT and approximately 4.4 million options held by senior executives of FNF. The FNF special committee also recognized that the FIS special committee had concerns about the potential dilutive effect of those options on the ownership of FIS common stock held by existing FIS shareholders. The FNF special committee discussed with its advisors the fairness of the one-for-one exchange ratio in light of the proposed treatment of options, the analysis of precedent transactions provided by Bear Stearns, and the relative valuations of the two companies.
 
From June 12, 2006 until June 23, 2006, the legal and financial advisors of FIS and FNF continued to negotiate the transaction documents pertaining to the transaction, including a review of ancillary agreements and disclosure schedules. In addition, the parties discussed and negotiated the material economic terms of the transaction. It was determined by the FIS special committee, in consultation with Stephens, that it would not be acceptable for FIS to assume certain vested stock options held by three senior executives of FNF, William P. Foley, II, Alan L. Stinson and Brent B. Bickett, due to their dilutive effect on the ownership of FIS common stock held by existing FIS shareholders. Through negotiation, the parties ultimately settled on an exchange ratio of one share of FIS common stock for each share of FIS common stock held by FNF and on the principal terms of an agreement to be entered into


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among FNF and Messrs. Foley, Stinson and Bickett entitling FNF prior to the closing to settle in cash, or require the exercise of, approximately 4.4 million stock options held by Messrs. Foley, Stinson and Bickett instead of these options being converted into or replaced with a combination of FNT stock options and FIS stock options. Finally, it was determined that FNT would bear all of the pre-closing liabilities of FNF, including those that may stem from the consummation of the proposed transactions.
 
During the same period, discussions between the FNF and FNT special committees and their advisors continued on the proposed purchase price and the other terms of the FNT asset contribution and spin-off transactions.
 
On June 23, 2006, the FNT and FNF special committees finally agreed on a proposal in which FNT would issue to FNF, in exchange for the asset contribution to FNT, 34,042,553 shares of FNT Class A common stock (having a market value of approximately $700 million as of June 23, 2006) for the non-cash assets, plus a number of additional shares of FNT Class A Common Stock equivalent to the contributed cash, not to exceed $275 million, to be issued based on a price of $23.50 per share of FNT common stock.
 
On June 25, 2006, the FIS special committee met telephonically with its legal and financial advisors to discuss the proposed final drafts of the definitive documents relating to the proposed transaction. Representatives from Weil discussed the resolution of the material open issues that the FIS special committee had been discussing throughout the process, including tax matters, the exchange ratio in the merger, and the treatment of equity incentive compensation for senior executives of FNF and all other FNF and FIS employees. Stephens made a presentation to the effect that upon consideration of the material terms of the proposed transactions, as of such date and subject to the qualifications set forth therein, the exchange ratio in the merger is fair, from a financial point of view, to the shareholders of FIS other than FNF. The FIS special committee then discussed the assumption of equity incentives of FNF in the transaction. The costs and benefits of doing so were discussed at length, including FIS’s need to provide incentives for its employees. The FIS special committee then discussed and reviewed certain significant provisions of the merger agreement. Following additional discussion and deliberation, the FIS special committee unanimously recommended the approval and adoption of the original merger agreement by FIS’s board of directors.
 
On June 25, 2006, shortly after the FIS special committee meeting, the FIS board of directors met to consider the proposed transactions and the special committee’s recommendation. Representatives of Weil made a presentation to the board of directors on its fiduciary duties in connection with the proposed transactions and also reviewed the processes of deliberation and due diligence undertaken by the special committee and its advisors in connection with the proposed transactions. Mr. Hunt presented the FIS special committee’s findings and its recommendation. Stephens then made a presentation to the FIS board of directors, substantially the same in form and substance as the presentation made to the FIS special committee, and gave its opinion to the full board of directors that the transactions, including the consideration to be received by FIS, were fair, from a financial point of view, to FIS and its stockholders other than FNF. Representatives of LeBoeuf also attended the meeting. The board of directors discussed, among other factors, that the proposed transactions seemed to capture the value gap associated with FNF common stock, the fairness of the exchange ratio, the potential for the transactions to enhance stockholder value, the increased efficiency of the elimination of the holding company structure, the positive effects on potential acquisitions, and the tax and accounting treatment of the transactions. See “— FIS’s Reasons for the Merger and Recommendation of FIS’s Board of Directors” beginning on page 51.
 
After full consideration of the presentations of the FIS special committee, Stephens and Weil, and after additional deliberation, the FIS board of directors unanimously adopted and approved among other things the merger, the original merger agreement, the management compensation arrangements proposed to be entered into by FIS in connection with the merger and the other agreements relating to the transactions and unanimously resolved to recommend that the FIS shareholders approve among other things the issuance of FIS common stock in connection with the merger.
 
On June 25, 2006, the FNF special committee met telephonically, together with its legal and financial advisors, to discuss the proposed final drafts of the definitive documents relating to the proposed transaction. The FNF special committee was advised that the FIS and FNT boards of directors had approved the proposed transactions that day. At the meeting, Bear Stearns made a presentation on the financial aspects of the proposed transactions, and the committee discussed with its financial and other advisors, among other things, the financial terms of the transactions, including the exchange ratio, the financial analyses performed by Bear Stearns, the potential increase


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in stockholder value resulting from the transactions and the relative valuation of FNF and FIS. After the presentation and these discussions, Bear Stearns gave its opinion that the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole, were fair from a financial point of view to FNF and the stockholders of FNF. In addition, representatives of Sullivan & Cromwell made a presentation with respect to the FNF special committee’s fiduciary duties in connection with its consideration of the merger and the other transactions. After full consideration of the presentations of Bear Stearns and Sullivan & Cromwell, and of the merger and the other proposed transactions, and after additional deliberation, the FNF special committee determined that the transactions were fair to and in the best interest of FNF’s stockholders and unanimously resolved to recommend that the FNF board of directors approve the original merger agreement, the original securities exchange and distribution agreement and the other agreements relating to the transactions, and to recommend that the FNF board of directors recommend that the stockholders vote to approve and adopt the original merger agreement.
 
On June 25, 2006, shortly after the FNF special committee meeting, the FNF board of directors met to consider the proposed transactions and the FNF special committee’s recommendation. Representatives of Sullivan & Cromwell made a presentation to the FNF board of directors on its fiduciary duties in connection with the proposed transactions and also reviewed the processes of deliberation and due diligence undertaken by the special committee and its advisors in connection with the proposed transactions. Mr. Massey presented the FNF special committee’s findings and its recommendation. Bear Stearns then made a presentation to the FNF board of directors, substantially the same in form and substance as the presentation made to the FNF special committee, and gave its opinion to the full board of directors that the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole, were fair from a financial point of view to FNF and the stockholders of FNF. Representatives of LeBoeuf also participated in the meeting. The FNF board of directors discussed, among other factors, the fairness of the exchange ratio, the elimination of the sum-of-the-parts discount and the narrowing of the valuation gap for FNF stockholders, the positive effects on potential acquisitions by FIS using equity as a component of consideration, and the tax-free treatment of the transactions. See “— FNF’s Reasons for the Merger and Recommendation of FNF’s Board of Directors,” beginning on page 52.
 
After full consideration of the presentations of the FNF special committee, Bear Stearns and Sullivan & Cromwell, and after additional deliberation, the FNF board of directors unanimously approved the original merger agreement, the original distribution agreement and the other agreements relating to the transactions and unanimously resolved to recommend that the FNF stockholders vote to adopt the original merger agreement and approve the merger. The FNF board of directors also unanimously approved the letter agreement regarding executive options; Mr. Foley recused himself from that vote, however.
 
Following the meetings of the FNF and FIS boards of directors, on the evening of June 25, 2006, FNF and FIS signed the merger agreement, FNF and FNT signed the distribution agreement and FNF and Messrs. Foley, Stinson and Bickett signed the letter agreement regarding executive options.
 
On June 26, 2006, prior to the open of trading on the NYSE, FNF, FIS and FNT issued press releases announcing the transactions.
 
In late August 2006, FNF proposed to amend and restate the distribution agreement and the merger agreement in order to restructure the transactions to provide for FNF to retain FNF Leasing and its 75% owned subsidiary, FNF Capital LLC, rather than contribute those assets to FNT. FNF Leasing would subsequently be transferred to FIS following the spin-off. FNF Leasing is engaged in the technology leasing business and represents a small portion of the assets that were the subject of the original distribution agreement. FNF proposed the change as a result of comments received from the Internal Revenue Service on FNF’s request for a ruling that the transactions (including the spin-off) will be tax free transactions under the Internal Revenue Code. See ‘— Summary of Material United States Federal Income Tax Considerations.” The proposed revised agreements also corrected typographical errors and made technical legal revisions to conform the agreements to the intent of the parties. LeBoeuf prepared drafts of the amended and restated distribution agreement, the amended and restated merger agreement and the Leasing merger agreement, which we refer to collectively as the revised agreements, and delivered the revised agreements to counsel for the FNF, FIS and FNT special committees for consideration by each special committee.
 
On September 6, 2006, the FIS special committee met telephonically with its legal and financial advisors to discuss the revised terms of the transaction, including the Leasing merger. It was discussed whether the FIS special committee


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would require Stephens to update its fairness opinion in light of the proposed terms, and the FIS special committee concluded that the Leasing merger was not financially significant to warrant the issuance of a revised fairness opinion. On September 11, 2006, the FIS special committee again met telephonically to discuss the status of the transaction and deliberate regarding the fairness of the transaction as a whole to FIS and its shareholders. Representatives from Weil discussed the resolution of the material open issues that the FIS special committee had been discussing. The FIS special committee then discussed and reviewed certain significant provisions of the merger.
 
On September 12, 2006, the FNF special committee held a telephonic meeting to discuss the restructuring of the proposed transactions. Bear Stearns gave a presentation on the financial aspects of the restructured form of the proposed transactions, including the Leasing merger. Bear Stearns also advised the FNF special committee (without issuing, reissuing or amending its fairness opinion in any way) that, on the date that it issued its fairness opinion, it would not have viewed the changes to the transaction structure involving Leasing, as described above, as material to its financial analysis of the proposed transactions or its conclusions as to the fairness of the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole (as described above). The FNF special committee then further discussed the legal, tax, financial and accounting aspects of the restructured form of the proposed transactions, and made inquiries of representatives of FNF management in attendance at the meeting. After full consideration of the presentation of Bear Stearns and of the revised structure of the proposed transactions, and the information provided by management and its advisors, the FNF special committee unanimously resolved to recommend that the FNF board of directors approve the revised agreements.
 
On September 12, 2006, shortly after the FNF special committee meeting, the FNF board of directors met telephonically to consider the restructured form of the proposed transactions. The FNF special committee reported that it had voted to recommend the revised form of the transactions as well as the revised agreements to the FNF board of directors and stated its reasons for its recommendation. The FNF board of directors then discussed certain legal, tax, accounting and financial aspects of the proposed transaction, in consultation with management and its legal and financial advisors. After full consideration of the revised form of the transaction, the recommendation of the special committee and the information provided by management and its advisors, the FNF board of directors unanimously approved the revised agreements.
 
On September 13, 2006, FNF informed the FNF and FIS special committees through their respective counsel that the 25% minority owner of FNF Capital LLC was considering attempting to exercise certain tag-along rights pursuant to the FNF Capital LLC Operating Agreement, which if available might allow the minority shareholder to be given an opportunity to sell its LLC interests to FIS on the same terms and conditions as provided in the Leasing merger. Additional revisions to the revised agreements, which we refer to as the additional revisions, were made in order to provide that, in the event of the exercise of the FNF Capital LLC minority owner’s tag-along rights, if the shares were not otherwise acquired by a third party (including FNF Leasing as described below), FIS would purchase the minority owner’s interests in exchange for FIS stock simultaneously with the Leasing merger, and that in the event that FNF Leasing were to purchase the minority owner’s interests in FNF Capital LLC, FNF Leasing would receive FIS stock in the Leasing merger on the basis of a 100% interest in FNF Leasing. Revised agreements showing the additional revisions were distributed to the special committees and their legal and financial advisors for review.
 
On September 17, 2006, the FNF special committee met telephonically with its legal and financial advisors to review the additional revisions. The FNF special committee discussed the effect of and purpose for the additional revisions. Bear Stearns advised the FNF special committee that (without issuing, reissuing or amending its fairness opinion in any way), on the date that it issued its fairness opinion, it would not have viewed the additional revisions, as material to its financial analysis of the proposed transactions, or its conclusions as to the fairness of the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole. After full consideration of the additional revisions, the FNF special committee unanimously resolved to recommend that the FNF board of directors adopt the additional revisions to the revised agreements. The FIS special committee also considered the additional revisions and unanimously resolved to recommend that the FIS board of directors adopt them.
 
On September 18, 2006, the board of directors of FNF unanimously approved the revised agreements by written consent.
 
On the evening of September 18, 2006, FNF and FIS signed the amended and restated merger agreement. FNF and FNT signed the amended and restated distribution agreement and FIS, FNF Leasing, and a wholly owned subsidiary of FIS signed the Leasing Merger agreement.


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FIS’s Reasons for the Merger and Recommendation of FIS’s Board of Directors
 
The FIS board of directors believes that the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of FIS common stock in connection with the merger, are in the best interests of FIS and its shareholders. Accordingly, the FIS board of directors recommends that FIS shareholders vote FOR approval of the issuance of shares of FIS common stock pursuant to the merger agreement.
 
In reaching its conclusion to approve the merger agreement and to recommend that FIS shareholders approve the issuance of shares of FIS common stock in connection with the merger, the FIS board of directors reviewed and discussed the merger agreement and the transactions contemplated thereby, including the merger and the related transactions, with FIS’s management team and its financial, actuarial and legal advisors and considered a number of factors, including the following:
 
Strategic Considerations.  FIS’s board of directors believes that the merger with FNF will provide a number of significant strategic opportunities and benefits, including the following:
 
  •  eliminating the controlling shareholder, increasing clarity around ownership and removing any inherent conflict of interest associated with FNF’s current control of FIS;
 
  •  removing any market discount associated with having a controlling shareholder;
 
  •  making it easier for FIS to use its stock to effect acquisitions;
 
  •  increasing the public float of FIS common stock;
 
  •  easing the use of FIS equity for management incentives;
 
  •  providing for continued access to certain FNF executives and management expertise;
 
  •  allowing for greater core management focus; and
 
  •  facilitating potential inclusion in market indices such as the S&P 500 that FIS was previously excluded from because of the control by FNF.
 
Other Factors Considered by the FIS Board of Directors.  In addition to considering the strategic factors outlined above, the FIS board of directors considered the following additional factors:
 
  •  that FIS would experience a near-term shift in its shareholder base;
 
  •  possibility for a significant tax cost as a result of a post-closing action that causes the spin-off to be treated as a taxable transaction under Section 355(e) of the Code;
 
  •  conversion of FNF stock options into FIS options diluting existing non-FNF FIS shareholders;
 
  •  the possibility that, over the long term, the FIS and FNT businesses might become direct competitors; and
 
  •  FIS needing to recreate some functions which were previously conducted at the FNF parent level.
 
The foregoing discussion of the information and factors considered by FIS’s board of directors is not meant to be exhaustive but is believed to include all material factors considered by it in connection with its determination that the terms of the merger agreement, including the merger and the issuance of FIS common stock in the merger, are advisable and in the best interests of FIS and its shareholders. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the FIS board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In addition, the FIS board of directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate decision, but rather the FIS board of directors conducted an overall analysis of the factors described above, including through discussions with, and the questioning of, FIS’s management team and outside financial, actuarial and legal advisors. In considering the factors described above, individual members of the FIS board of directors may have given different weight to different factors.
 
In considering the recommendation of the FIS board of directors with respect to the merger agreement and the merger, you should be aware that certain FIS directors and executive officers have arrangements that cause them to


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have interests in the transaction that are different from, or are in addition to, the interests of FIS shareholders generally. See the section entitled “— Interests of Directors and Executive Officers in the Merger” beginning on page 66.
 
FNF’s Reasons for the Merger and Recommendation of FNF’s Board of Directors
 
The FNF board of directors believes that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of FNF and its stockholders and are consistent with, and in furtherance of, the long-term business strategies and goals of FNF. Accordingly, the FNF board of directors has unanimously adopted the merger agreement and approved the merger and recommends that FNF stockholders vote FOR adoption of the merger agreement and approval of the merger.
 
The FNF board of directors, in reaching its decision to adopt the merger agreement and approve the merger, consulted with its management, as well as with its financial, actuarial and legal advisors, carefully reviewed a significant amount of information and considered a variety of factors weighing positively in favor of the merger, including, without limitation, the following:
 
  •  the fairness of the exchange ratio to FNF stockholders;
 
  •  the opinion of FNF’s financial advisor Bear Stearns that, as of June 25, 2006, and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole, were fair from a financial point of view to FNF and the stockholders of FNF;
 
  •  the advice of Bear Stearns that, on the date that it issued its fairness opinion, it would not have viewed the changes to the transaction structure involving Leasing, as described above, as material to its financial analysis of the proposed transactions or its conclusions as to the fairness of the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole;
 
  •  the simplified structure of FIS along with the distribution of new FNT Class A common stock in the spin-off, eliminates the sum-of-the-parts discount for FNF stockholders and narrows the valuation gap for FNF stockholders;
 
  •  the transactions provide FNF stockholders with separate securities in two companies that each presents a distinct business model to a wider market of potential shareholders;
 
  •  the transactions allow FIS to pursue acquisitions utilizing equity as a component of consideration;
 
  •  the transactions enable FIS to better use equity to compensate employees; and
 
  •  the transactions provide a tax-free merger with FIS.
 
In addition to these factors, the FNF board of directors also considered the potential adverse impact of other factors weighing negatively towards the merger. These included the following:
 
  •  FNF’s current platform no longer exists as an independent company; and
 
  •  collectively FNF stockholders lose centralized control of FIS and the other assets held at FNF.
 
The FNF board of directors, in reaching its decision to approve the merger, also considered the interests that certain FNF executive officers and directors may have with respect to the merger in addition to their interests as FNF stockholders generally and the fact that certain provisions of Georgia law and the FIS certificate of incorporation and bylaws may be viewed as having anti-takeover effects with respect to transactions not approved by the FIS board of directors (see the section entitled “Comparison of Shareholders Rights and Corporate Governance Matters” beginning on page 149).
 
The FNF board of directors concluded that the positive aspects of the merger significantly outweighed the negative factors.
 
This discussion of the information and factors considered by the FNF board of directors includes all the material positive and negative factors considered by the FNF board of directors, but it is not intended to be exhaustive and may not include all of the factors considered by the FNF board of directors. The FNF board of


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directors did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the merger agreement and the merger are advisable and in the best interests of FNF and its stockholders. Rather, the FNF board of directors viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the FNF board of directors may have given differing weights to different factors.
 
In considering the recommendation of the FNF board of directors with respect to the merger agreement and the merger, you should be aware that certain FNF directors and executive officers have arrangements that cause them to have interests in the transaction that are different from, or are in addition to, the interests of FNF stockholders generally. See the section entitled “ — Interests of Directors and Executive Officers in the Merger” beginning on page 66.
 
Opinions of Financial Advisors
 
The FIS special committee engaged Stephens, Inc. as its financial advisor and the FNF special committee engaged Bear Stearns & Co. Inc. as its financial advisor in connection with the merger. A summary of their respective opinions and related financial analyses appears below.
 
Opinion of FIS’s Financial Advisor
 
The FIS special committee engaged Stephens on May 10, 2006, to advise and provide a fairness opinion in connection with the proposed transaction pursuant to the original merger agreement.
 
Stephens delivered a written opinion, dated June 25, 2006, to the board of directors of FIS to the effect that as of such date and subject to the qualifications set forth therein, the original conversion ratio in the merger is fair, from a financial point of view, to the shareholders of FIS other than FNF.
 
No limitations were imposed by the board of directors of FIS on Stephens with respect to the investigations made or procedures followed by it in furnishing its opinion. The original conversion ratio was determined through negotiations between the FIS special committee and the FNF special committee. Although Stephens did assist the FIS special committee in these negotiations, it was not asked to propose or recommend, and did not propose or recommend, any specific conversion ratio as the appropriate conversion ratio for the transaction.
 
The full text of the written fairness opinion of Stephens, which sets forth the assumptions made, general procedures followed, factors considered and limitations on the review undertaken by Stephens in rendering its opinion, is attached as Annex E and is incorporated into this proxy statement/prospectus by reference. You should read this opinion in its entirety.
 
Stephens has consented to the use of its fairness opinion as an annex to this proxy statement/prospectus. Stephens provided the fairness opinion to the board of directors of FIS for its information, and the fairness opinion is directed only to the fairness from a financial point of view of the original conversion ratio and does not constitute a recommendation to any shareholder of FIS as to how any shareholder should vote on the transaction or any matter related thereto. The summary of the fairness opinion set forth in this proxy/prospectus statement is qualified in its entirety by reference to the full text of the fairness opinion.
 
In connection with rendering its opinion, Stephens:
 
   (i)  analyzed certain publicly available financial statements and reports regarding FIS and FNF;
 
   (ii)  analyzed, on a pro forma basis, the effect of the proposed transaction;
 
   (iii)  reviewed the reported prices and trading activity for FIS common stock;
 
   (iv)  compared the financial performance of FIS and the prices and trading activity of FIS common stock with that of certain other comparable publicly-traded companies and their securities;
 
   (v)  reviewed the financial terms, to the extent publicly available, of certain comparable transactions;
 
   (vi)  discussed with management of FIS the operations of and future business prospects for FIS and the anticipated financial consequences of the proposed transaction;


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   (vii)  discussed with management of FIS and FNF the anticipated tax treatment of the proposed transaction; and
 
  (viii)  performed such other analyses and provided such other services as deemed appropriate.
 
In preparing the fairness opinion, Stephens relied on the accuracy and completeness of the representations and warranties as set forth in the original merger agreement and other information and financial data provided to it by FIS, without independently verifying the same, and Stephens’ opinion is based, in substantial part, upon such information. Stephens has inquired into the reliability of such information and financial data only to the limited extent necessary to provide a reasonable basis for its opinion, recognizing that it was rendering only an informed opinion and not an appraisal or certification of value.
 
Stephens’ opinion is necessarily based upon market, economic and other conditions as they exist and could be evaluated on, and on the information made available to Stephens as of the date of the opinion. Stephens has assumed that management’s anticipated tax treatment of the transaction is the proper tax treatment of the transaction and will substantially result in the tax consequences estimated by management of FIS. Stephens has assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the proposed transaction, no restrictions, including any amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the proposed transaction. Stephens was not asked to consider, and the fairness opinion does not in any manner address, the price at which FIS common stock would trade following either the announcement or consummation of the proposed transaction.
 
The Stephens opinion was one of many factors considered by the board of directors of FIS in deciding to vote for the approval of the original merger agreement. Consequently, Stephens’ analysis described below should not be viewed as determinative of the decision of the board of directors of FIS with regard to the fairness of the original conversion ratio.
 
The following is a summary of the material financial analyses used by Stephens in connection with the preparation of its fairness opinion dated June 25, 2006.
 
Exchange Ratio Considerations
 
Stephens reviewed and considered the following methodologies in analyzing the proposed original exchange ratio, with a focus on whether the ownership of FNF in FIS of greater than 50% would typically receive a premium valuation in the public market when compared to a less than 50% ownership position. If it were determined that a greater than 50% ownership position did typically receive a premium valuation (or control premium), it would imply that the exchange ratio should be greater than the exchange ratio is in the proposed transaction.
 
Holding Company Analysis:  Stephens analyzed how publicly traded companies with a parent that own in excess of 50% of the voting control of the company are valued relative to their peers who do not have a parent with a similar ownership level.
 
Spin-Off Analysis:  Stephens analyzed how publicly traded companies with a majority parent traded before and after control was distributed out to the public shareholders, via a spin-out transaction.
 
Mergers-of-Equals Analysis:  Stephens analyzed the premium received by the target company in transactions deemed to be mergers of equals.
 
Holding Company Analysis
 
Stephens reviewed 14 publicly traded companies across a wide variety of industries with a control shareholder and compared valuation multiples to that of the publicly traded comparable companies. These comparable companies are set forth in the table below.
 


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        % Owned
 
Company
 
Parent
  by Parent  
 
Alcon Inc. 
  Nestle SA     75%  
Genentech Inc. 
  Roche Holding Ag     56%  
Hearst-Argyle Television Inc. 
  Hearst Broadcasting     50%  
Interactive Data Corp. 
  Pearson PLC     62%  
Kraft Foods Inc. 
  Altria Group     57%  
MGM Mirage
  Tracinda Corp.     56%  
Multi-Fineline Electronix Inc. 
  WBL Corp.     61%  
Southern Copper Corp. 
  Grupo Mexico SA     75%  
State Auto Financial Corp. 
  State Automobile Mutual Insurance     65%  
The Great Atlantic & Pacific Tea Co. 
  Tengelmann Warenhandelsgesellschaft     54%  
Total System Services Inc. 
  Synovus Financial Corp.     81%  
United States Cellular Corp. 
  Telephone & Data Systems     70%  
Valhi Inc. 
  Valhi Group Inc.     92%  
Verint Systems Inc. 
  Comverse Technology     58%  
 
Although the results were varied, the companies analyzed generally traded at a discount to their peer group, indicating some premium valuation may be attributable to the control position.
 
Spin-Off Analysis
 
Stephens examined 13 recent spin-off transactions, with sizes greater than $1 billion, in which a company with a control shareholder was spun-off to the public and how the shares traded after announcement of the transaction compared to before the transaction. On average, the share price of the subsidiaries spun-off outperformed the S&P 500 Index by 4.3% from the announcement date of each spin-off to 60 days after announcement indicating some premium valuation attributable to the control ownership stake. The following table summarizes the mean and median stock price performance of the stock of these spin-offs relative to the S&P 500 Index over specified periods.
 
                         
Selected Spin-Offs
 
Mean and Median Stock Price Performance Relative to S&P 500  
    Performance 1 Day Prior Announcement vs.  
    1 Day
    1 Week
    60 Days
 
    After Annc.     After Annc.     After Annc.  
 
Mean
    2.5 %     6.6 %     4.3 %
Median
    0.0 %     7.0 %     3.8 %
 
Stephens also examined 8 other spin-off transactions where a public company with a shareholder controlling over 50% creates a dual class stock and then spins off all of their common stock to their public shareholders. On average, the share price of subsidiaries spun-off outperformed the S&P 500 Index by 10.1% from the announcement date of the spin-off to 60 days after announcement indicating some premium attributable to the control ownership stake. The following table summarizes the mean and median stock price performance of the stock of these spin-offs relative to the S&P 500 Index over specified periods.
 
                         
Selected Spin-Offs
 
Mean and Median Stock Price Performance Relative to S&P 500  
    Performance 1 Day Prior Announcement vs.  
    1 Day
    1 Week
    60 Days
 
    After Annc.     After Annc.     After Annc.  
 
Mean
    −0.4 %     −2.6 %     10.1 %
Median
    −2.1 %     −0.6 %     3.3 %

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Merger-Of-Equals Analysis
 
Stephens analyzed 18 transactions deemed to be mergers of equals announced between February 25, 2000 and October 10, 2005 and the premium received by the target company. These precedent transactions are set forth in the following table.
 
         
Acquiror
 
Target
 
Date Announced
 
Lincoln National Corp. 
  Jefferson-Pilot Corp.   October 10, 2005
Entegris Inc. 
  Mykrolis Corp.   March 21, 2005
Sprint Corp. 
  Nextel Communications Inc.   December 15, 2004
National-Oilwell inc
  Varco International Inc.   August 12, 2004
Belden Inc. 
  Cable Design Technologies Corp.   February 4, 2004
IDEC Pharmaceuticals Corp. 
  Biogen Inc.   June 20, 2003
Gart Sports Co. 
  Sports Authority Inc.   February 19, 2003
Identix Inc. 
  Visionics Corp.   February 22, 2002
Western Multiplex Corp. 
  Proxim Inc.   January 17, 2002
Phillips Petroleum Co. Inc. 
  Conoco Inc.   November 18, 2001
GlobeSpan Inc. 
  Virata Corp.   October 1, 2001
UNB Corp. 
  BancFirst Ohio Corp.   September 6, 2001
Santa Fe International Corp. 
  Global Marine Inc.   September 4, 2001
Mead Corp. 
  Wetvaco Corp.   August 29, 2001
Virginia Financial Corp. 
  Virginia Commonwealth   June 13, 2001
Pride International Inc. 
  Marine Drilling Co.   May 23, 2001
Tuboscope Inc. 
  Varco International Inc.   March 22, 2000
NetIQ Corp. 
  Mission Critical Software Inc.   February 25, 2000
 
In its analysis, Stephens derived and compared the premium received by the target over its stock price at different time periods before the transaction was announced. The following table summarizes the mean and median premiums received by the target over specified periods.
 
                         
    Selected Merger of Equals Transactions
 
    Mean and Median Premium Received  
    Premium to Target’s Stock Price  
    1 Day
    1 Week
    60 Days
 
    Prior Annc.     Prior Annc.     Prior Annc.  
 
Mean
    5.1 %     2.2 %     2.8 %
Median
    5.4 %     6.8 %     5.9 %
 
Fidelity National Information Services Stand-Alone Valuation Analyses
 
Stephens also developed its view of a stand-alone valuation of FIS to determine if its stock is undervalued due, in part, to the current ownership of FNF and corporate structure. If FIS appeared to be undervalued, this could imply that there was a discount in the FIS share price due to the ownership of FNF and limitations resulting from its corporate structure and therefore support an exchange ratio higher than the one in the proposed transaction.
 
Comparable Companies Analysis.  Stephens derived a range of potential values of FIS in part by reference to publicly-traded companies that Stephens believed to offer similar products, to have similar operating and financial characteristics and/or to service similar markets.
 
Comparable Acquisition Analysis.  Stephens derived a range of potential values of FIS in part relative to recent merger and acquisition transactions that Stephens believed to involve similar businesses.
 
Discounted Cash Flow Analysis.  Stephens derived a range of potential values of FIS in part as the sum of FIS’s unlevered free cash flows (before financing costs) over a forecast period, and FIS’s terminal or residual value at the end of the forecast period.


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Comparable Companies Analysis
 
Using publicly available research analyst estimates and other publicly available information, Stephens analyzed, among other things, the implied value of FIS based on corresponding trading multiples of selected publicly-traded companies that Stephens believed were generally comparable to FIS. These comparable companies are set forth in the table below.
 
         
Comparable Publicly-Traded Companies
 
• Alliance Data Systems
  • Global Payments Inc.   • Total System Services
• First Data Corp. 
  • Jack Henry & Associates, Inc.    
• Fiserv, Inc. 
  • Open Solutions Inc.    
 
In its analysis, Stephens derived and compared multiples for FIS, and a range of multiples for the selected companies, calculated as follows:
 
  •  Enterprise value, which Stephens defined as market capitalization plus long-term debt and preferred stock (on an as converted basis, if applicable) minus cash, and which we refer to as EV, divided by operating earnings before interest, taxes, depreciation and amortization, and certain extraordinary or non-recurring charges, which we refer to as EBITDA, for calendar year 2006, which we refer to as 2006E EBITDA.
 
  •  Price per share as a multiple of the estimated calendar year 2006 cash earnings per diluted share, which Stephens defined as net income plus purchased intangible amortization plus certain extraordinary or non-recurring charges divided by diluted shares outstanding, and which we refer to as 2006E Cash EPS.
 
All multiples were based on closing stock prices as of June 9, 2006. Results of Stephens’ comparable companies’ analysis are summarized as follows:
 
                                         
                            Current
 
    Multiple Range     Multiple
    Multiple
    FIS
 
    High     Low     Mean     Median     Multiple  
 
EV/2006E EBITDA
    13.1 x     7.5 x     10.3 x     10.3 x     8.9x  
2006E Cash EPS
    27.5       16.8       20.7       19.3       17.3  
 
Based on this analysis, Stephens established a range of implied equity values per share of FIS common stock of $31.51 to $48.66.
 
No company used in the above analysis is identical to FIS. In evaluating companies identified by Stephens as comparable to FIS, Stephens made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of FIS, such as the impact of competition on the business of FIS and the industry generally, industry growth and the absence of any material change in the financial condition and prospects of FIS or the industry or in the financial markets in general. A complete analysis involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading values of such comparable companies to which they are being compared; mathematical analysis is not in itself a meaningful method of using selected company data.
 
Comparable Acquisition Analysis
 
Using publicly available research analyst estimates and other publicly available information, Stephens analyzed, among other things, the consideration offered and the implied transaction value multiples paid or proposed to be paid in 19 selected completed mergers and acquisitions closed between March 11, 2004 and May 10, 2006, that involved targets that provide core processing or payment services to financial institutions, which


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Stephens believed were generally comparable to FIS. These comparable acquisitions are set forth in the following table.
 
         
Acquiror
 
Target
 
Closing Date
 
Management
  iPayment, Inc.   May 10, 2006
Sage Group
  Verus Financial Management Inc.   February 6, 2006
Fiserv Inc. 
  BillMatrix Corporation   August 13, 2005
eFunds Corp. 
  Wildcard Systems Inc.   July 1, 2005
Harland Financial
  Intrieve, Inc.   April 4, 2005
Equifax
  APPRO Systems, inc.   March 5, 2005
Metavante
  VECTORsgi   November 22, 2004
S1 Corp. 
  Mosaic   November 12, 2004
Fidelity National Financial
  InterCept, Inc.   November 8, 2004
Open Solutions Inc. 
  Datawest Solutions Inc.   October 29, 2004
Metavante Corporation
  NYCE   July 30, 2004
Open Solutions Inc. 
  Member Data Services   July 9, 2004
Metavante Corporation
  Advanced Financial Solutions   July 1, 2004
Fair Isaac Corp. 
  London Bridge   May 28, 2004
Metavante Corporation
  Kirchman Corporation   May 28, 2004
Siebel Systems Inc. 
  Eontec   April 20, 2004
Fidelity National Financial
  Sanchez Computer Associates   April 14, 2004
Fidelity National Financial
  Bankware   April 7, 2004
Fidelity National Financial
  Aurum Technology Inc.   March 11, 2004
 
In its analysis, Stephens derived and compared implied transaction value multiples for the comparable transactions, calculated as follows:
 
  •  aggregate consideration to be paid in the selected comparable transactions (including the assumption or repayment of net debt), which we refer to as Enterprise Value, divided by revenue for the next twelve months after the transaction announcement date, which we refer to as NTM Revenue.
 
  •  Enterprise Value divided by EBITDA for the next twelve months after the transaction announcement date, which we refer to as NTM EBITDA.
 
Stephens’ analysis did not take into account different market and other conditions during the period in which the selected transactions occurred. All multiples for the comparable transactions were based on public information available at the time of the announcement of such transactions.
 
The results of Stephens’ comparable acquisition analysis are summarized as follows:
 
                                         
                            Current
 
    Multiple Range     Multiple
    Multiple
    FIS
 
    High     Low     Mean     Median     Multiple  
 
EV/NTM Revenue
    4.0 x     1.3 x     2.4 x     2.1 x     2.4 x
EV/NTM EBITDA
    15.0       4.7       10.3       9.2       8.9  
 
Based on the ratios derived for the comparable acquisitions, Stephens established a range of implied equity values per share of FIS common stock of $33.67 to $43.86.
 
No transaction utilized in the analysis above is identical to the proposed transaction. A complete analysis involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved in these transactions and other factors that could affect the transaction multiples in such comparable transactions to which the proposed transaction is being compared; mathematical analysis (such as determining the mean or the median) is not in itself a meaningful method of using selected transaction data.


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Discounted Cash Flow Analysis
 
Stephens performed a discounted cash flow analysis on FIS to estimate the equity value per share of FIS. Stephens calculated a range of net present enterprise values for FIS based on its free cash flow over the projected time period using a weighted average cost of capital for the company ranging from 11% to 13% and terminal value multiples of fiscal year 2011 EBITDA ranging from 9.0x to 10.0x.
 
Based on the implied valuations of FIS resulting from the discounted cash flow analysis, Stephens established a range of implied equity values for a share of FIS common stock of $36.36 to $45.13 per share.
 
The summary set forth above does not purport to be a complete description of the analyses performed by Stephens but describes, in summary form, the principal elements of the presentation made by Stephens to the board of directors of FIS on June 25, 2006. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Each of the analyses conducted by Stephens was carried out in order to provide a different perspective on the transaction and to add to the total mix of information available. Stephens did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion as to the fairness of the proposed transaction from a financial point of view. Rather, in reaching its conclusion, Stephens considered the results of the analyses in light of each other and ultimately reached its opinion based on the analyses taken as a whole. Accordingly, notwithstanding the separate factors summarized above, Stephens has indicated to FIS that it believes that consideration of some of the analyses and factors considered, without considering all analyses and factors, could create an incomplete or inaccurate view of the evaluation process underlying the opinion. The analyses performed by Stephens are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses.
 
Fees
 
Stephens will receive a fee for its services to FIS. Pursuant to a letter agreement between the FIS special committee and Stephens, FIS agreed to pay Stephens, upon the rendering of a fairness opinion, a fee for such services. In addition, Stephens was engaged as a financial advisor in connection with the proposed transaction, and FIS has agreed, if the proposed transaction is consummated, to pay Stephens a success fee. Stephens will also be reimbursed for its out-of-pocket expenses. In addition, FIS has agreed to indemnify Stephens for liabilities related to or arising out of the engagement.
 
Opinion of FNF’s Financial Advisor
 
On June 25, 2006, Bear Stearns delivered its oral opinion to the FNF special committee, which was subsequently confirmed in writing, that, as of, June 25, 2006, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole, were fair from a financial point of view to FNF and the stockholders of FNF.
 
The full text of Bear Stearns’ written opinion is attached as Annex E to this proxy statement/prospectus and you should read the opinion carefully and in its entirety. The opinion sets forth the assumptions made, the matters considered and qualifications and limitations of the review undertaken by Bear Stearns. The Bear Stearns opinion is subject to the assumptions and conditions contained in the opinion and is necessarily based on economic, market and other conditions and the information made available to Bear Stearns as of the date of the Bear Stearns opinion, and Bear Stearns assumes no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion.
 
In the course of performing its review and analyses for rendering its opinion, Bear Stearns:
 
  •  reviewed the original merger agreement and the original distribution agreement;
 
  •  reviewed FNF’s Annual Reports to Shareholders and Annual Reports on Form 10-K for the years ended December 31, 2003, 2004, and 2005, its Quarterly Reports on Form 10-Q for the period ended March 31, 2006, and its Current Reports on Form 8-K filed since December 31, 2005;


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  •  reviewed FIS’s Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Report on Form 10-Q for the period ended March 31, 2006, and its Current Reports on Form 8-K filed since February 1, 2006;
 
  •  reviewed FNT’s Registration Statement on Form S-1 filed on July 6, 2005 and all amendments thereto, its Annual Report to Shareholders and Annual Report on Form 10-K for the year ended December 31, 2005, its Quarterly Report on Form 10-Q for the period ended March 31, 2006, and its Current Reports on Form 8-K filed since December 31, 2005;
 
  •  reviewed certain operating and financial information relating to the businesses, operations, strategy, financial results, and prospects of FNF, FIS and FNT, and of the entities, which we refer to as the subject companies, the equity securities of which are to be contributed to FNT as part of the asset contribution under the distribution agreement, which we refer to as the asset contribution, all as prepared and provided to Bear Stearns by management of FNF, FIS, FNT, and the subject companies, respectively, or obtained by Bear Stearns from public sources;
 
  •  met with certain members of the managements of FNF and the subject companies to discuss their respective businesses, operations, financial results, and future prospects;
 
  •  reviewed the historical prices, trading multiples, and trading volumes of the common shares of FNF, FIS, and FNT;
 
  •  reviewed publicly available financial data, stock market performance data, and trading multiples of companies which Bear Stearns deemed generally comparable to FIS, FNT, and certain of the subject companies;
 
  •  reviewed the terms of recent mergers and acquisitions involving companies which Bear Stearns deemed generally comparable to FIS, FNT, and certain of the subject companies;
 
  •  performed discounted cash flows on the projections furnished to Bear Stearns for certain of the subject companies; and
 
  •  conducted such other studies, analyses, inquiries, and investigations as Bear Stearns deemed appropriate.
 
For purposes of its analysis, Bear Stearns relied upon and assumed, without independent verification, the accuracy and completeness of the financial and other information provided to or discussed with Bear Stearns by FNF, FIS and FNT or obtained by Bear Stearns from public sources. Bear Stearns did not assume any responsibility for the independent verification of any such information, and Bear Stearns further relied upon the assurances of the senior management of each of FNF, FIS, FNT, and the subject companies that they are unaware of any facts that would make the information incomplete or misleading.
 
In arriving at its opinion, Bear Stearns did not perform or obtain any independent appraisal of the assets or liabilities (contingent or otherwise) of FNF, FIS, or FNT (including, but not limited to, the assets, which we refer to as the contributed assets, of FNF to be contributed to FNT as part of the asset contribution under the original distribution agreement and the liabilities of FNF, which we refer to as the assumed liabilities, to be assumed by FNT under the original distribution agreement), nor was Bear Stearns furnished with any such appraisals. The contributed assets and the assumed liabilities collectively are referred to in the proxy statement/prospectus as the transferred business.
 
In rendering its opinion, Bear Stearns analyzed the merger as a strategic business combination not involving a sale of control of FNF, and Bear Stearns did not solicit, nor was Bear Stearns asked to solicit, third party acquisition interest in FNF or in any of FIS, FNT, or any of the transferred business. In addition, Bear Stearns did not evaluate the solvency or fair value of FNF, FNT, FIS, or any business included in the transferred business under any state or federal laws relating to bankruptcy, insolvency or similar matters. Bear Stearns assumed that the merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code and that the spin-off will qualify as a tax-free transaction under Section 355 of the Code. Bear Stearns assumed that the transactions contemplated by the original distribution agreement and the original merger agreement will be consummated in a timely manner and in accordance with the terms thereof without any limitations, restrictions, conditions, amendments or modifications,


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regulatory or otherwise, that collectively would have a material effect on FNF, FIS, FNT, or the transferred business. Bear Stearns further assumed that the distribution would comply with all applicable U.S. federal and state laws and foreign laws, including, without limitation, laws relating to the payment of dividends, bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, and other similar laws affecting the rights of creditors.
 
Bear Stearns did not express any opinion as to the price or range of prices at which the shares of common stock of FNF, FIS, or FNT may trade subsequent to the announcement or consummation of the transactions.
 
The following is a brief summary of the material financial analyses performed by Bear Stearns and presented to the FNF special committee in connection with rendering its fairness opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Bear Stearns, and the order of analyses described does not represent the relative importance or weight given to the analyses performed by Bear Stearns.
 
Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully the financial analyses, the summary data and tables must be read together with the full text of the analyses. Considering the summary data and tables alone could create a misleading or incomplete view of Bear Stearns’ financial analyses.
 
Bear Stearns estimated the sum-of-the-parts value for the FNF common stock. This analysis included an estimate of the values for each of FIS and FNT and the contributed assets. The contributed assets consist of FNF’s specialty insurance businesses, including flood insurance, homeowners insurance, home warranty insurance, Disclosure Source, its approximate 40% interest in Sedgwick CMS, and certain other miscellaneous assets. FIS, FNT and the transferred business were valued using the methodologies discussed below. This analysis indicated that the sum-of-the-parts per share of FNF common stock was greater than (i) the closing price for FNF common stock on April 24, 2006 (the trading day prior to the announcement of the transactions contemplated by the original distribution agreement and the original merger agreement), which we refer to as the pre-announcement trading price, and (ii) the average market value for FNF common stock for the period between February 1, 2006 (the closing date of the merger between FIS and Certegy, Inc.) and April 24, 2006, which we refer to as the average trading price.
 
Bear Stearns also compared the pre-announcement trading price and the average trading price to the closing price for the FNF common stock on April 27, 2006, the date of the announcement, and to the average of selected Wall Street research analyst 52-week stock price targets for the FNF common stock as of June 23, 2006. Additionally, Bear Stearns compared the pre-announcement trading price, the average trading price, and the theoretical (no holdco discount) sum of the parts value of FNF, assuming (i) FNT shares trade at a median EPS multiple in line with the comparable companies, which is referred to as the FNT comparable value, (ii) FIS shares trade at its current 2006 cash net income multiple and (iii) the transferred business is valued at the mid-point of the reference range described below at $1.015 billion (assuming 184.0 million fully diluted FNF shares outstanding and the residual cash balance of $29.5 million is distributed to FNF stockholders), to estimates of the pro-forma market value of the FNT and FIS common stock to be received by FNF stockholders in the spin-off and the merger assuming (i) FNT shares trade at the FNT comparable value, more fully described below, and (ii) FIS trades at its current 2006 cash net income multiple. Bear Stearns also compared the pre-announcement trading price, the average trading price, and the theoretical (no holdco discount) sum of the parts value of FNF, to estimates of the pro forma market value of the FNT and FIS common stock to be received by FNF stockholders in the spin-off and the merger assuming (i) FNT shares trade at the weighted average of the median multiples of EPS of the comparable companies and the multiple implied by the earnings of the transferred business, which is referred to as the blended value, more fully described below, and (ii) the FIS shares trade in line with the median cash net income multiple of the comparable companies, which is referred to as the FIS comparable value, as described below. These analyses demonstrated that these pro forma valuations of the FNF common stock and the FIS common stock to be received by FNF stockholders in the spin-off and the merger were higher than both the pre-announcement trading price and the average trading price and were essentially greater than or equal to the theoretical (no holdco discount) sum of the parts value of FNF.


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Fairness of Exchange Ratio in the Merger.  Bear Stearns reviewed eight completed step-up spin-offs of majority owned publicly traded subsidiaries that were completed since 1995. Although the combination of FNF and FIS is structured as a merger, Bear Stearns concluded that the step-up spin-offs listed below were highly relevant precedent transactions. The following table identifies the eight step-up spin-offs reviewed by Bear Stearns.
 
                     
Precedent Step-Up Spin-Offs
            Parent Econ.
  Parent Econ.
   
Date
          Ownership
  Ownership
  Share to Share
Closed   Parent Company   Subsidiary   Pre-Spin   Post-Spin   Exchange Ratio
 
1/30/04
  Centex Corp.   Eagle Materials, Inc.   64%   0%   1:1
11/29/01
  Unitrin Inc.   Curtiss-Wright Corp.   54%   0%   1:1
10/10/00
  St. Joe Co.   Florida East Coast Industries, Inc.   54%   0%   1:1
6/20/00
  Silicon Graphics, Inc.   MIPS Technologies, Inc.   67%   0%   1:1
10/22/99
  Harcourt General, Inc.   The Neiman Marcus Group, Inc.   54%   10%   1:1
7/27/99
  IMS Health, Inc.   Gartner, Inc.   47%   7%   1:1
10/02/95
  Peter Kiewit Sons’, Inc.   MFS Communications Co.   67%   0%   1:1
7/15/95
  Freeport McMoRan Inc.   Freeport McMoRan Copper & Gold Inc.   68%   0%   1:1
 
Bear Stearns also identified two completed distributions of minority-owned publicly traded subsidiaries that were structured like the merger. These transactions were the spin-off of Seagate Technology (33% owned by Veritas Software) on November 21, 2000 and the spin-off of Petrie Stores (14% owned by Toys “R” Us) on November 29, 2001. The exchange ratio in each of these transactions was set at a discount for the large shareholder (14.6% in the case of Seagate Technology and 8.2% in the case of Petrie Stores).
 
Bear Stearns noted that all of the precedent transactions identified above occurred at parity or a discount. It found no example of a parent company in a similar situation to the merger obtaining a control premium from the public.
 
Pro-Forma Valuation of FIS for Purposes of the Sum of the Parts Valuation.  Bear Stearns compared certain operating, financial, trading, and valuation information for FIS to certain publicly available operating, financial, trading, and valuation information for seven selected companies, which in Bear Stearns’ judgment, were reasonably comparable to FIS for purposes of this analysis. The comparable companies were selected because they offer products and services similar to those of FIS. These companies were:
 
  •  First Data Corporation
 
  •  Fiserv, Inc.
 
  •  Alliance Data Systems Corporation
 
  •  Checkfree Corporation
 
  •  Global Payments Inc.
 
  •  Jack Henry & Associates, Inc.
 
  •  Open Solutions Inc.
 
For each of FIS and the comparable companies listed above, Bear Stearns analyzed multiples of enterprise value (which is referred to as EV and is calculated as the sum of the value of the common equity on a fully diluted basis and the value of net debt, any minority interest and preferred stock) divided by estimated earnings before interest, income taxes, depreciation and amortization, which is referred to as EBITDA, for the calendar years ending December 31, 2006 and 2007. Bear Stearns also analyzed multiples of each company’s stock price divided by (i) estimated earnings per share, which is referred to as EPS, and (ii) estimated cash earnings per shares, which is referred to as CPS, in each case for the calendar years ending December 31, 2006 and 2007. Further, Bear Stearns


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analyzed each company’s price to CPS ratio divided by its estimated long-term earnings growth, which is referred to as Cash PEG, for the calendar year ending December 31, 2006 and each company’s estimated cost of equity, which is referred to as cost of equity. This analysis was compiled using First Call consensus Wall Street research estimates of EBITDA, EPS, CPS, and long-term earnings growth for the calendar years ending December 31, 2006 and 2007 (as applicable). Cost of equity was computed for each company based on the interpolated yield on the 20-year US Treasury bond of 5.24% as of June 17, 2006 as reported by Bloomberg, Barra Betas as of May 31, 2006, and an equity risk premium of 6.04% and market capitalization size premiums as reported by Ibbotson Associates. Bear Stearns calculated the following range of multiples for the above comparable public companies:
 
                                 
                      Harmonic
 
Multiple
  FIS     Mean     Median     Mean(1)  
 
EV/2006E EBITDA
    9.8 x     11.2 x     11.1 x     10.9x  
EV/2007E EBITDA
    8.0 x     10.2 x     10.4 x     10.0x  
Price/2006E EPS
    20.4 x     23.1 x     23.4 x     22.1x  
Price/2007E EPS
    17.0 x     19.5 x     18.4 x     18.9x  
Price/2006E CPS
    16.9 x     20.2 x     17.7 x     19.4x  
Price/2007E CPS
    14.5 x     17.6 x     15.5 x     17.0  
Cash PEG 2006E
    1.36 x     1.19 x     1.19 x     1.11  
Cost of Equity
    11.3 %     12.4 %     12.8 %     NA  
 
 
(1) Harmonic mean excludes FIS. The harmonic mean is a specialized average computed as the reciprocal of the arithmetic mean of the reciprocals of the values.
 
Based on the selected comparable company analysis and the twelve-month EBITDA and CPS Wall Street estimates for FIS for calendar year 2006, Bear Stearns derived an implied FIS share price range of $32.00 to $47.00 utilizing 9.0-12.0x 2006 EV/EBITDA and 17.0 to 22.0x 2006 Price/CPS. Based on the selected comparable company analysis and the twelve month EBITDA and CPS Wall Street estimates for FIS for calendar year 2007, Bear Stearns derived an implied FIS share price range of $35.50 to $51.00 utilizing 8.0-10.5x 2007 EV/EBITDA and 15.0 to 19.0x 2007 Price/CPS. Bear Stearns noted that the historical trading range for the FIS common stock since the announcement of the FIS-Certegy merger on September 15, 2005 through June 23, 2006 was $35.15 to $43.45, which is within the range of implied values based on the selected comparable company analysis.
 
For purposes of the sum of the parts valuation, Bear Stearns noted that FIS shares trade at a 16.9x cash net income multiple, based on the closing price of the common stock on June 23, 2006, which is referred to as the current value. Bear Stearns derived an implied value of an FIS share for these purposes based on the assumption that FIS trades in line with the median multiple of its comparables (17.7x 2006E CPS), which is referred to as the FIS comparable value. Applying a conversion ratio of 0.538 shares of FIS common stock for each outstanding share of FNF common stock, the implied value of the FIS shares to be distributed in the merger at the current value is $19.22 per FNF common share (implying a value of $35.76 per FIS share) and the implied value of the shares of FIS common stock to be issued in the merger at the FIS comparable value is $20.13 per FNF common share (implying a value of $37.44 per FIS share). Bear Stearns noted that both the current value and the comparable value are within the range of implied share prices for the FIS common stock derived as described in the preceding paragraph.
 
Pro Forma Valuation of FNT for Purposes of the Sum of the Parts Valuation. Bear Stearns compared certain operating, financial, trading, and valuation information for FNT to certain publicly available operating, financial, trading, and valuation information for three selected companies, which in Bear Stearns’ judgment, were reasonably comparable to FNT for purposes of this analysis. The comparable companies were selected because they offer products and services similar to those of FNT. These companies were:
 
  •  The First American Corporation
 
  •  LandAmerica Financial Group Incorporated
 
  •  Stewart Information Services Corporation


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For each of FNT and the comparable companies listed above, Bear Stearns analyzed the price to EPS ratios for the calendar years ending December 31, 2006 and 2007; the long-term growth rate in First Call earnings per share estimates, which is referred to as LTGR; cost of equity; price to EPS ratio to its earnings growth rate (which is referred to as PEG) for the calendar years ending December 31, 2006 and 2007; dividend yield (computed by dividing the stock price on June 23, 2006 by the annualized dividend based on the most recent dividend); long-term growth rate plus its dividend yield; stock price divided by book value; and title insurance revenue as a percentage of total revenue. This analysis was compiled using First Call consensus Wall Street research estimates of EPS and long-term growth rate for the calendar years ending December 31, 2006 and 2007 (as applicable). Cost of equity was computed for each company based on the interpolated yield on the 20-year US Treasury bond of 5.24% as of June 17, 2006 as reported by Bloomberg, Barra Betas as of May 31, 2006, and an equity risk premium of 6.04% and market capitalization size premiums as reported by Ibbotson Associates. Bear Stearns calculated the following range of multiples for the above comparable public companies:
 
                                 
                      Harmonic
 
Multiple
  FNT     Mean     Median     Mean(1)  
 
Price/2006E EPS
    7.2 x     9.6 x     9.8 x     9.6x  
Price/2007E EPS
    7.2 x     8.8 x     9.0 x     9.6x  
First Call LTGR
    9.0 %     9.5 %     9.0 %     NA  
Cost of Equity
    11.0       11.9 %     12.2 %     NA  
PEG 2006E
    0.80 x     1.03 x     1.09 x     1.01x  
PEG 2007E
    0.80 x     0.95 x     0.92 x     0.93x  
Dividend Yield
    5.6 %     1.7 %     1.8 %     NA  
LTGR plus Div. Yield
    14.6 %     11.2 %%     11.0 %     NA  
Price/Book Value
    1.4 x     1.0 x     0.9 x     1.0x  
Title Revenue as a % of Co. Revenue
    96.8 %     87.3 %     92.4 %     NA  
 
 
(1)  Harmonic mean excludes FIS. The harmonic mean is a specialized average computed as the reciprocal of the arithmetic mean of the reciprocals of the values.
 
Based on the selected comparable company analysis and the twelve-month Wall Street EPS estimates for FNT for the calendar years ended December 31, 2006 and 2007, Bear Stearns derived an implied an FNT share price range of $26.00 to $28.50 (utilizing a 9.0-10.0x 2006E EPS multiple) and an implied FNT share price range of $23.50 to $26.50 (utilizing a 8.25-9.25x 2007E EPS multiple).
 
For purposes of the sum of the parts valuation, Bear Stearns derived an implied value of an FNT share after the contribution by FNF to FNT of the transferred business based on the sum of (a) the value of FNT’s pro forma 2006E EPS based on the median multiple of its comparables (9.8x 2006E EPS) and (b) the value attributed to the non-earning assets of the transferred business. This is referred to as the FNT comparable value. Bear Stearns also derived an implied value of an FNT share after the contribution by FNF to FNT of the transferred business based on the sum of (a) the value of FNT’s pro forma 2006E EPS based on a 10.2x multiple, which is the weighted average of the median multiple of the comparable companies (9.8x 2006E EPS) and the multiple implied by the earnings of the transferred business (11.7x 2006E EPS), and (b) the value attributed to the non-earning assets of the transferred business. This is referred to as the blended value. Assuming that 1.056 shares of FNT stock are distributed in the spin-off under the distribution agreement on each share of FNF common stock, the implied value of the FNT shares to be distributed in the spin-off at the comparable value is $27.11 per share of FNF common stock (implying a value of $25.68 per FNT share) and the implied value of the FNT shares to be distributed in the spin-off at the blended value is $28.23 per share of FNF common stock (implying a value of $26.74 per FNT share). Bear Stearns noted that both the FNT comparable value and the blended value are within the range of implied share prices for the FNT common stock derived as described above.
 
Bear Stearns reviewed 15 selected comparable precedent merger and acquisition transactions (which are referred to as the comparable transactions) completed since 1998. However, valuation data are publicly available for only four of the comparable transactions. In light of the limited valuation data and the highly cyclical nature of the


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industry in which FNT competes, the use of comparable transaction data was determined by Bear Stearns as not being a very meaningful valuation tool in the context of its opinion.
 
Pro Forma Valuation of the Other Businesses for Purposes of the Sum of the Parts Valuation.  Bear Stearns employed a variety of valuation methodologies in valuing the seven principal businesses included in the transferred business, including: comparable company trading analyses (based on multiples of 2006 and 2007 estimated net income or normalized net income, multiples of 2006 and 2007 estimated EBITDA and normalized EBITDA and multiples of book value); comparable transaction analyses; historical cost basis and book value; and discounted cash flow. The particular methodology used in any particular case was determined based on the nature of the business and the availability and relevance of valuation data. Based on its analysis, Bear Stearns derived an implied value for the transferred business of between $900 million and $1.130 billion.
 
Bear Stearns also analyzed the implied value of the transferred business in comparison with the implied value of the FNT stock received by FNF as part of the asset contribution pursuant to the distribution agreement. Bear Stearns derived an implied value of the FNT stock to be received by FNF as part of the asset contribution of between $940 million and $1.175 billion. The value at the lower end of the range is based on the closing price of the FNT stock of $20.55 on June 23, 2006. The value at the upper end of the range assumes that FNT will trade at the comparable value of $25.68. Bear Stearns noted that the implied value of the FNT stock to be received is greater than the implied value of the transferred business at both the lower end and upper end of the range.
 
The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant assumptions and financial analyses and the application of those methods to the particular circumstances involved. Such an opinion is therefore not readily susceptible to partial analysis or summary description, and taking portions of the analyses set out above, without considering the analysis as a whole, would create an incomplete and misleading picture of the processes underlying the analyses considered in rendering the Bear Stearns opinion. Bear Stearns based its analysis on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific factors. Bear Stearns did not form an opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support the Bear Stearns opinion. In arriving at its opinion, Bear Stearns considered the results of all its analyses and did not attribute any particular weight to any one analysis or factor. Bear Stearns arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and believes that the totality of the factors considered and analyses performed by Bear Stearns in connection with its opinion operated collectively to support its determination as to the fairness, from a financial point of view, to FNF and the stockholders of FNF of the original conversion ratio, the original FNT exchange number and the spin-off, taken as a whole. The analyses performed by Bear Stearns, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses.
 
None of the public companies used in the comparable company analysis described above are identical to FNF, FIS, FNT or the subject companies, and none of the precedent transactions used in the precedent transactions analysis described above are identical to the spin-off or the merger. Accordingly, an analysis of publicly traded comparable companies and comparable precedent transactions is not mathematical; rather it involves complex considerations and judgments concerning the differences in financial and operating characteristics of the companies and precedent transactions and other factors that could affect the value of FNF, FIS, FNT, or the transferred business and the public trading values of the companies and precedent transactions to which they were compared. The analyses do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future.
 
The form and amount of consideration payable in the spin-off and the merger were determined through negotiations between FNF, FIS and FNT, and were approved by the board of directors of FNF. The Bear Stearns opinion was just one of the many factors taken into consideration by FNF’s board of directors. Consequently, Bear Stearns’ analysis should not be viewed as determinative of the decision of FNF’s board of directors with respect to the fairness of the consideration to be received by holders of FNF common stock.
 
Pursuant to the terms of Bear Stearns’ engagement letter, FNF has agreed to pay Bear Stearns a cash fee of $10 million, payable upon completion of the merger. In addition, a fee of $2 million was payable to Bear Stearns


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upon rendering of its fairness opinion, which will be credited against the fee payable upon completion of the merger. FNF has also agreed to reimburse Bear Stearns for reasonable out-of-pocket expenses incurred by Bear Stearns in connection with its engagement and the transactions contemplated by the merger agreement, including reasonable fees and disbursements of its legal counsel. FNF has agreed to indemnify Bear Stearns against certain liabilities arising out of or in connection with Bear Stearns’ engagement.
 
Bear Stearns has been previously engaged by FNF and FIS and by Thomas H. Lee Partners, Texas Pacific Group and Evercore Capital Partners and their affiliates, who have ownership positions in certain affiliates of FNF, to provide certain investment banking and other services for which Bear Stearns received customary fees. Cary H. Thompson, a Senior Managing Director of Bear Stearns, serves on the boards of directors of FNF and FIS. In the ordinary course of business, Bear Stearns and its affiliates may actively trade the equity and debt securities and/or bank debt of FNF, FIS and/or FNT and their respective affiliates for its own account and for the account of its customers and, accordingly, may at any time hold a long or short position in such securities or bank debt.
 
Interests of Directors and Executive Officers in the Merger
 
Certain members of the FIS and FNF boards of directors and executive officers of FIS and FNF, in their capacities as such, have certain interests in the merger that are in addition to or different from their interests as FIS and FNF stockholders generally. Both FIS’s and FNF’s board of directors were aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated thereby.
 
Employment and Compensation Matters
 
William P. Foley, II, the chairman of FIS’s board of directors, is also the chairman of the board of directors and chief executive officer of FNF and the Chairman of FNT’s board. In connection with the proposed transactions, Mr. Foley will become FIS’s Executive Chairman and the Chief Executive Officer of FNT.
 
In connection with the proposed transactions, FIS will enter into a new employment agreement with Mr. Foley, the proposed terms of which are described below, and he will also receive a grant of 830,000 options to purchase shares of FIS’s common stock, with 3 year graded vesting (1/3 each year) and a 7 year term, immediately following the merger. Additionally, Mr. Foley currently holds 5,408,216 options to purchase FNF common stock, a portion of which will be converted into options to purchase FIS or FNT stock as described below, although 3,856,684 of such options will be exercised or cashed out prior to the spin-off pursuant to the terms of the option letter agreement among FNF, William P. Foley, II, Alan L. Stinson and Brent B. Bickett. See “The Merger Agreement — Principal Covenants and Agreements — Other Covenants and Agreements — Option Letter” beginning on page 81. In addition, Mr. Foley owns, in the aggregate, 5,752,040 shares including 110,000 restricted shares of FNF common stock and will receive shares of FIS’s common stock, with the shares received in respect of restricted stock to be subject to the same terms, conditions and restrictions, in respect thereof in connection with the merger. Other officers and directors of FNF and FIS also own shares of FNF stock, FNF options and restricted stock that will be similarly treated in connection with the merger.
 
FIS’s compensation committee has approved the terms of an employment agreement with Mr. Foley. Pursuant to the agreement, Mr. Foley will serve as FIS’s Executive Chairman. Mr. Foley will receive an annual base salary of $500,000, with an annual cash bonus opportunity equal to 300% of his annual base salary. In the event of a termination of Mr. Foley’s employment by FIS for any reason other than cause or disability, or in the event of a termination by Mr. Foley for good reason or for any reason during the 6-month period immediately following a change in control, he will receive (i) any accrued obligations, (ii) a prorated annual bonus, (iii) a lump-sum payment equal to 300% of the sum of his (x) annual base salary and (y) the highest annual bonus paid to him within the 3 years preceding his termination, (iv) immediate vesting and/or payment of all FIS equity awards, and (v) continued receipt of life and health insurance benefits for a period of 3 years, reduced by comparable benefits he may receive from another employer. The agreement expressly provides that no event or transaction which is entered into, is contemplated by, or occurs as a result of the distribution agreement or the merger agreement between FNF and FIS will constitute a change in control under the agreement. It is intended that FIS will also enter in employment agreements with certain other FIS executive officers who, along with Mr. Foley, will serve as executive officers of


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both FIS and FNT. Specifically, FIS will enter into an employment agreement immediately following the spin-off with Brent B. Bickett and with Alan L. Stinson, both of whom will serve as dual executive officers. With respect to each of Messrs. Bickett and Stinson, the FIS compensation committee has approved an annual base salary of $300,000, with an annual cash bonus opportunity equal to 150% of his annual base salary. In addition, Messrs. Bickett and Stinson will each receive a grant of 230,000 options to purchase shares of FIS common stock, with 3 year graded vesting (1/3 each year) and a 7 year term, immediately following the merger.
 
Also in connection with the proposed transactions, FNT will enter into a new employment agreement with Mr. Foley, the proposed terms of which are described below, and he will also receive a grant of 475,000 shares of FNT restricted stock. FNT’s compensation committee has approved the terms of an employment agreement with Mr. Foley, which agreement will become effective immediately following the spin-off. Pursuant to the agreement, Mr. Foley will serve as FNT’s Chief Executive Officer. Mr. Foley will receive an annual base salary of $500,000, with an annual cash bonus opportunity equal to 300% of his annual base salary. In the event of a termination of Mr. Foley’s employment by FNT for any reason other than cause or disability, or in the event of a termination by Mr. Foley for good reason or for any reason during the 6-month period immediately following a change in control, he will receive (i) any accrued obligations, (ii) a prorated annual bonus, (iii) a lump-sum payment equal to 300% of the sum of his (x) annual base salary and (y) the highest annual bonus paid to him within the 3 years preceding his termination, (iv) immediate vesting and/or payment of all FNT equity awards, and (v) continued receipt of life and health insurance benefits for a period of 3 years, reduced by comparable benefits he may receive from another employer. The agreement expressly provides that no event or transaction which is entered into, is contemplated by, or occurs as a result of the distribution agreement or the merger agreement between FNF and FIS will constitute a change in control under the agreement. It is intended that FNT will also enter in employment agreements with certain other FNT executive officers who, along with Mr. Foley, will serve as executive officers of both FNT and FIS. Specifically, FNT will enter into an employment agreement immediately following the spin-off with Alan L. Stinson and with Brent B. Bickett, both of whom will serve as dual executive officers. With respect to each of Messrs. Bickett and Stinson, the FNT compensation committee has approved an annual base salary of $300,000, with an annual cash bonus opportunity equal to 150% of his annual base salary. In addition, Messrs. Bickett and Stinson will each receive a grant of 130,000 shares of FNT restricted stock, with 3 year graded vesting (1/3 each year), immediately following the spin-off.
 
Under the distribution agreement, FNT has agreed to indemnify each person who, prior to the closing, was an officer or director of FNF to the same extent that such officer or director was indemnified by FNF under FNF’s charter and by-laws. FNT will also purchase and maintain for at least six years after date of closing a directors’ and officers’ insurance policy insuring directors, officers and employees of FNF and its subsidiaries (but not directors, officers or employees of FIS and its subsidiaries acting in their capacity as such) and providing coverage at least as favorable to the insured persons as FNF’s current director’s and officer’s insurance.
 
In addition, the FNF Compensation Committee is evaluating paying transaction bonuses to a group of officers of FNF, including Messrs. Foley, Stinson, and Bickett. The purpose of the transaction bonus is to reward certain officers for their efforts towards successful completion of the merger and the proposed transactions. The merger is the final step of FNF’s long-term strategy, which has included previous acquisitions (Alltel Information Services for example) and reorganizations. The result of FNF’s long-term strategy has been the creation of significant value for shareholders and a rate of return that has consistently exceeded that of the S&P 500 since 1987. If FNF shareholders approve the proposed transactions and the Committee is confident that the transactions will close, the Committee will grant the transaction bonuses (the bonuses would be paid just prior to the closing of the spin-off). Although no bonus will actually be granted by the Committee until shortly prior to the spin-off, the Committee currently would expect to award Mr. Foley a bonus of $19.0 million and Messrs. Stinson and Bickett each a bonus of $2.2 million. The other officers would receive aggregate bonuses of $1.6 million. The FNF special committee has reviewed the proposed transaction bonuses and approved the grant thereof in connection with the transaction.
 
FIS’s Board of Directors After the Merger
 
Richard N. Massey, who is currently a member of the FNF board of directors, will join the FIS board of directors upon consummation of the merger as a member of the class of directors whose terms expire in 2007. Mr. Massey is currently Executive Vice President and General Counsel of Alltel Corporation and has been since


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January 2006. From 2000 until 2006 Mr. Massey served as Managing Director of Stephens, a private investment bank, during which time his financial advisory practice focused on software and information technology companies.
 
FIS Executive Officers after the Merger
 
The following sets forth the expected position of each individual effective upon the completion of the merger:
 
     
    Expected Position with
Name and Age
 
FIS after the Merger
 
William P. Foley, II
  Executive Chairman
Lee A. Kennedy
  President and Chief Executive Officer
Brent B. Bickett
  Executive Vice President, Strategic Planning
Jeffrey S. Carbiener
  Executive Vice President and Chief Financial Officer
Michael L. Gravelle
  Executive Vice President, Legal
Gary A. Norcross
  Executive Vice President, Integrated Financial Solutions
Fred Parvey
  Executive Vice President and Chief Information Officer
Peter T. Sadowski
  Executive Vice President, Legal
Frank R. Sanchez
  Executive Vice President, Enterprise Banking Solutions
Michael A. Sanchez
  Executive Vice President, International
Dan Scheuble
  Executive Vice President, Mortgage Processing Services
Ernie D. Smith
  Executive Vice President
Eric Swenson
  Executive Vice President, Lender Processing Services
Brian Hershkowitz
  Executive Vice President, Lender Processing Services
Alan L. Stinson
  Executive Vice President, Finance
 
Information about the current FIS and FNF executive officers can be found in each company’s Annual Report on Form 10-K/A for the year ended December 31, 2005, incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 1.
 
FNT Board of Directors after the Spin-off
 
Douglas K. Ammerman, Thomas M. Hagerty, Daniel D. Lane and Cary H. Thompson, each of whom is a member of FNF’s board of directors, will each join the FNT board of directors upon completion of the spin-off. Each non-employee director of FNT will receive a grant of FNT restricted stock upon completion of the spin-off.
 
Accounting Treatment
 
U.S. generally accepted accounting principles require that one of the two parties to the merger be designated as the acquirer for accounting purposes. However, Financial Accounting Standards Board Technical Bulletin 85-5, “Issues Relating to Accounting for Business Combinations” provides that if a transaction lacks substance, it is not a purchase event and should be accounted for based on existing carrying amounts. In the proposed transaction, because the minority interest of FIS does not change and in substance the only assets and liabilities of the combined entity after the exchange are those of FIS prior to the exchange, a change in ownership of the minority interest has not taken place, and the exchange should be accounted for based on the carrying amounts of FIS’s assets and liabilities. FIS believes that in the merger there is no change in the value held by the existing minority interest shareholders and the only assets and liabilities of the combined entity after the transaction are those owned by FIS prior to the transaction and therefore the merger should be accounted for at historical cost.


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Dissenters’ Rights
 
FIS Shareholders
 
Under the Georgia Business Corporation Code, which we refer to as the GBCC, the holders of FIS common stock are not entitled to dissenters’ rights with respect to the merger.
 
FNF Stockholders
 
Under the Delaware General Corporate Law, which we refer to as the DGCL, the holders of FNF common stock are not entitled to dissenters’ rights in connection with the merger.
 
Delisting and Deregistration of FNF Common Stock
 
If the merger is completed, FNF common stock will be delisted from the NYSE and will be deregistered under the Exchange Act and FNF will no longer be required to file periodic and other reports with the SEC. The FNF stockholders will become FIS shareholders and their rights as shareholders will be governed by applicable Georgia law and by FIS’s articles of incorporation and bylaws. See “Comparison of Shareholder Rights and Corporate Governance Matters” beginning on page 149.
 
Regulatory Approvals Required for the Merger
 
Applications or notifications may be filed with certain regulatory authorities in connection with acquisitions or changes in control of subsidiaries of FIS and FNF that may be deemed to result from the merger, although no required approvals have to date been identified. Although FIS and FNF do not currently expect that any of the foregoing regulatory authorities will raise any significant concerns in connection with their review of the merger, there can be no assurance that FIS and FNF will obtain all required regulatory approvals, or that those approvals will not include terms, conditions or restrictions that may have an adverse effect on FIS or FNF. As discussed elsewhere in this proxy statement/prospectus, there are a number of insurance regulatory approvals required for the transactions contemplated by the distribution agreement; although they have all been applied for, no assurance can be given that they will all be obtained.
 
Other than the filings described above, neither FIS nor FNF is aware of any regulatory approvals required to be obtained, or waiting periods that must expire, to complete the merger. If they discover that other approvals or waiting periods are necessary, they will seek to comply with them. If any additional approval or action is needed, however, FIS or FNF may not be able to obtain it, as is the case with respect to other necessary approvals. Even if FIS and FNF do obtain all necessary approvals, conditions may be placed on any such approval that could cause either FIS or FNF to abandon the merger.
 
Federal Securities Laws Consequences; Resale Restrictions
 
All shares of FIS common stock that will be distributed to FNF stockholders in the merger will be freely transferable, except for restrictions applicable to “affiliates” of FNF or FIS and except that resale restrictions may be imposed by securities laws in non-U.S. jurisdictions insofar as subsequent trades are made within those jurisdictions. Persons who are deemed to be affiliates of FNF or FIS may resell shares of FIS common stock received by them only in transactions permitted by the resale provisions of Rule 145 of the rules and regulations promulgated under the Securities Act or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of FNF or FIS generally include executive officers, directors and holders of more than 10% of the outstanding shares of FNF or FIS. The merger agreement requires FNF to use all reasonable efforts to cause each of its directors and executive officers who FNF believes may be deemed to be affiliates of FNF to execute a written agreement to the effect that those persons will not sell, assign or transfer any of the shares of FIS common stock issued to them in the merger unless that sale, assignment or transfer has been registered under the Securities Act, is in conformity with Rule 145 or is otherwise exempt from the registration requirements under the Securities Act.
 
This proxy statement/prospectus does not cover any resales of the shares of FIS common stock to be received by FNF stockholders in the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.


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SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
 
The following is a summary of the material U.S. federal income tax consequences of the spin-off and merger. This summary is based on the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, on the Treasury Regulations promulgated thereunder, and on judicial and administrative interpretations thereof, all as in effect on the date of this summary and all of which are subject to change (possibly on a retroactive basis).
 
This summary does not address all of the U.S. federal income tax consequences that may be relevant to the particular circumstances of an FNF stockholder or FIS shareholder, and it does not address the effect of any foreign, state or local tax law on a FNF stockholder or an FIS shareholder. In addition, this summary does not address tax consequences for any holder other than a U.S. Holder, as defined below. This summary assumes that the FNF stock or FIS stock is held as a capital asset.
 
For purposes of this summary, a “United States Holder” is a holder of FIS stock or FNF stock that is (i) an individual who is a citizen or resident of the United States; (ii) a corporation or other entity taxable as a corporation for United States federal income tax purposes created or organized in the United States or under the laws of the United States or of any state, (iii) an estate, the income of which is subject to U.S. federal taxation regardless of its source; or (iv) a trust, if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions. A U.S. Holder does not include, and this summary does not address the tax consequences to, certain persons subject to special provisions of United States federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, partnerships, real estate investment trusts, regulated investment companies, broker-dealers, persons who hold the FNF stock or FIS stock as part of a straddle, a hedge, a constructive sale or a conversion transaction, holders of FNF stock or FIS stock whose functional currency is other than the United States dollar, persons who acquired their shares of FIS stock or FNF stock through the exercise of employee stock options or other compensation arrangements, or pass-through entities and investors therein.
 
This summary is for general information purposes only and it is not intended to be, and should not be construed to be, legal or tax advice to any particular holder. Consequently, holders are advised to consult their own tax advisors to determine the application of U.S. federal income tax laws to their particular situation, as well as any tax consequences arising under the laws of any state, local or foreign taxing authority or under any applicable treaty.
 
The spin-off is conditioned upon the receipt by FNF of a ruling from the IRS and an opinion of Deloitte Tax LLP, special tax advisor to FNF, together to the effect that the spin-off will be tax free for both FNF and the stockholders of FNF under Section 355 and related provisions of the Code. The merger is conditioned upon FNF’s receipt of a ruling from the IRS, or FNF’s obtaining an opinion from Deloitte Tax LLP and FIS’s obtaining an opinion from Weil, Gotshal & Manges LLP, special tax counsel to FIS, to the effect that the merger will be treated as a tax-free reorganization within the meaning of Section 368(a) of the Code. Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling are untrue or incomplete in any respect, then the ruling may not be relied upon. Any opinions will be based on, among other things, certain assumptions and representations as to factual matters made by FNF, FNT and/or FIS, which, if incorrect or inaccurate in any respect, could prevent those opinions from being relied upon. Any opinions will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the opinions.
 
U.S. Federal Income Tax Consequences of the Spin-Off.  FNF has requested an IRS ruling, and expects that the IRS ruling and tax opinion on the spin-off together will conclude the following with respect to the spin-off: (i) no gain or loss will be recognized by (and no amount will be included in the income of) FNF common stockholders upon the receipt of shares of FNT common stock in the spin-off except to the extent of any cash received in lieu of a fractional share of FNT common stock; (ii) the aggregate tax basis of the FNF common stock and the FNT common stock (including any fractional share interest deemed to be received and exchanged for cash) in the hands of each FNF common stockholder after the spin-off will equal the aggregate tax basis of the FNF common stock held by the stockholder immediately before the spin-off, allocated between the FNF common stock and the FNT common stock in proportion to the relative fair market value of each on the date of the spin-off; and (iii) the holding period of the FNT common stock received by an FNF common stockholder will include the holding period at the time of the spin-off of the FNF common stock on which the distribution is made.


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The spin-off would become taxable to FNF (and to its successor after the merger, FIS) pursuant to Section 355(e) of the Code if 50% or more of the shares of either FNF common stock (taking into account FIS common stock, as successor to FNF after the merger) or 50% or more of the FNT common stock were acquired, directly or indirectly, as part of a plan or series of related transactions that included the spin-off. Because the FNF stockholders will own more than 50% of the FIS common stock following the merger, the merger, standing alone, will not cause the spin-off to be taxable to FNF under Section 355(e). However, if the IRS successfully asserted that acquisitions of FNF common stock or FIS common stock, either before or after the spin-off, were part of a plan or series of related transactions that include the spin-off, such determination likely would result in the recognition of gain by FNF under Section 355(e) taking into account that the merger will result in an acquisition of approximately 49% of the stock of FIS pursuant to a plan that includes the spin-off. In any such case, the gain recognized by FNF would equal the fair market value of all of the stock in FNT that FNF owns (including the FNT common stock FNF receives for the asset contribution to FNT) immediately prior to the spin-off minus FNF’s basis in the stock of FNT. FNF estimates the resulting tax on such gain to be in the range of $150 million and possibly more depending on the value of the FNT common stock at the time of the spin-off. Under the agreements executed by the parties, FNT would generally be required to indemnify FIS (as successor to FNF after the merger) against tax-related losses to FIS that arise if the spin-off were to become taxable under Section 355(e). However, FIS would be required to indemnify FNT if FIS had taken certain actions within its control that caused the spin-off to be taxable. See “The Merger Agreement — Other Covenants and Agreements — Tax Disaffiliation Agreement” beginning on page 81. If Section 355(e) were to cause the spin-off to be taxable to FNF and indemnifiable by FNT or FIS, the spin-off would remain tax-free to FNF’s stockholders, assuming the other requirements of Section 355 were otherwise satisfied.
 
As noted above, FNF stockholders will not be entitled to receive any fractional shares of FNT common stock in the spin-off. FNF stockholders otherwise entitled to receive fractional shares will instead be entitled to receive cash in lieu of fractional shares. An FNF stockholder generally will recognize capital gain or loss on any cash received in lieu of a fractional share of FNT common stock equal to the difference between the amount of cash received and the tax basis allocated to such fractional share. Such gain or loss will constitute long-term capital gain or loss if the holding period in the FNF common stock surrendered in the merger exceeds 12 months as of the date of the merger. The deductibility of capital losses is limited.
 
Non-corporate holders of FNF common stock may be subject to information reporting and backup withholding tax on any cash payments received in lieu of a fractional share interest in FNT common stock. Any such holder will not be subject to backup withholding tax, however, if such holder furnishes or has furnished a correct taxpayer identification number, and certifies that such holder is not subject to backup withholding tax, or is otherwise exempt from backup withholding tax. Any amounts withheld under the backup withholding tax rules will be allowed as a refund or credit against a holder’s United States federal income tax liability, provided that the holder furnishes the required information to the IRS.
 
U.S. Federal Income Tax Consequences of the Merger.  FNF has requested an IRS ruling, and expects to receive a ruling from the IRS in connection with the merger and that the ruling will conclude that: (i) FNF common stockholders will not recognize gain or loss on the exchange of their FNF common stock for shares of FIS common stock pursuant to the merger, except to the extent of any cash received in lieu of a fractional share of FIS common stock; (ii) an FNF stockholder’s tax basis in the FIS common stock received pursuant to the merger (including any fractional share interest deemed to be received and exchanged for cash) will equal the stockholder’s tax basis in the FNF common stock (as adjusted as a result of the spin-off) surrendered in exchange therefor; (iii) an FNF stockholder’s holding period for the FIS common stock received pursuant to the merger will include the holding period for the shares of FNF common stock surrendered in exchange therefor; and (iv) neither FNF nor FIS will recognize any gain or loss in the merger.
 
FNF stockholders will not be entitled to receive any fractional shares of FIS common stock in the merger. FNF stockholders otherwise entitled to receive fractional shares will instead be entitled to receive cash in lieu of fractional shares. An FNF stockholder generally will recognize capital gain or loss on any cash received in lieu of a fractional share of FIS common stock equal to the difference between the amount of cash received and the tax basis allocated to such fractional share. Such gain or loss will constitute long-term capital gain or loss if the holding


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period in the FNF common stock surrendered in the merger exceeds 12 months as of the date of the merger. The deductibility of capital losses is limited.
 
Non-corporate holders of FNF common stock may be subject to information reporting and backup withholding tax on any cash payments received in lieu of a fractional share interest in FIS common stock. Any such holder will not be subject to backup withholding tax, however, if such holder furnishes or has furnished a correct taxpayer identification number, and certifies that such holder is not subject to backup withholding tax, or is otherwise exempt from backup withholding tax. Any amounts withheld under the backup withholding tax rules will be allowed as a refund or credit against a holder’s United States federal income tax liability, provided that the holder furnishes the required information to the IRS.


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THE MERGER AGREEMENT
 
The following is a summary of certain material provisions of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference. This summary is subject and qualified in its entirety by reference to the merger agreement. We urge you to read carefully this entire proxy statement/prospectus, including the annexes and the other documents to which we have referred you.
 
The merger agreement, the distribution agreement and related documents have been described in and included with this proxy statement/prospectus to provide you with information regarding their terms. They are not intended to provide any factual, business, or operational information about FIS, FNF or FNT. Such information can be found elsewhere in this proxy statement/prospectus and in the other public filings FIS, FNF and FNT make with the SEC, which are available without charge at www.sec.gov. The merger agreement contains representations and warranties FIS and FNF made to each other, and the distribution agreement contains representations and warranties FNT and FNF made to each other. These representations and warranties were made as of specific dates and are subject to qualifications and limitations agreed to by FIS and FNF in connection with negotiating the terms of the merger agreement and by FNT and FNF in connection with negotiating the terms of the distribution agreement. Moreover, these representations and warranties are subject to contractual standards of materiality that may be different from those generally applicable to disclosures to shareholders and in some cases these representations and warranties may have been made solely for the purpose of allocating risk between FIS and FNF (in the case of the merger agreement) and between FNT and FNF (in the case of the distribution agreement) and to provide contractual rights and remedies to the parties rather than to establish matters as facts. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of affairs.
 
Structure of the Merger
 
The merger agreement provides for the merger of FNF with and into FIS. Upon completion of the merger, the separate corporate existence of FNF will cease and FIS will continue as the surviving corporation.
 
Upon completion of the merger, we estimate that FNF’s former stockholders will own approximately 51.0% and FIS shareholders will own approximately 49.0% of the then outstanding shares of FIS common stock. FIS’s shareholders (other than FNF) will continue to own their existing shares, which will not be affected by the merger. Shares of FIS common stock will continue to be listed on the NYSE under the trading symbol “FIS.” Upon completion of the merger, FNF common stock, which is listed on the NYSE under the trading symbol “FNF,” will be delisted.
 
Consideration to be Received in the Merger
 
Conversion of FNF Common Stock.  At the effective time of the merger, each issued and outstanding share of FNF common stock will be converted into the right to receive that number of shares of FIS common stock equal to 96,521,877, divided by the aggregate number of shares of FNF common stock issued and outstanding immediately prior to the effective time of the merger. Alternatively, each issued and outstanding share of FNF common stock may be converted into the right to receive that number of shares of FIS common stock equal to 96,624,336, divided by the aggregate number of shares of FNF common stock issued and outstanding immediately prior to the effective time of the merger under certain circumstances described below. We refer to the number determined based on the foregoing calculations as the conversion ratio.
 
The aggregate number of shares of FIS common stock that current FNF stockholders will receive in connection with the merger depends on the number of shares of FIS common stock issued to FNF in connection with the Leasing merger. FNF Leasing currently owns 75% of FNF Capital LLC, and based on that 75% ownership, the number of shares of FIS common stock to be issued to FNF in connection with the Leasing merger is 307,377. In such event, the aggregate number of FIS shares to be issued to FNF stockholders would be 96,521,877. If FNF Leasing’s ownership of FNF Capital LLC increases to 100%, the number of shares of FIS common stock to be issued to FNF in connection with the Leasing merger would be 409,836. In such event, FNF stockholders will have the right to receive an aggregate of 96,624,336 shares of FIS common stock.
 
Unless otherwise noted, the disclosures in this document assume that FNF Leasing will continue to own only 75% of its subsidiary FNF Capital LLC. However, approval of the issuance of shares under the merger agreement will


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constitute approval of the issuance of all shares that may be issued, including any additional shares of FIS common stock that would be issued if FNF Leasing increased its ownership of its subsidiary FNF Capital LLC to 100%.
 
Fractional Shares.  FIS will not issue any fractional shares of FIS common stock in the merger. Any holder of shares of FNF common stock entitled to receive a fractional share of FIS common stock will be entitled to receive a cash payment in lieu thereof, in an amount equal to the holder’s proportionate interest in the net proceeds from the sale or sales in the open market by the exchange agent, on behalf of all such holders, of the shares of FIS common stock constituting the excess of (i) the number of whole shares of FIS common stock delivered to the exchange agent by FIS over (ii) the aggregate number of whole shares of FIS common stock to be distributed to holders of FNF common stock, referred to as the excess shares. As soon as practicable following the effective time of the merger, the exchange agent will determine the number of excess shares and, as agent for the former holders of FNF common stock, will sell the excess shares at the prevailing prices on the NYSE. The exchange agent will deduct from the proceeds of the sale of the excess shares all commissions, withholding taxes, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the exchange agent, incurred in connection with such sale of excess shares.
 
Exchange of Shares
 
On or promptly after the completion of the merger, Continental Stock Transfer and Trust, FNF’s exchange agent for purposes of the merger, will mail a transmittal letter to FNF stockholders, which transmittal letter will provide instructions for use in effecting the surrender of FNF stock certificates in exchange for FIS shares and, if applicable, cash in lieu of fractional shares. No stock certificates should be sent to either FNF or FIS.
 
Effect of Merger on FNF Equity Awards
 
Prior to the merger, FNF stock options and shares of restricted stock held by an FNT service provider will be replaced with FNT stock options and shares of restricted stock pursuant to the terms of the distribution agreement.
 
Stock Options
 
At the time of the merger, FIS will assume FNF stock options held by FIS service providers, with the same terms and conditions as the FNF options, but with equitable adjustments made to the exercise prices and the number of shares underlying the options to preserve the intrinsic value of the FNF stock options.
 
In addition, William P. Foley, II, Alan L. Stinson and Brent B. Bickett entered into an agreement with FNF on June 25, 2006, pursuant to which FNF has the right to cash out a certain number of the FNF stock options held by Messrs. Foley, Stinson and Bickett for their fair market value as of the date FNF elects to exercise such right or cause these individuals to exercise such options. To the extent FNF exercises its right under this agreement, it is required to do so immediately prior to the effective time of the spin-off under the distribution agreement or as near thereto as practicable. FNF’s right to cash out these FNF stock options or cause such options to be exercised is subject to the right of Messrs. Foley, Stinson and Bickett to exercise such stock options if doing so would not adversely affect the tax treatment of the transactions contemplated by the distribution agreement. With respect to the FNF stock options held by Messrs. Foley, Stinson and Bickett that are not subject to the agreement, and with respect to FNF stock options held by other dual service providers, 50% of such options will be assumed by FIS, as described above, and the remaining 50% of such options will be replaced with FNT stock options pursuant to the terms of the distribution agreement.
 
Restricted Stock
 
Prior to the merger, all holders of FNF restricted stock will receive FNT shares in connection with the spin-off in the same proportion with respect to their restricted stock as other FNF stockholders, with such shares subject to the same terms, conditions and restrictions applicable to the corresponding FNF restricted stock based upon continued service with FNT or FIS, as the case may be.
 
At the time of the merger, the shares of FNF restricted stock held by FIS service providers will be converted into shares of FIS restricted stock based on the conversion ratio. This FIS restricted stock will be subject to the same terms, conditions and restrictions applicable to the corresponding FNF restricted stock based upon continued service with FIS and its affiliates. With respect to the dual service providers, 50% of their FNF restricted stock will be replaced with FNT restricted stock and 50% will be converted into FIS restricted stock.


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FIS Stock Options
 
FIS stock options held by an employee or director of FIS or FNF who will be employed solely by or serve solely as a director of FNT will fully vest as of the effective time of the spin-off.
 
Holders of FIS Common Stock
 
FIS shareholders will not be directly affected by the merger, except that the percentage of total FIS common shares outstanding owned by FIS shareholders immediately prior to the consummation of the merger will be subject to dilution by FNF options assumed by FIS in connection with the merger. As of August 31, 2006, there were approximately 2.8 million FNF options outstanding that were held by employees of FIS or employees and directors of FNF that will become employees or directors of FIS in connection with the merger. Any of these options that remain outstanding as of the consummation of the merger will be assumed by FIS and converted into FIS options based on their intrinsic value as of the consummation of the merger. Additionally, we anticipate that 1,410,000 FIS options will be granted to certain executive officers and non-employee FIS directors upon consummation of the merger.
 
If the consummation of the merger had occurred on August 31, 2006, the number of FIS options that would have been issued in replacement of outstanding FNF options would have been approximately 3.1 million. Accordingly, if the merger had occurred on August 31, 2006, the percentage of total FIS common shares outstanding that would be owned by FIS shareholders (other than FNF) immediately after the effective time of the merger would be approximately 49.4% (i.e., assuming all FNF options assumed by FIS and all FIS options anticipated to be granted in connection with the merger were exercised), instead of the approximately 49.5% currently owned by FIS shareholders other than FNF (prior to giving effect to the Leasing merger).
 
Employee Benefit Plans
 
Prior to the spin-off, FNF will cause the sponsorship of all FNF employee benefit plans, including the FNF 401(k) plan and the FNF Employee Stock Purchase Plan, and its various health and welfare plans, including all related insurance policies and service agreements, to be transferred to FNT. FIS has agreed to (i) provide coverage immediately following the spin-off under its health and welfare plans to employees of FNF and its subsidiaries who will become employees of FIS, (ii) waive any preexisting conditions or waiting periods under such plans, and (iii) cause such plans to honor expenses incurred by the employees and their beneficiaries for purposes of satisfying deductibles and maximum out-of-pocket expenses. FIS will also cause any benefit plan in which employees of FNF and its subsidiaries are eligible to participate after the spin-off to take into account for purposes of eligibility, vesting, and benefit accrual, service with FNF and its subsidiaries as if such service were with FIS.
 
Representations and Warranties
 
Each of FIS and FNF make representations and warranties about themselves and their subsidiaries in the merger agreement. The representations and warranties relate to, among other things:
 
  •  corporate organization and other similar matters;
 
  •  capital structure;
 
  •  authorization, execution, delivery, performance and enforceability of the merger agreement and related matters;
 
  •  noncontravention of law and agreements and receipt of consents and approvals from governmental entities and third parties with respect to the merger agreement and related matters;
 
  •  documents filed with the SEC, the accuracy and sufficiency of information contained in those documents, the conformity of financial statements with applicable accounting principles and the absence of undisclosed financial liabilities;
 
  •  absence of certain material changes or events and conduct of business in the ordinary course since March 31, 2006;
 
  •  absence of material changes to any collective bargaining agreements or benefit plans;
 
  •  matters relating to the Employee Retirement Income Security Act of 1974 and employee benefit plans;
 
  •  filing of tax returns, payment of taxes and other tax matters;


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  •  absence of excess parachute payments and disallowance of deductions under Section 162(m) of the Internal Revenue Code of 1986;
 
  •  shareholder approval of the relevant transactions;
 
  •  compliance with applicable laws and reporting requirements and possession of all permits, licenses and regulatory or other approvals required to conduct business;
 
  •  receipt of fairness opinions from financial advisors;
 
  •  brokers’ fees;
 
  •  recommendations from the respective boards of directors and special committees of independent directors; and
 
  •  absence of material pending or threatened litigation.
 
Significant portions of the representations and warranties of the parties in the merger agreement are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, with respect to FNF, “material adverse effect” means any material adverse effect on the ability of FNF to perform its obligations under the merger agreement, or to consummate the transactions contemplated thereby, on a timely basis.
 
For purposes of the merger agreement, with respect to FIS, “material adverse effect” means any change, circumstance, effect, event or occurrence that (i) would be materially adverse to the assets, liabilities, business, financial condition or results of operations of FIS and its subsidiari