þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: Fidelity National Information Services, Inc 401(k) Profit Sharing Plan. |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Fidelity National Information Services, Inc., 601 Riverside Ave., Jacksonville, FL 32204 |
Item 4. | Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA |
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Financial Statements: |
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EXHIBIT 23 |
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Assets: |
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Investments, at fair value: |
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Employer common stocks |
$ | 62,467,677 | ||
Common stocks |
55,941,383 | |||
Common/collective trust funds |
140,550,515 | |||
Corporate bond funds |
24,322,537 | |||
Mutual funds |
142,561,976 | |||
Other cash equivalents |
2,474,895 | |||
Participant loans |
12,650,778 | |||
Total investments |
440,969,761 | |||
Receivables: |
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Due from broker for securities sold |
10,069 | |||
Accrued interest |
5,552 | |||
Total receivables |
15,621 | |||
Total assets |
440,985,382 | |||
Liabilities: |
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Refund of excess contributions payable |
709,307 | |||
Due to broker for securities purchased |
1,336,581 | |||
Total liabilities |
2,045,888 | |||
Net assets available for benefits, at fair value |
438,939,494 | |||
Adjustment from fair value to contract value for interest
in collective trust fund relating to fully
benefit-responsive investment contracts |
1,011,964 | |||
Net assets available for benefits |
$ | 439,951,458 | ||
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Additions: |
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Investment income: |
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Net appreciation in value of investments |
$ | 43,338,931 | ||
Interest |
698,072 | |||
Dividends |
2,293,814 | |||
Total investment income |
46,330,817 | |||
Contributions: |
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Participant |
36,620,313 | |||
Employer |
13,289,145 | |||
Rollovers from qualified plans |
2,523,990 | |||
Total contributions |
52,433,448 | |||
Transfer in of net assets: |
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From Fidelity National Financial Inc. Group 401(k) Profit Sharing Plan |
366,543,657 | |||
From merged plan |
1,030,538 | |||
Transfer in of net assets |
367,574,195 | |||
Total additions |
466,338,460 | |||
Deductions: |
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Benefits paid to participants |
26,283,407 | |||
Administrative expenses |
103,595 | |||
Total deductions |
26,387,002 | |||
Net increase |
439,951,458 | |||
Net assets available for benefits: |
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Beginning of year |
| |||
End of year |
$ | 439,951,458 | ||
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(1) | Description of the Plan |
(a) | General | ||
Effective January 1, 2006, Fidelity National Information Services, Inc. (FIS or the Company or the Plan Sponsor), formerly a majority-owned subsidiary of Fidelity National Financial, Inc. (Old FNF), formed a defined contribution benefit plan. The account balances relating to employees of FIS that were held in the Fidelity National Financial Group 401(k) Profit Sharing Plan (the FNF Plan) were transferred into the FIS Plan, which approximated $366.5 million. The FIS Plan is a defined contribution plan covering all employees of FIS, who have attained age 18 and have completed 90 days of service, worked a minimum of 20 hours per week and elect to participate in the FIS Plan. Temporary and leased employees are not eligible to participate in the FIS Plan. The FIS plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). | |||
On October 24, 2006, Old FNF distributed to its shareholders all of its shares of the common stock of Fidelity National Title Group, Inc. (FNT), making FNT a stand alone publicly traded company. This resulted in a distribution of FNT common stock to the FIS Plan participants who held shares of Old FNF and a reduction in the value of Old FNF shares equal to the value of the distribution of FNT common stock. On November 9, 2006, Old FNF was merged with and into FIS, which was then a majority-owned subsidiary of Old FNF, after which FNTs name was changed to Fidelity National Financial, Inc. (New FNF). This resulted in a distribution of FIS common stock to the FIS Plan participants who held shares of Old FNF, the elimination of shares of Old FNF common stock held by FIS Plan participants, and the renaming of investments in common stock held by the FIS Plan participants. The FIS Plan is now sponsored by the Company for the benefit of its employees as noted above. | |||
(b) | Plan Mergers | ||
On November 30, 2006, the Company approved the Homebuilders Gevity 401(k) Plan (the Gevity Plan) to be merged into the FIS Plan. Effective November 30, 2006, the Gevity Plan was merged into the FIS Plan. The accompanying 2006 statement of changes in net assets available for benefits reflects the transfer in of net assets of the merged plan in the amount of $1,030,538. | |||
(c) | Contributions | ||
During 2006, participants could contribute up to 40% of pretax annual compensation through payroll deductions, as defined in the FIS Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans, as well as direct rollovers from individual retirement accounts or annuities. During 2006, the Company made matching contributions equal to 50% of participant deferrals up to 6% of eligible compensation for all Company employees. Discretionary employer contributions may be made at the option of the Companys board of directors. |
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(d) | Participant Accounts | ||
Each participants account is credited with the participants contribution, the employers contribution, and an allocation of Plan earnings and charged with an allocation of Plan losses, if any. | |||
Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. | |||
(e) | Vesting | ||
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Companys matching and discretionary contribution portion of their accounts, plus actual earnings thereon, is based on years of service as follows: |
Vested | ||||
Number of years of service | percentage | |||
Less than 1 year |
0 | % | ||
1 year |
34 | % | ||
2 years |
67 | % | ||
3 years or more |
100 | % |
(f) | Forfeitures | ||
Upon termination of employment, the non-vested portion of a participants interest in the FIS Plan attributable to employer contributions will be forfeited. These forfeitures can be used to restore the accounts of former FIS Plan participants, pay administrative expenses of the FIS Plan, if not paid by the Company, or reduce future Company matching contributions. As of December 31, 2006, there was $318,408 of unused forfeitures. During 2006, no forfeitures were used to reduce Company contributions to the FIS Plan. | |||
(g) | Loans to Participants | ||
Participants may borrow from their fund accounts a minimum of $1,000, and are permitted to have two loans outstanding at a time. Loans may generally be taken up to 50% of a participants vested account balance, but cannot exceed $50,000. Loans are generally repaid through payroll deductions with a 5-year maximum limit, except for loans for home purchases which may have terms up to 10 years. Interest rates are set at the date of the loan at a rate equal to prime plus 1% on the first day of the calendar quarter in which the loan is taken. Loan fees for setup and maintenance are paid by the participant. Interest rates range from 4.25% to 10.00% on loans outstanding as of December 31, 2006. |
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(h) | Payment of Benefits | ||
Withdrawals from participant accounts may be made only for the following reasons: Retirement at the FIS Plans normal retirement age (65), when you become age 591/2, disability, death, or termination of employment. On termination of employment, a participant may receive the value of the participants vested interest in his or her account as a lump-sum distribution. If a participants account balance is less than $1,000 upon retirement or termination, a distribution of the participants account will be made automatically. | |||
(i) | Administration | ||
During 2006, the trustee of the FIS Plan was Wells Fargo Bank, NA (Wells Fargo). Wells Fargo also performs participant record keeping and other administrative duties for the FIS Plan. The Fidelity National Information Services, Inc. Group Plans Committee oversees the FIS Plans operations. | |||
(j) | Administrative Expenses | ||
Administrative expenses of the FIS Plan that are not paid by the FIS Plan Sponsor are paid by the FIS Plan. | |||
(k) | Investment Options | ||
Participants may direct their elective deferrals in and among various investment options. Participants may change their investment elections and transfer money between investment options on a daily basis. At December 31, 2006, the investment options consist of one common stock fund, four common/collective trust funds, two corporate bond funds, and seven mutual funds. Investments in the Companys common stock fund include an investment in a money market fund for liquidity purposes. The balances for participants who previously invested in shares of New FNF common stock under the FNF Plan were transferred into a frozen New FNF Stock Fund. The fund appreciates and depreciates with the value of the New FNF common stock, but participants can no longer make contributions into the New FNF Stock Fund. |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation | ||
The financial statements of the FIS Plan are prepared on the accrual basis of accounting. | |||
(b) | Use of Estimates | ||
The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires the FIS Plans management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | |||
(c) | Risk and Uncertainties | ||
The FIS Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment |
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(d) | Concentration of Investments | ||
Included in the FIS Plans net assets available for benefits at December 31, 2006 are investments in Employer common stock (1,558,186 shares) amounting to $62,467,677 whose value represents approximately 14.2% of the FIS Plans net assets. | |||
(e) | Investment Valuation and Income Recognition | ||
The FIS Plans investments, except the Wells Fargo Stable Return Fund, are stated at fair value. Shares of mutual funds are valued at the net asset value of shares held by the FIS Plan at year-end. The common/collective trust fund investments and the corporate bond fund are valued based on the underlying unit values reported by the respective funds audited financial statements as of the FIS Plans year-end. The common stock of FIS and FNF are valued at quoted market prices. Participant loans are valued at cost, which approximates fair value as of the FIS Plans year-end. | |||
The Wells Fargo Stable Return Fund is a common/collective trust fund that invests in guaranteed investment contracts and synthetic investment contracts and is valued as determined by Wells Fargo. | |||
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. | |||
(f) | Payment of Benefits | ||
Benefits are recorded when paid. |
(3) | Investments |
Wells Fargo Stable Return Fund N |
$ | 71,271,171 | ||
Fidelity National Information Services, Inc. common stock |
62,467,677 | |||
Fidelity National Financial, Inc. common stock |
55,941,383 | |||
Wells Fargo
S&P 500 Index Fund N |
45,529,274 | |||
Oakmark Equity and Income Fund Class One |
35,756,132 | |||
Julius Baer International Equity Fund Institutional Shares |
31,085,982 | |||
Van Kampen Comstock Fund Class A |
28,111,530 | |||
American Growth Fund of America Class R4 |
23,105,973 | |||
All other investments less than 5% |
87,700,639 | |||
$ | 440,969,761 | |||
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Employer common stock |
$ | (676,139 | ) | |
Common stock |
25,157,662 | |||
Mutual funds |
11,168,395 | |||
Common/collective trust funds |
6,677,049 | |||
Net appreciation in fair value of investments |
42,326,967 | |||
Adjustment from fair value to contract value for interest
in collective trust fund relating to fully
benefit-responsive investment contracts |
1,011,964 | |||
Net appreciation in value of investments |
$ | 43,338,931 | ||
(4) | Related-Party Transactions |
(5) | Excess Contributions Payable |
(6) | Income Tax Status |
(7) | Plan Termination |
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(8) | New Accounting Pronouncements |
(9) | Subsequent Events |
(10) | Reconciliation of Financial Statements to Form 5500 |
Net assets available for benefits per the financial statements |
$ | 439,951,458 | ||
Less: Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
(1,011,964 | ) | ||
Net assets available for benefits per the Form 5500 |
$ | 438,939,494 | ||
Total investment income per the financial statements |
$ | 46,330,817 | ||
Less: Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
(1,011,964 | ) | ||
Total investment income per the Form 5500 |
$ | 45,318,853 | ||
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Description of investment, including | ||||||||||
Identity of issue, borrower, | maturity date, rate of interest, number of shares, | Current | ||||||||
lessor or similar party | collateral, par or maturity value | Cost | value | |||||||
Employer common stocks: | ||||||||||
(1) |
Fidelity National Information Services, Inc. | Common stock, 1,558,186 shares | (2) | $ | 62,467,677 | |||||
Common stocks: | ||||||||||
Fidelity National Financial, Inc. | Common stock, 2,342,604 shares | (2) | 55,941,383 | |||||||
Common/collective trust funds: | ||||||||||
(1) |
Wells Fargo | Wells Fargo Stable Return Fund N, 1,822,495 shares | (2) | 71,271,171 | ||||||
(1) |
Wells Fargo | Wells Fargo S&P 500 Index Fund N, 742,244 shares | (2) | 45,529,274 | ||||||
(1) |
Wells Fargo | Wells Fargo S&P Midcap Index Fund G, 1,090,983 shares | (2) | 17,968,482 | ||||||
(1) |
Wells Fargo | Wells Fargo International Equity Index Fund G, 387,766 shares | (2) | 5,781,588 | ||||||
Corporate bond funds: | ||||||||||
Vanguard Investments | Vanguard Intermediate Term Bond Index Fund, 228,231 shares | (2) | 2,349,181 | |||||||
The Dreyfus Corporation | Dreyfus Intermediate Term Income Fund, 1,744,326 shares | (2) | 21,973,356 | |||||||
Mutual funds: | ||||||||||
The Dreyfus Corporation | Dreyfus Small Cap Stock Index Fund, 249,665 shares | (2) | 6,135,419 | |||||||
The Oakmark Funds | Oakmark Equity and Income Fund Class One, 1,381,613 shares | (2) | 35,756,132 | |||||||
Van Kampen Investments | Van Kampen Comstock Fund Class A, 1,460,339 shares | (2) | 28,111,530 | |||||||
American Funds | American Growth Fund of America Class R4, 707,470 shares | (2) | 23,105,973 | |||||||
RS Investments | Robertson Stephens Value Fund Class A, 230,347 shares | (2) | 6,318,410 | |||||||
ABN Amro | Aston Veredus Aggressive Growth Fund Class N, 687,701 shares | (2) | 12,048,530 | |||||||
The Julius Baer Group | Julius Baer International Equity Fund Institutional Shares, 652,644 shares | (2) | 31,085,982 | |||||||
Other cash equivalents: | ||||||||||
(1) |
Wells Fargo | Wells Fargo Short-term Investment Fund G, 2,474,895 shares | (2) | 2,474,895 | ||||||
Participant loans | Varying maturities and interest rates from 4.25% to 10.00% for 2006. A total of 2,593 loans are outstanding. | 12,650,778 | ||||||||
$ | 440,969,761 | |||||||||
(1) | Represents a party-in-interest. | |
(2) | Cost information has not been included because investments are participant directed. |
See accompanying report of independent registered public accounting firm.
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Fidelity National Information
Services, Inc. 401(k) Profit Sharing Plan |
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Date: June 28, 2007 | /s/ KELLY FEESE | |||
KELLY FEESE | ||||
TRUSTEE |
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