United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
December 6, 2010
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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Georgia
(State or Other Jurisdiction of Incorporation or Organization)
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37-1490331
(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)
(904) 854-5000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On December 6, 2010, FIS made available presentation materials (the “Presentation Materials”) to be
used by FIS at an investor and analyst conference that it is hosting on December 6, 2010. A copy
of the Presentation Materials is included as Exhibit 99.1.
A preliminary 2011 financial outlook is included on page 97 of the
Presentation Materials.
Additionally, the
Presentation Materials include supplemental financial data and non-GAAP measures. Reconciliations
of these non-GAAP measures to related GAAP measures are provided in the referenced schedules.
These schedules are included as Exhibit 99.2.
The information in this report, including the Presentation Materials, is being “furnished” pursuant to General Instruction F to Current Report on Form 8-K,
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.
The information in this report, including the Presentation Materials, shall not be incorporated by reference into any registration statement or other
documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document
pursuant to the Exchange Act except as otherwise expressly stated in any such filing.
Forward-Looking Statements
The Presentation Materials contains “forward-looking statements” within the meaning of the U.S.
federal securities laws. Statements that are not historical facts, including statements about 2010
and 2011 adjusted revenue, organic revenue, earnings per share, margin expansion and cash flow, as well as other statements
about our expectations, hopes, intentions, or strategies regarding the future, are forward-looking
statements. These statements relate to future events and our future results, and involve a number
of risks and uncertainties. Forward-looking statements are based on management’s beliefs, as well
as assumptions made by, and information currently available to, management. Any statements that
refer to beliefs, expectations, projections or other characterizations of future events or
circumstances and other statements that are not historical facts are forward-looking statements.
Actual results, performance or achievement could differ materially from those contained in these
forward-looking statements. The risks and uncertainties that forward-looking statements are subject
to include without limitation: changes and conditions in general economic, business and political
conditions, including the possibility of intensified international hostilities, acts of terrorism,
and changes and conditions in either or both the United States and international lending, capital
and financial markets; the effect of legislative initiatives or proposals, statutory changes,
governmental or other applicable regulations and/or changes in industry requirements, including
privacy regulations; the effects of our substantial leverage which may limit the funds available to
make acquisitions and invest in our business; the risks of reduction in revenue from the
elimination of existing and potential customers due to consolidation in or new laws or regulations
affecting the banking, retail and financial services industries or due to financial failures or
other setbacks suffered by firms in those industries; changes in the growth rates of the markets
for core processing, card issuer, and transaction processing services; failures to adapt our
services and products to changes in technology or in the marketplace; internal or external security
breaches of our systems, including those relating to the theft of personal information and computer
viruses affecting our software; the failure to achieve some or all of the benefits that we expect
from acquisitions; our potential
inability to find suitable acquisition candidates or finance such acquisitions, which depends upon
the availability of adequate cash reserves from operations or of acceptable financing terms and the
variability of our stock price, or difficulties in integrating past and future acquired technology
or business’ operations, services, clients and personnel; competitive pressures on product pricing
and services including the ability to attract new, or retain existing, customers; an operational or
natural disaster at one of our major operations centers; and other risks detailed in “Risk Factors”
and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2009 and other filings with the SEC.
Other unknown or unpredictable factors also could have a material adverse effect on our business,
financial condition, results of operations and prospects. Accordingly, readers should not place
undue reliance on these forward-looking statements. These forward-looking statements are inherently
subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except
as required by applicable law or regulation, we do not undertake (and expressly disclaim) any
obligation and do not intend to publicly update or review any of these forward-looking statements,
whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 |
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Presentation Materials for use at the investor and analyst conference hosted by FIS on December 6, 2010.* |
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| 99.2 |
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Supplemental financial schedules and reconciliations of
non-GAAP measures.* |
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As described in Item 7.01 above of this Current Report, this exhibit is “furnished” and not “filed” with this Current Report. |