ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with Item 1:
Consolidated Financial Statements and the Notes thereto included elsewhere in
this report. The discussion below contains forward-looking statements that
involve a number of risks and uncertainties. Statements that are not historical
facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements are based on management's
beliefs, as well as assumptions made by, and information currently available to,
management. Because such statements are based on expectations as to future
economic performance and are not statements of fact, actual results may differ
materially from those projected. We undertake no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise. The risks and uncertainties which forward-looking
statements are subject to include, but are not limited to: changes in general
economic, business and political conditions, including changes in the financial
markets; 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 the banking, retail and financial services industries or
due to financial failures suffered by firms in those industries; failures to
adapt our services to changes in technology or in the marketplace; our potential
inability to find suitable acquisition candidates or difficulties in integrating
acquisitions; significant competition that our operating subsidiaries face; the
possibility that our acquisition of EFD/eFunds may not be accretive to our
earnings due to undisclosed liabilities, management or integration issues, loss
of customers, the inability to achieve targeted cost savings, or other factors;
and other risks detailed in the "Statement Regarding Forward-Looking
Information," "Risk Factors" and other sections of the Company's Form 10-K and
other filings with the Securities and Exchange Commission.
Overview
We are one of the largest global providers of technology solutions,
processing services and information-based services to financial institutions,
serving customers in over 80 countries throughout the world. We are among the
market leaders in core processing, card issuing services, and check
point-of-sale verification and guarantee. We offer a diversified service mix,
and benefit from the opportunity to cross-sell multiple services across our
broad customer base. See Note 17 to the notes to the consolidated financial
statements for a detailed description of our reporting segments.
Critical Accounting Policies
There have been no significant changes to our critical accounting policies
since our Form 10-K was filed on February 29, 2008 and our Form 10-Q was filed
on August 8, 2008.
Transactions with Related Parties
We have historically conducted business with FNF and its subsidiaries, and
other related parties. See Note 3 to the notes to the consolidated financial
statements for a detailed description of all the related party transactions.
Discontinued Operations
During 2008 and 2007, we discontinued certain operations in the Transaction
Processing Services and former Lender Processing Services segments, which are
reported as discontinued operations in the Consolidated Statements of Earnings
for the three and nine month periods ended September 30, 2008 and 2007, in
accordance with SFAS No. 144. See Note 2 to the Notes to Consolidated Financial
Statements for a detailed description of discontinued operations.
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Factors Affecting Comparability
Our Consolidated Financial Statements included in this report that present
our financial condition and operating results reflect the following significant
transactions:
• On September 12, 2007, we acquired eFunds (the "eFunds Acquisition"). eFunds
provided risk management, EFT services, prepaid/gift card processing, and
global outsourcing solutions to financial services companies in the U.S. and
internationally. In connection with this acquisition, we borrowed an
additional $1.6 billion under our bank credit facilities. The results of
operations and financial position of eFunds are included in the Consolidated
Financial Statements from and after the date of acquisition.
• On July 2, 2008, we completed the spin-off of our former Lender Processing
Services segment into a separate publicly traded company, referred to as
LPS. The results of operations of the Lender Processing Services segment are
reflected as discontinued operations in the Consolidated Statements of
Earnings, in accordance with SFAS No. 144, for the periods presented through
the July 2, 2008 spin-off date.
As a result of the above transactions, the results of operations in the periods
covered by the Consolidated Financial Statements may not be directly comparable.
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Comparisons of three and nine month periods ended September 30, 2008 and 2007