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: Condensed
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. The risks and uncertainties that
forward-looking statements are subject to include, without limitation: changes
in general economic, business and political conditions, including changes in the
financial markets; the effect of governmental 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 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; the failure to achieve some or all of the
benefits that we expect from the acquisition of Metavante, including the
possibility that our acquisition of Metavante 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;
our potential inability to find suitable acquisition candidates or difficulties
in integrating acquisitions; competitive pressures on product pricing and
services; and other risks detailed in the "Statement Regarding Forward-Looking
Information," "Risk Factors" and other sections of the Company's Form 10-K, as
amended by Form 10-K/A, and other filings with the Securities and Exchange
Commission. All forward-looking statements included in this document are based
on information available at the time the document was filed. FIS assumes no
obligation to update any forward-looking statement.
Overview
We are one of the largest global providers of processing services to
financial institutions and businesses, serving customers in over 90 countries
throughout the world. We are among the market leaders in core processing and
transaction processing services. We offer a diversified service mix, and benefit
from the opportunity to cross-sell multiple services across our broad customer
base. We have four reporting segments: Financial Solutions, Payment Solutions,
International Solutions and Corporate and Other. A description of these segments
is included in Note 7 to the Notes to Condensed Consolidated Financial
Statements (Unaudited). Revenues by segment and the results of operations of our
segments are discussed below in Segment Results of Operations.
Business Trends and Conditions
Approximately 89% of our revenue is derived from multiyear agreements and is
considered recurring. The condition of the overall economy can affect our
revenue growth in a number of areas. A significant portion of our revenue is
derived from transaction processing fees. As a result, lower deposit and card
transactions associated with reduced consumer and commercial activity will
adversely impact revenue. In addition, sales of software licenses and
professional services, which represent approximately 11% of our revenue, can be
regarded as discretionary spending by our customers and may contract when their
capital budgets tighten. In light of the challenging revenue environment, we are
seeking to manage our costs and capital expenditures prudently. We reduced both
domestic headcount and capital expenditures in 2009 from 2008 levels.
We completed the Metavante Merger on October 1, 2009. The combined Company is
positioned to provide a comprehensive range of integrated solutions to its
customers, and has greater geographic reach than any other provider in the
industry, which will enhance service to the combined company's customers.
Management expects to realize cost and revenue synergies over the next
twenty-four months.
As the payment market continues to evolve from paper-based to electronic, we
continue to add new services responsive to this trend. Card transactions
continue to increase as a percentage of total point-of-sale payments, which
fuels continuing demand for card-related services. In recent years, we have
added a variety of stored-value card types, Internet banking, and electronic
bill presentment/payment services, as well as a number of card enhancement and
loyalty/reward programs. The common goal of these offerings continues to be
convenience and security for the consumer coupled with value to the financial
institution. At the same time, the use of checks continues to decline as a
percentage of total point-of-sale payments, which negatively impacts our check
warranty and item-processing business.
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We compete for both licensing and outsourcing business, and thus are affected
by the decisions of financial institutions to utilize our services under an
outsourced arrangement or to process in-house under a software license and
maintenance agreement. As a provider of outsourcing solutions, we benefit from
multi-year recurring revenue streams, which help moderate the effects of year to
year economic changes on our results of operations.
Consolidation within the banking industry may be beneficial or detrimental to
our businesses. When consolidations occur, merger partners often operate
disparate systems licensed from competing service providers. The newly formed
entity generally makes a determination to migrate its core systems to a single
platform. When a financial institution processing client is involved in a
consolidation, we may benefit by expanding the use of our services if such
services are chosen to survive the consolidation and support the newly combined
entity. Conversely, we may lose market share if a customer of ours is involved
in a consolidation and our services are not chosen to survive the consolidation
and support the newly combined entity. We seek to mitigate the risks of
consolidations by offering other competitive services, to take advantage of
specific opportunities at the surviving company.
We believe that we are in the midst of one of the most difficult times that
has ever existed for financial institutions, retailers and other businesses in
the United States and internationally. We expect there to be a significant
number of bank failures in the next few years, which may be offset to a degree
by somewhat decreased bank acquisition activity, which traditionally occurs in
the banking sector. To date bank failures and forced government actions that
have occurred have not been significant to our revenues, however, continuing or
escalating bank failures and forced government actions could negatively impact
our business. This exposure may be mitigated by incremental revenues we may
generate from license fees or services associated with assisting surviving
institutions with integrating acquired assets resulting from financial failures.
While we believe that we are well positioned to withstand the current
financial crisis, there are factors outside our control that might impact our
operating results that we may not be able to fully anticipate as to timing and
severity, including but not limited to adverse effects if banks are
nationalized, or if global economic conditions worsen, causing further slowdowns
in consumer spending and lending. Further, there could be an impact on our
ability to access capital should any of our lenders fail.
Critical Accounting Policies
There have been no significant changes to our critical accounting policies
since our Form 10-K was filed on February 27, 2009, as amended by our Form
10-K/A filed on March 10, 2009.
Transactions with Related Parties
See Note 3 to the Notes to Condensed Consolidated Financial Statement for a
detailed description of transactions with related parties including a
description of possible changes affecting our Brazilian joint venture..
Discontinued Operations
See Note 2 to the Notes to Condensed Consolidated Financial Statements for a
detailed description of discontinued operations.
Factors Affecting Comparability
As a result of the LPS spin-off transaction described in Note 2 to the Notes
to Condensed Consolidated Financial Statements, the results of operations in the
periods covered by the Condensed Consolidated Financial Statements may not be
directly comparable.
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Comparisons of three-and nine-month periods ended September 30, 2009 and 2008
Condensed Consolidated Results of Operations
(in millions, except per share amounts)