Supplemental Guarantor Financial Information |
Supplemental Guarantor Financial Information
The following supplemental financial information sets forth for FIS and its guarantor and non-guarantor subsidiaries: (a) the Condensed Consolidating Balance Sheets as of June 30, 2014 and December 31, 2013; (b) the Condensed Consolidating Statements of Earnings and Comprehensive Earnings for the three and six months ended June 30, 2014 and 2013; and (c) the Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2014 and 2013. Each guarantor subsidiary is 100% owned by FIS and all guarantees are full and unconditional as well as joint and several. | | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Balance Sheets | | June 30, 2014 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Assets | | | | | | | | | | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 30.0 |
| | $ | 264.5 |
| | $ | 499.2 |
| | $ | — |
| | $ | 793.7 |
| Settlement deposits | — |
| | 439.5 |
| | — |
| | — |
| | 439.5 |
| Trade receivables, net | — |
| | 724.3 |
| | 293.9 |
| | — |
| | 1,018.2 |
| Investment in subsidiaries, intercompany and receivables from related parties | 9,687.0 |
| | 11,346.8 |
| | 896.7 |
| | (21,892.3 | ) | | 38.2 |
| Other current assets | 15.3 |
| | 305.4 |
| | 224.6 |
| | — |
| | 545.3 |
| Total current assets | 9,732.3 |
| | 13,080.5 |
| | 1,914.4 |
| | (21,892.3 | ) | | 2,834.9 |
| Property and equipment, net | 5.9 |
| | 320.3 |
| | 132.8 |
| | — |
| | 459.0 |
| Goodwill | — |
| | 7,212.7 |
| | 1,305.0 |
| | — |
| | 8,517.7 |
| Intangible assets, net | — |
| | 895.2 |
| | 351.3 |
| | — |
| | 1,246.5 |
| Computer software, net | 38.1 |
| | 662.2 |
| | 169.4 |
| | — |
| | 869.7 |
| Other noncurrent assets | 65.6 |
| | 331.1 |
| | 116.3 |
| | — |
| | 513.0 |
| Total assets | $ | 9,841.9 |
| | $ | 22,502.0 |
| | $ | 3,989.2 |
| | $ | (21,892.3 | ) | | $ | 14,440.8 |
| Liabilities and Equity | | | | | | | | | | Current liabilities: | | | | | | | | | | Accounts payable and accrued liabilities | $ | 125.3 |
| | $ | 200.8 |
| | $ | 322.4 |
| | $ | — |
| | $ | 648.5 |
| Settlement payables | — |
| | 566.2 |
| | 164.5 |
| | — |
| | 730.7 |
| Current portion of long-term debt | 14.1 |
| | 8.3 |
| | 0.6 |
| | — |
| | 23.0 |
| Deferred revenues | — |
| | 187.9 |
| | 88.1 |
| | — |
| | 276.0 |
| Other current liabilities | — |
| | — |
| | 23.1 |
| | — |
| | 23.1 |
| Total current liabilities | 139.4 |
| | 963.2 |
| | 598.7 |
| | — |
| | 1,701.3 |
| Deferred income taxes | — |
| | 767.7 |
| | 48.7 |
| | — |
| | 816.4 |
| Long-term debt, excluding current portion | 4,895.3 |
| | 5.0 |
| | 0.2 |
| | — |
| | 4,900.5 |
| Other long-term liabilities | 6.4 |
| | 94.0 |
| | 222.1 |
| | — |
| | 322.5 |
| Total liabilities | 5,041.1 |
| | 1,829.9 |
| | 869.7 |
| | — |
| | 7,740.7 |
| Total equity | 4,800.8 |
| | 20,672.1 |
| | 3,119.5 |
| | (21,892.3 | ) | | 6,700.1 |
| Total liabilities and equity | $ | 9,841.9 |
| | $ | 22,502.0 |
| | $ | 3,989.2 |
| | $ | (21,892.3 | ) | | $ | 14,440.8 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Balance Sheets | | December 31, 2013 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Assets | | | | | | | | | | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 21.5 |
| | $ | 172.4 |
| | $ | 353.6 |
| | $ | — |
| | $ | 547.5 |
| Settlement deposits | — |
| | 327.4 |
| | — |
| | — |
| | 327.4 |
| Trade receivables, net | — |
| | 709.4 |
| | 278.5 |
| | — |
| | 987.9 |
| Investment in subsidiaries, intercompany and receivables from related parties | 9,305.8 |
| | 10,846.7 |
| | 1,083.5 |
| | (21,200.2 | ) | | 35.8 |
| Other current assets | 38.1 |
| | 289.4 |
| | 125.8 |
| | — |
| | 453.3 |
| Total current assets | 9,365.4 |
| | 12,345.3 |
| | 1,841.4 |
| | (21,200.2 | ) | | 2,351.9 |
| Property and equipment, net | 6.5 |
| | 329.3 |
| | 103.2 |
| | — |
| | 439.0 |
| Goodwill | — |
| | 7,212.7 |
| | 1,287.3 |
| | — |
| | 8,500.0 |
| Intangible assets, net | — |
| | 993.2 |
| | 346.1 |
| | — |
| | 1,339.3 |
| Computer software, net | 36.4 |
| | 656.5 |
| | 163.6 |
| | — |
| | 856.5 |
| Other noncurrent assets | 63.6 |
| | 294.5 |
| | 115.3 |
| | — |
| | 473.4 |
| Total assets | $ | 9,471.9 |
| | $ | 21,831.5 |
| | $ | 3,856.9 |
| | $ | (21,200.2 | ) | | $ | 13,960.1 |
| Liabilities and Equity | | | | | | | | | | Current liabilities: | | | | | | | | | | Accounts payable and accrued liabilities | $ | 184.7 |
| | $ | 229.2 |
| | $ | 354.1 |
| | $ | — |
| | $ | 768.0 |
| Settlement payables | — |
| | 453.0 |
| | 65.6 |
| | — |
| | 518.6 |
| Current portion of long-term debt | 114.1 |
| | 13.3 |
| | 1.4 |
| | — |
| | 128.8 |
| Deferred revenues | — |
| | 172.4 |
| | 71.2 |
| | — |
| | 243.6 |
| Other current liabilites | — |
| | — |
| | 13.7 |
| | — |
| | 13.7 |
| Total current liabilities | 298.8 |
| | 867.9 |
| | 506.0 |
| | — |
| | 1,672.7 |
| Deferred income taxes | — |
| | 778.8 |
| | 44.8 |
| | — |
| | 823.6 |
| Long-term debt, excluding current portion | 4,333.2 |
| | 6.3 |
| | 0.3 |
| | — |
| | 4,339.8 |
| Other long-term liabilities | 2.8 |
| | 98.8 |
| | 285.1 |
| | — |
| | 386.7 |
| Total liabilities | 4,634.8 |
| | 1,751.8 |
| | 836.2 |
| | — |
| | 7,222.8 |
| Total equity | 4,837.1 |
| | 20,079.7 |
| | 3,020.7 |
| | (21,200.2 | ) | | 6,737.3 |
| Total liabilities and equity | $ | 9,471.9 |
| | $ | 21,831.5 |
| | $ | 3,856.9 |
| | $ | (21,200.2 | ) | | $ | 13,960.1 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statements of Earnings and Comprehensive Earnings | | Three months ended June 30, 2014 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Processing and services revenues | $ | — |
| | $ | 1,221.2 |
| | $ | 377.9 |
| | $ | — |
| | $ | 1,599.1 |
| Operating expenses | 53.6 |
| | 922.8 |
| | 313.0 |
| | — |
| | 1,289.4 |
| Operating income | (53.6 | ) | | 298.4 |
| | 64.9 |
| | — |
| | 309.7 |
| Other income (expense): | | | | | | | | | | Interest expense, net | (43.4 | ) | | (0.4 | ) | | 1.9 |
| | — |
| | (41.9 | ) | Other income (expense) | 0.7 |
| | (2.0 | ) | | 0.1 |
| | — |
| | (1.2 | ) | Net earnings (loss) of equity affiliates | 255.4 |
| | — |
| | — |
| | (255.4 | ) | | — |
| Total other income (expense) | 212.7 |
| | (2.4 | ) | | 2.0 |
| | (255.4 | ) | | (43.1 | ) | Earnings (loss) from continuing operations before income taxes | 159.1 |
| | 296.0 |
| | 66.9 |
| | (255.4 | ) | | 266.6 |
| Provision (benefit) for income taxes | (27.1 | ) | | 83.2 |
| | 24.3 |
| | — |
| | 80.4 |
| Net earnings (loss) from continuing operations | 186.2 |
| | 212.8 |
| | 42.6 |
| | (255.4 | ) | | 186.2 |
| Earnings (loss) from discontinued operations, net of tax | (0.9 | ) | | — |
| | (0.9 | ) | | 0.9 |
| | (0.9 | ) | Net earnings (loss) | 185.3 |
| | 212.8 |
| | 41.7 |
| | (254.5 | ) | | 185.3 |
| Net (earnings) loss attributable to noncontrolling interest | (6.5 | ) | | (0.2 | ) | | (6.3 | ) | | 6.5 |
| | (6.5 | ) | Net earnings (loss) attributable to FIS common stockholders | $ | 178.8 |
| | $ | 212.6 |
| | $ | 35.4 |
| | $ | (248.0 | ) | | $ | 178.8 |
| Comprehensive earnings (loss) attributable to FIS | $ | 188.5 |
| | $ | 212.2 |
| | $ | 46.1 |
| | $ | (258.3 | ) | | $ | 188.5 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statements of Earnings and Comprehensive Earnings | | Three months ended June 30, 2013 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Processing and services revenues | $ | — |
| | $ | 1,180.8 |
| | $ | 332.0 |
| | $ | — |
| | $ | 1,512.8 |
| Operating expenses | 56.6 |
| | 876.0 |
| | 331.5 |
| | — |
| | 1,264.1 |
| Operating income | (56.6 | ) | | 304.8 |
| | 0.5 |
| | — |
| | 248.7 |
| Other income (expense): | | | | | | | | | | Interest expense, net | (48.1 | ) | | (0.4 | ) | | (0.9 | ) | | — |
| | (49.4 | ) | Other income (expense) | (63.8 | ) | | 3.1 |
| | (1.2 | ) | | — |
| | (61.9 | ) | Net earnings (loss) of equity affiliates | 213.7 |
| | — |
| | — |
| | (213.7 | ) | | — |
| Total other income (expense) | 101.8 |
| | 2.7 |
| | (2.1 | ) | | (213.7 | ) | | (111.3 | ) | Earnings (loss) from continuing operations before income taxes | 45.2 |
| | 307.5 |
| | (1.6 | ) | | (213.7 | ) | | 137.4 |
| Provision (benefit) for income taxes | (51.0 | ) | | 92.9 |
| | (0.7 | ) | | — |
| | 41.2 |
| Net earnings (loss) from continuing operations | 96.2 |
| | 214.6 |
| | (0.9 | ) | | (213.7 | ) | | 96.2 |
| Earnings (loss) from discontinued operations, net of tax | 12.8 |
| | — |
| | (3.9 | ) | | 3.9 |
| | 12.8 |
| Net earnings (loss) | 109.0 |
| | 214.6 |
| | (4.8 | ) | | (209.8 | ) | | 109.0 |
| Net (earnings) loss attributable to noncontrolling interest | (4.2 | ) | | 0.1 |
| | (4.3 | ) | | 4.2 |
| | (4.2 | ) | Net earnings (loss) attributable to FIS common stockholders | $ | 104.8 |
| | $ | 214.7 |
| | $ | (9.1 | ) | | $ | (205.6 | ) | | $ | 104.8 |
| Comprehensive earnings (loss) attributable to FIS | $ | 73.5 |
| | $ | 216.1 |
| | $ | (44.6 | ) | | $ | (171.5 | ) | | $ | 73.5 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statements of Earnings and Comprehensive Earnings | | Six months ended June 30, 2014 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Processing and services revenues | $ | — |
| | $ | 2,395.7 |
| | $ | 723.7 |
| | $ | — |
| | $ | 3,119.4 |
| Operating expenses | 100.9 |
| | 1,818.1 |
| | 604.6 |
| | — |
| | 2,523.6 |
| Operating income | (100.9 | ) | | 577.6 |
| | 119.1 |
| | — |
| | 595.8 |
| Other income (expense): | | | | | | | | | | Interest expense, net | (86.2 | ) | | (1.0 | ) | | 4.2 |
| | — |
| | (83.0 | ) | Other income (expense) | 0.4 |
| | (2.4 | ) | | 0.3 |
| | — |
| | (1.7 | ) | Net earnings (loss) of equity affiliates | 477.8 |
| | — |
| | — |
| | (477.8 | ) | | — |
| Total other income (expense) | 392.0 |
| | (3.4 | ) | | 4.5 |
| | (477.8 | ) | | (84.7 | ) | Earnings (loss) from continuing operations before income taxes | 291.1 |
| | 574.2 |
| | 123.6 |
| | (477.8 | ) | | 511.1 |
| Provision (benefit) for income taxes | (58.4 | ) | | 179.7 |
| | 40.3 |
| | — |
| | 161.6 |
| Net earnings (loss) from continuing operations | 349.5 |
| | 394.5 |
| | 83.3 |
| | (477.8 | ) | | 349.5 |
| Earnings (loss) from discontinued operations, net of tax | (3.1 | ) | | — |
| | (3.1 | ) | | 3.1 |
| | (3.1 | ) | Net earnings (loss) | 346.4 |
| | 394.5 |
| | 80.2 |
| | (474.7 | ) | | 346.4 |
| Net (earnings) loss attributable to noncontrolling interest | (13.1 | ) | | (0.1 | ) | | (13.0 | ) | | 13.1 |
| | (13.1 | ) | Net earnings (loss) attributable to FIS common stockholders | $ | 333.3 |
| | $ | 394.4 |
| | $ | 67.2 |
| | $ | (461.6 | ) | | $ | 333.3 |
| Comprehensive earnings (loss) attributable to FIS | $ | 356.1 |
| | $ | 393.8 |
| | $ | 89.8 |
| | $ | (483.6 | ) | | $ | 356.1 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statements of Earnings and Comprehensive Earnings | | Six months ended June 30, 2013 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Processing and services revenues | $ | — |
| | $ | 2,340.2 |
| | $ | 649.9 |
| | $ | — |
| | $ | 2,990.1 |
| Operating expenses | 118.1 |
| | 1,742.4 |
| | 605.1 |
| | — |
| | 2,465.6 |
| Operating income | (118.1 | ) | | 597.8 |
| | 44.8 |
| | — |
| | 524.5 |
| Other income (expense): | | | | | | | | | | Interest expense, net | (98.3 | ) | | (0.8 | ) | | (2.0 | ) | | — |
| | (101.1 | ) | Other income (expense) | (54.2 | ) | | 3.2 |
| | (5.8 | ) | | — |
| | (56.8 | ) | Net earnings (loss) of equity affiliates | 436.5 |
| | — |
| | — |
| | (436.5 | ) | | — |
| Total other income (expense) | 284.0 |
| | 2.4 |
| | (7.8 | ) | | (436.5 | ) | | (157.9 | ) | Earnings (loss) from continuing operations before income taxes | 165.9 |
| | 600.2 |
| | 37.0 |
| | (436.5 | ) | | 366.6 |
| Provision (benefit) for income taxes | (84.1 | ) | | 187.8 |
| | 12.9 |
| | — |
| | 116.6 |
| Net earnings (loss) from continuing operations | 250.0 |
| | 412.4 |
| | 24.1 |
| | (436.5 | ) | | 250.0 |
| Earnings (loss) from discontinued operations, net of tax | 8.4 |
| | 0.1 |
| | (8.4 | ) | | 8.3 |
| | 8.4 |
| Net earnings (loss) | 258.4 |
| | 412.5 |
| | 15.7 |
| | (428.2 | ) | | 258.4 |
| Net (earnings) loss attributable to noncontrolling interest | (9.5 | ) | | 0.3 |
| | (9.8 | ) | | 9.5 |
| | (9.5 | ) | Net earnings (loss) attributable to FIS common stockholders | $ | 248.9 |
| | $ | 412.8 |
| | $ | 5.9 |
| | $ | (418.7 | ) | | $ | 248.9 |
| Comprehensive earnings (loss) attributable to FIS | $ | 208.6 |
| | $ | 414.5 |
| | $ | (38.2 | ) | | $ | (376.3 | ) | | $ | 208.6 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statements of Cash Flows | | Six months ended June 30, 2014 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Cash flows from operating activities | $ | (85.2 | ) | | $ | 521.3 |
| | $ | 59.7 |
| | $ | (16.7 | ) | | $ | 479.1 |
| Cash flows from investing activities | (1.4 | ) | | (119.9 | ) | | (85.0 | ) | | — |
| | (206.3 | ) | Cash flows from financing activities | 95.1 |
| | (309.3 | ) | | 158.2 |
| | 16.7 |
| | (39.3 | ) | Effect of foreign currency exchange rates on cash | — |
| | — |
| | 12.7 |
| | — |
| | 12.7 |
| Net increase (decrease) in cash | $ | 8.5 |
| | $ | 92.1 |
| | $ | 145.6 |
| | $ | — |
| | $ | 246.2 |
|
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statements of Cash Flows | | Six months ended June 30, 2013 | | | | Guarantor | | Non-guarantor | | | | | | FIS | | subsidiaries | | subsidiaries | | Eliminations | | Consolidated | | (in millions) | Cash flows from operating activities | $ | (83.3 | ) | | $ | 451.5 |
| | $ | (6.9 | ) | | $ | 3.5 |
| | $ | 364.8 |
| Cash flows from investing activities | (33.7 | ) | | (121.6 | ) | | (127.8 | ) | | — |
| | (283.1 | ) | Cash flows from financing activities | 111.5 |
| | (349.8 | ) | | 317.3 |
| | (3.5 | ) | | 75.5 |
| Effect of foreign currency exchange rates on cash | — |
| | — |
| | (21.7 | ) | | — |
| | (21.7 | ) | Net increase (decrease) in cash | $ | (5.5 | ) | | $ | (19.9 | ) | | $ | 160.9 |
| | $ | — |
| | $ | 135.5 |
|
|