425

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): August 12, 2015

Fidelity National Information Services, Inc.

(Exact name of Registrant as Specified in its Charter)

1-16427

(Commission

File Number)

Georgia	37-1490331
(State or Other Jurisdiction of Incorporation or Organization)	(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:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On August 12, 2015, Fidelity National Information Services, Inc., a Georgia corporation (“FIS” ) and SunGard, a Delaware corporation (“SunGard”) issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 12, 2015, by and among SunGard, SunGard Capital Corp. II, a Delaware corporation and wholly owned subsidiary of SunGard (“SCCII”), FIS and certain wholly owned subsidiaries of FIS, pursuant to which FIS will acquire SunGard, on the terms and subject to the conditions set forth in the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The following additional written communications related to the Mergers are also being filed herewith:

• slide presentation provided to FIS’s industry analysts and investors on August 12, 2015, attached hereto as Exhibit 99.2 and incorporated herein by reference;

• a letter from Gary A. Norcross, Chief Executive Officer and President of FIS, sent to employees of FIS on August 12, 2015, attached hereto as Exhibit 99.3 and incorporated herein by reference;

• a letter from Gary A. Norcross, Chief Executive Officer and President of FIS, sent to senior managers of FIS on August 12, 2015, attached hereto as Exhibit 99.4 and incorporated herein by reference; and

• a form of letter from Gary A. Norcross, Chief Executive Officer and President of FIS, sent to clients of FIS on August 12, 2015, attached hereto as Exhibit 99.5 and incorporated herein by reference.

Forward-looking Statements

This Form 8-K may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and FIS’s present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and 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, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that FIS will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for FIS solutions, and other risks detailed in FIS’s filings with the SEC, including the “Risk Factors” section of FIS’s Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent Securities and Exchange Commission (“SEC”) filings. Investors and securityholders should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. STOCKHOLDERS OF SUNGARD ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing info.investorrelations@fisglobal.com. Such documents are not currently available. Investors and securityholders may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated August 12, 2015
99.2	Slide Presentation, dated August 12, 2015
99.3	Letter to Employees, dated August 12, 2015
99.4	Letter to Senior Managers, dated August 12, 2015
99.5	Form of Letter to FIS Clients, dated August 12, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Fidelity National Information Services, Inc.
Date: August 12, 2015	By:	/s/ Marc M. Mayo
		Name:	Marc M. Mayo
		Title:	Senior Vice President, Deputy General Counsel and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 12, 2015
99.2	Slide Presentation, dated August 12, 2015
99.3	Letter to Employees, dated August 12, 2015
99.4	Letter to Senior Managers, dated August 12, 2015
99.5	Form of Letter to FIS Customers, dated August 12, 2015

EX-99.1

Exhibit 99.1

News Release

FIS to Acquire SunGard, Deepens Enterprise Banking

and Capital Markets Solutions

Key Facts

• The combined company will have over $9.2 billion in annual revenues.

• Upon closing, FIS will be uniquely positioned to offer a broad range of enterprise banking and capital markets solutions to empower financial institutions and businesses worldwide.

• The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the fourth quarter.

JACKSONVILLE, Fla., August 12, 2015 – FIS™ (NYSE: FIS), the world’s largest provider of banking and payments technology solutions and a global leader in consulting and outsourcing solutions, announces that it has signed a definitive agreement to acquire Wayne, Pennsylvania-based SunGard. Upon closing, FIS will be uniquely positioned to offer a broad range of enterprise banking and capital markets capabilities to empower financial institutions and businesses worldwide.

Under the terms of the agreement, FIS will acquire 100 percent of the equity of SunGard. FIS will issue a combination of cash and stock valuing the company at an unaffected enterprise value of $9.1 billion, including the assumption of SunGard debt, which FIS expects to refinance. The combined company will have over $9.2 billion in annual revenues.

FIS and SunGard have complementary technology solutions and services encompassing retail and corporate banking, payments, risk management, asset solutions and insurance. The combined company will have more than 55,000 employees and support thousands of clients in over 100 countries worldwide.

“This is a significant milestone for FIS,” stated Gary Norcross, president and chief executive officer, FIS. “By bringing together two innovative companies with common business models, similar cultures, strong leadership and complementary solutions, we are enhancing our ability to empower our clients and deepen client relationships through an expanded full-service offering. Our focus has always been on championing the needs of our clients and we are excited about the opportunities this combination provides to further deliver on that commitment.”

SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company’s 13,000 employees provide solutions for financial services, the public sector and education. Its software solutions are delivered via hosted or on premise deployments and are surrounded by an extensive suite of service offerings.

Commenting on the transaction, Russ Fradin, SunGard president and chief executive officer said, “Our focus has always been on delivering more value to our clients and making decisions that achieve our growth and performance objectives. We are proud to become part of one of the financial services industry’s most respected and solidly performing companies. We embrace this transaction and believe it is the best outcome for our employees and the clients we are dedicated to serving.”

The transaction is subject to regulatory approvals and other customary closing conditions. FIS expects the transaction to close during the fourth quarter.

BofA Merrill Lynch and Centerview Partners LLC acted as financial advisors to FIS. Willkie Farr & Gallagher LLP served as FIS’ legal advisors in the transaction. Goldman Sachs & Co., J.P. Morgan Securities LLC, Barclays, Deutsche Bank Securities Inc. and Credit Suisse acted as financial advisors to SunGard. Simpson Thacher & Bartlett and Shearman & Sterling served as SunGard’s legal advisors in the transaction.

Webcast

FIS will host a webcast on August 12, 2015 to discuss the transaction at 8:00 a.m. ET. To listen to the live event and to access a supplemental slide presentation, go to the Investor Relations section at www.fisglobal.com and click on “News and Events.” Following the filing of the transcript of today’s call with the SEC, a webcast replay will be available on FIS’ Investor Relations website, and a telephone replay will be available through August 31, 2015 by dialing 800.475.6701 (U.S.) or 320.365.3844 (International). The access code is 366121. To access a .PDF version of this release, go to www.investor.fisglobal.com.

About FIS

FIS is a global leader in banking and payments technology as well as consulting and outsourcing solutions. With a long history deeply rooted in the financial services sector, FIS serves more than 14,000 institutions in over 130 countries. Headquartered in Jacksonville, Fla., FIS employs more than 42,000 people worldwide and holds leadership positions in payment processing and banking solutions. Providing software, services and outsourcing of the technology that empowers the financial industry, FIS is a Fortune 500 company and is a member of Standard & Poor’s 500^® Index. For more information about FIS, visit www.fisglobal.com.

Follow us on Twitter (@FISGlobal) and Facebook (facebook.com/FIStoday).

About SunGard

SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for financial services, the public sector and education. Its software is delivered via Software as a Service (“SaaS”), in the cloud and on premises, surrounded by an extensive suite of service offerings. Through the depth and breadth of its solution portfolio, global capabilities and domain expertise, SunGard is uniquely capable of supporting virtually every type of financial organization, including the largest and most complex institutions in the world. SunGard’s approximately 13,000 employees proudly serve approximately 14,000 customers in more than 100 countries, bringing fresh ideas and inventive solutions to help its customers adapt and thrive.

Forward-looking Statements

This press release may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and 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, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing info.investorrelations@fisglobal.com. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

###

For More Information
Ellyn Raftery, 904.438.6083	Pete Gunnlaugsson, 904.438.6603
Chief Marketing Officer	Senior Vice President
FIS Global Marketing and Communications	FIS Investor Relations
ellyn.raftery@fisglobal.com	pete.gunnlaugsson@fisglobal.com

EX-99.2

©2015 FIS and/or its subsidiaries. All Rights Reserved.

Empowering The Financial

World

August 12, 2015

Exhibit 99.2

2

STRATEGIC BUSINESS

OVERVIEW

Gary Norcross

President and Chief Executive Officer

FINANCIAL OVERVIEW

AND SHAREHOLDER

VALUE

Woody Woodall

Chief Financial Officer

Agenda

Forward-looking Statements

The

statements

contained

in

this

presentation

that

are

not

purely

historical

are

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

as

amended,

or

“Securities

Act”

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended,

or

“Exchange

Act”

including

statements

regarding

our

expectations,

hopes,

intentions,

or

strategies

regarding

the

future.

These

statements

relate

to,

among

other

things,

business

and

market

conditions,

outlook

and

our

future

financial

and

operating

results

and

debt.

In

many

cases,

you

can

identify

forward-looking

statements

by

terminology

such

as

“may,”

“will,”

“should,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“predict,”

“potential,”

or

“continue,”

or

the

negative

of

these

terms,

and

other

comparable

terminology.

Actual

results

could

differ

materially

from

those

anticipated

in

these

statements

as

a

result

of

a

number

of

factors,

including,

but

not

limited

to:

•

the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve

the synergies anticipated;

•

changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and

changes in either or both the United States and international lending, capital and financial markets, and changes in foreign exchange rates;

•

the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry

requirements, including privacy regulations;

•

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 our solutions;

•

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 or platforms, and the reactions of customers, card associations, government regulators and others to any such events;

•

the

reaction

of

our

current

and

potential

customers

to

communications

from

us

or

our

regulators

regarding

information

security,

risk

management,

internal

audit

or

other

matters;

competitive

pressures

on

pricing

related

to

our

solutions

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, 2014

and in our other filings with the Securities and Exchange Commission.

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.

We

assume

no

obligation

to

update

or

alter

our

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise,

except

as

required

by

law.

3

Additional Information for SunGard Stockholders

In

connection

with

the

proposed

transaction,

FIS

currently

intends

to

file

a

Registration

Statement

on

Form

S-4

that

will

include

a

consent

solicitation

statement

of

SunGard.

FIS

also

plans

to

file

other

relevant

materials

with

the

SEC.

Stockholders

of

SunGard

are

urged

to

read

the

consent

solicitation

statement/prospectus

contained

in

the

Registration

Statement

and

other

relevant

materials

because

these

materials

will

contain

important

information

about

the

proposed

transaction.

These

materials

will

be

made

available

to

the

stockholders

of

SunGard

at

no

expense

to

them.

The

consent

solicitation

statement/prospectus,

Registration

Statement

and

other

relevant

materials,

including

any

documents

incorporated

by

reference

therein,

may

be

obtained

free

of

charge

at

the

SEC's

website

at

www.sec.gov

or

for

free

from

the

Investor

Relations

section

of

FIS

at

www.fisglobal.com

or

by

emailing

info.investorrelations@fisglobal.com.

Such

documents

are

not

currently

available.

You

may

also

read

and

copy

any

reports,

statements

and

other

information

filed

by

FIS

with

the

SEC

at

the

SEC

public

reference

room

at

100

F

Street

N.E.,

Room

1580,

Washington,

D.C.

20549.

Please

call

the

SEC

at

(800)

732-0330

or

visit

the

SEC's

website

for

further

information

on

its

public

reference

room.

This

document

shall

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

any

securities,

nor

shall

there

be

any

sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

the

registration

or

qualification

under

the

securities

laws

of

any

such

jurisdiction.

No

offering

of

securities

shall

be

made

except

by

means

of

a

prospectus

meeting

the

requirements

of

Section

10

of

the

Securities

Act

of

1933,

as

amended.

4

GARY NORCROSS

PRESIDENT AND CHIEF EXECUTIVE OFFICER

Strategic Summary

•

FIS to acquire SunGard

–

Natural extension of FIS strategy

–

Immediately accretive to adjusted EPS

•

SunGard adds a complementary range of

products and services

–

Capital Markets, Wealth and Asset Management,

and Risk Management to financial institutions

and businesses worldwide

•

Combining from a position of strength

–

Complementary solutions and services

–

Common business models; strong leadership

teams and client-focused cultures

–

Grows client base while deepening existing client

relationships

•

Well positioned in growing and

geographically diverse markets

•

Enhances growth prospects

•

Increases product offerings

•

Deepens client relationships

•

Strong financial profile

•

Accretive to adjusted EPS

6

EMPOWERING

THE FINANCIAL WORLD

Creates Significant Client and Shareholder Value

Strategic Rationale

1

2

3

4

SunGard operates in attractive, complementary product and service areas

•

Extends FIS into capital markets & asset and wealth management sectors

–

Positive macro dynamics and market remains fragmented

•

Enhances FIS strategy and builds on prior acquisitions (Clear2Pay, Capco)

•

Expands position in diversified geographical markets

SunGard’s strong, complementary growth story

•

Scale software vendor to institutional and wealth side of financial services industry

•

70+% recurring revenue with broad base of products

•

Approximately 14,000 clients in more than 100 countries served by 13,000 employees

Consistent with FIS’ strong track record of value creation through strategic M&A

•

Proven execution for integrating companies

•

Demonstrated success for generating growth

•

Successful

history

of

de-leveraging

balance

sheet

and

generating

strong

cash

flow

Valuation and synergies combine to drive significant value creation

•

$200M in annualized cost synergies by 2017

–

Deal is accretive to adjusted EPS without synergies

•

Detailed integration plan will ensure achievement

7

SunGard Overview

Note: “Other” revenue is primarily Public Sector & Education

8

Combined with FIS’ strong consulting and complementary intellectual property,

the new organization drives accelerated growth

9%

52%

39%

Other

Capital Markets

Asset & Wealth

Management

•

90%

of the 50 largest global banks

•

85%

of the world’s top 20 private equity firms

•

80%

of the 50 largest asset managers

•

80%

of the 50 largest insurance companies

Revenue Composition

Scale software provider supporting the largest and most complex financial institutions

and money managers in the world

(5%)

(3%)

(4%)

0%

0%

4%

6%

(6%)

(4%)

(2%)

0%

2%

4%

6%

8%

1H12

2H12

1H13

2H13

1H14

2H14

1H15

SunGard Transformation Producing Growth

Accelerating Revenue Growth

Y-o-Y revenue growth

Note:

2H13

&

3Q14

growth

rates

exclude

the

$11.5M

sale

of

a

customer

bankruptcy

claim

in

3Q13.

2014

and

forward

growth

rates

at

constant

currency.

Key Elements of SunGard’s Transformation

New Leadership Team

Accomplished Industry Veterans

Integrated Operating Model

Leveraged IP and Domain Expertise Across Markets

and Geographies

Organic Growth Focus

Targeted Shift to High Growth Markets

Focus on the Core Business

Divested and Exited Non-Strategic Assets

9

FIS

Solutions

Growing Client Base and Deepening Relationships

10

SunGard

Solutions

Complementary Solutions

Combined Highly Recognized Client Base

•

Global trading

•

Post-trade processing

•

Risk & compliance

•

Asset management

•

Wealth management

•

Securities finance &

processing

•

Banking solutions

•

Retail Banking

•

Payments

•

Lending Solutions

•

Consulting and Systems

Integration

Complementary Presence in Key Global Regions

•

Increased scale in

North America

•

Modest expansion in

Europe and Asia Pacific

FIS

$5.0

SunGard

$1.8

0.7

0.6

0.3

0.3

0.4

<0.1

N. America:

Moderate Growth

Europe:

Moderate Growth

Asia Pacific:

High Growth

Latin America:

Moderate / High Growth

(1)

Based on FY2014 revenue as reported by SunGard, internal FIS numbers.

78%

22%

74%

26%

Domestic

International

FIS

64%

36%

SunGard

$6.4

$2.8

$9.2

Pro Forma

11

Global Reach:  Geographic Mix

(1)

Similar Geographic Revenue Base

0.1

Middle East & Africa:

Moderate / High Growth

<0.1

($ in billions)

78%

22%

High Recurring Revenues Driven by Industry Tailwinds

12

FIS 2014 Pro Forma Revenue = $9.2B

Non-Recurring

Revenue

MOBILE

LIFESTYLE

DIGITIZATION

TECHNOLOGY

OBSOLESCENCE

CONFLUENCE

OF

FORCES

CONSUMER

EXPECTATIONS

REGULATORY

CHANGE

NEW

ENTRANTS

/EMERGING MARKETS

FIS Pro Forma

Key Industry Trends

Recurring

Revenue

WOODY WOODALL

CHIEF FINANCIAL OFFICER

SunGard

Transaction

Meets All

Criteria

Transaction is Consistent with Key Acquisition Principles

Strategic

Rationale

Targeted

Financial

Measure

14

•

Buy products to cross-sell / upsell

•

Expand market opportunities

•

Gain additional scale

•

Risk-adjusted returns greater than alternative uses

of cash

•

Solid financial performance and outlook

•

Accretive to revenue growth and adjusted EPS

•

Combined 2014 pro forma revenue of ~$9.2 billion and adjusted

EBITDA of ~$2.8 billion, including $200 million run-rate cost

synergies

•

Run-rate synergies generate $2.3 billion

(1)

of shareholder value

•

At full run-rate synergies ~20% accretive to adjusted EPS

•

Immediately accretive without cost synergies

•

Entry into attractive adjacent, complementary product and

service areas

•

Natural extension of FIS strategy

•

Key business model similarities: mission-critical applications,

deep relationships, high recurring revenues

Transaction Summary

Compelling

Combination

Value

Creation

15

(1)

Run-rate

synergies

of

$200M

at

11.5x

EBITDA

multiple.

Key Terms:

•

$9.1B enterprise value

•

Equity value funding 45% cash and 55% FIS stock

•

At closing FIS will have approximately 325 million shares

(1)

outstanding

•

Current FIS shareholders will own 87% of combined company

Expected Close:

•

Q4

2015 (subject to regulatory approval)

Cumulative Cost Synergies:

•

$100M –

run-rate by end of 2016

•

$200M –

run-rate by end of 2017

Total Debt:

•

$11.5B –

represents 3.7x pro forma leverage at closing

(2)

•

Expect to reduce leverage to approximately 2.5x by the end of 2017

•

Refinance SunGard’s existing debt at the FIS parent level

Free Cash Flow Priorities:

•

Debt reduction (temporarily suspend share repurchases)

•

Fund growth

•

Pay dividend

Capital

Expenditures:

•

4% -

6% of revenue

Governance

•

Board of Directors –

11 (all existing FIS)

Transaction Assumptions

16

(1)

Represents basic shares

(2)

For

leverage

calculation,

EBITDA

is

unburdened

by

stock

compensation

expense

(in

line

with

credit

facility

EBITDA

definition)

and

inclusive

of

$200M

run

rate

synergies

Company

Acquisition

Date

Targeted

Synergies ($M)

Achieved /

Exceeded

Metavante

Oct.

2009

$ 260

eFunds

Sep.

2007

65

Certegy

Feb.

2006

50

Intercept

Dec. 2004

25

NYCE

(MV Acq.)

Jul. 2004

24

Aurum

Mar. 2004

15

Significant Cost Synergies Accelerates EBITDA Growth

SunGard

Acquisition

Historical

Acquisitions

Company

Current Synergy

Target ($M)

Timing

Corporate / Admin

(Finance,

HR,

Legal,

etc.)

$     65

6-24 Months

IT & Facilities

55

6-24 Months

Sales & Marketing

30

6-24 Months

Org.

Restructure

50

6-24 Months

Total

$  200

17

Historically

exceeded

targets by

an average

of 30%

Historically

exceeded

targets by

an average

of 30%

Excellent Track Record of Achieving / Exceeding Cost Synergy Targets

Combination Creates Strong Financial Model

18

Revenue

Recurring Revenue

Operating Margin

Adjusted EPS CAGR

$9.2B

78% of total revenue

Accelerated expansion

Double-digit growth

Note:

Represents 2014 financials.

ACCELERATES growth with increased offerings

ENHANCES client base with deeper relationships

DRIVES

financial performance

ACCRETIVE to adjusted Earnings per Share

Creates Significant Shareholder Value

19

EX-99.3

Exhibit 99.3

August 12, 2015

Distribution: All FIS employees

Dear Colleagues:

In a significant step toward our goal of continually reinventing FIS so that we remain industry leaders, I am pleased to announce that FIS has signed a definitive agreement to acquire SunGard a financial services leader in banking, capital markets and asset management solutions. This is a tremendous milestone bringing together two great technology companies with similar business models, complementary solutions and highly talented employees that are dedicated to serving the financial services industry. I am very excited to share this significant news with you today and look forward to welcoming SunGard’s 13,000 employees into our FIS family when the acquisition closes during the fourth quarter.

Upon closing, FIS will be uniquely positioned to offer clients a broad range of solutions for enterprise banking, capital markets, asset and wealth management, risk and compliance, treasury and insurance. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies. Earlier this morning we announced this transaction to the market. I have attached a copy of the news release for your reference. Additionally, I also encourage you to watch this brief video about the benefits this combination brings to all of us.

SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for approximately 14,000 clients in the financial services, insurance, public sector and education industries in more than 100 countries across the world. Its software solutions are delivered as a service or through on-premise deployments and are surrounded by an extensive suite of service offerings.

The FIS and SunGard solutions are very complementary. After the close, the addition of SunGard will bring new solutions and services that enhance our offerings including treasury, risk management, asset management, derivatives, trading and insurance. SunGard’s strong business leaders will bring valuable insights and experience to our global leadership team.

The combined company will be headquartered in Jacksonville, Fla. and I will serve as president and CEO. We will operate under the FIS name.

The transaction is subject to regulatory approvals and contractual closing conditions. We expect to close during the fourth quarter. Until then, it is business as usual for both companies and we must continue to focus on serving the needs of our clients.

Over the next few days, you may have questions about this combination and how our teams will work together. The attached FAQ document will provide some additional information about SunGard, the strategic rationale for the acquisition and next steps. While we cannot begin integration or perform any go-to-market planning until we close, we encourage you to talk with your manager or submit your questions to fis.corporate.communications@fisglobal.com. If you receive questions from clients, please direct them to their strategic account manager (SAM) or global client partner (GCP). All media inquiries should be directed to kim.snider@fisglobal.com and investor inquiries should be directed to pete.gunlauggson@fisglobal.com.

I hope you join me in celebrating this significant milestone. Your hard work and focus on championing the needs of our clients has made this acquisition possible and continues to serve as an outstanding example of how we are empowering the financial world.

Regards,

Forward-looking Statements

This letter may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and 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, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing info.investorrelations@fisglobal.com. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Employee FAQs

Overview

The purpose of this document is to provide additional information about the SunGard acquisition announcement. This document is confidential to FIS and is not to be distributed to any party outside the company.

1. What was announced?

FIS announced that it has signed a definitive agreement to acquire SunGard. Under the terms of the agreement, FIS will acquire 100 percent of the equity of SunGard. The combined company will have over $9.2 billion in annual revenues.

2. Who is SunGard?

A privately held company, SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for approximately 14,000 clients in the financial services, insurance, public sector and education industries in more than 100 countries across the world. Its software solutions are delivered as a service or through on premise deployments and are surrounded by an extensive suite of service offerings.

3. What is the strategic rationale for this acquisition?

This is tremendous milestone bringing together two great technology companies with similar business models, complementary solutions and highly talented employees that are dedicated to serving the financial services industry. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies. Upon closing, the combined company will be uniquely positioned to offer a broad range of solutions for enterprise banking, capital markets, asset management, risk and compliance, treasury and insurance. In addition, this combination enables us to address the following objectives:

• Scale and Reach – The combined company offers scale advantages, which improves our long-term position and extends our global delivery platform.

• Product Depth and Breadth – Our combined solutions will enhance our growth prospects.

• Financial Strength – The combined company will have over $9.2 billion in annual revenues and a solid outlook for 2016. Increased cash flow will allow us to fund growth opportunities and to further pay down our debt.

4. When will the transaction close?

The transaction is expected to close during the fourth quarter.

5. How will our clients benefit from this transaction?

The FIS and SunGard solution portfolios are very complementary. As a result and upon closing, we will be uniquely positioned to offer our clients a broad range of solutions for enterprise banking, capital markets, asset and wealth management, risk and compliance, treasury and insurance.

3

6. Will our name, leadership or headquarters change?

• The combined company will operate under the FIS name.

• FIS president and CEO, Gary Norcross, will be president and CEO of the combined company.

• The company’s headquarters will be in Jacksonville, Fla.

• SunGard’s CEO Russ Fradin will work with Gary on how best to deploy the talent on SunGard’s senior leadership team. There will be opportunities for individuals at both companies to take on exciting new responsibilities and challenges.

• All 11 members of our board of directors will be from FIS.

7. When can we begin to work with SunGard?

We cannot begin go-to-market planning until the transaction closes later this year. Until that time, both companies will continue to operate independently and perform business as usual. This means an intense focus on our clients and our current business objectives. We are also prohibited from acting jointly with respect to new business or current clients, including those we may have in common.

8. How will our teams come together after the transaction closes?

We will begin our integration efforts by working with leaders on both sides to evaluate the impact of change across both businesses as well as to ensure a smooth transition for both clients and employees. We will begin to share and communicate our integration plan as soon as we are able to post close.

9. What is our message to our business partners?

We will continue to operate as separate companies until the transaction closes and will continue to interact with our business partners using our same channels and processes. It is business as usual with an intense focus on our clients and current business objectives.

10. What is our message to our clients?

The FIS and SunGard solution portfolios are very complementary. Upon closing, we will be uniquely positioned to offer our clients a broad range of solutions for enterprise banking, capital markets, asset and wealth management, risk and compliance, treasury and insurance.

Until we come together as one company, we will continue to operate as separate companies, conducting business as usual. We must continue to remain intensely focused on serving the needs of our clients.

4

11. When will we learn more about next steps?

We will begin our integration efforts by working with leaders on both sides by evaluating impact of changes across both businesses. We will share information on those plans as quickly as possible post close. Until the transaction closes, it is business as usual as separate companies.

5

EX-99.4

Exhibit 99.4

August 12, 2015

Distribution: Senior Leaders and Managers

Dear Colleagues:

Earlier this morning, FIS issued a news release announcing that we have signed a definitive agreement to acquire SunGard, a financial services leader in banking, capital markets and asset management solutions. This is a tremendous milestone bringing together two great technology companies with similar business models, complementary solution portfolios and highly talented employees that are dedicated to serving the financial services industry. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies.

Through this combination, FIS will be uniquely positioned to offer clients a broad range of solutions for enterprise banking, capital markets, asset management, risk and compliance, treasury and insurance. SunGard’s solutions portfolio is very complementary to our existing offerings. After the close, the addition of SunGard will bring new solutions and services that will enhance our current offerings including treasury, risk management, asset management, derivatives, trading and insurance.

The combined company will be headquartered in Jacksonville, Fla. and I will serve as president and CEO. We will operate under the FIS name.

This is the most significant announcement we have made since our acquisition of Metavante in 2009 and we expect it to create interest and excitement in the industry, with our clients and amongst our employees. As leaders within our organization, we want to make sure you are well prepared to address questions today and in the weeks to come.

Attached is the communications package we have prepared to help you facilitate these conversations. This package includes:

• News release copy

• All employee announcement that will be distributed to our global employee base today at 7:15 a.m. ET.

• Employee FAQs

• Client messaging package including client letter, call script and talking points

In addition to these materials, I encourage you to attend a conference call at 12:30 p.m. ET today whereby I will share with you the strategic rationale behind this acquisition and your role in communicating it to your clients and employees. A calendar invite with the teleconference details will be sent to you this morning. If you do not receive an invitation, you can contact fis.corporate.communications@fisglobal.com to request the dial in details.

When you have conversations about this announcement, you must adhere to the messaging provided in this package. Communicating anything outside the approved messaging may be considered gun jumping, which could delay the closing of the transaction.

It is also important to remember that we have signed an agreement to acquire SunGard and that the transaction is not yet closed. The acquisition is subject to regulatory approvals and contractual closing conditions. We expect to close during the fourth quarter. Until then, we will continue to operate as separate companies and it is business as usual for both organizations. You should not reach out to anyone at SunGard unless you are specifically requested to do so.

Most importantly, we must remain focused on serving the needs of our clients. As leaders within the organization, I need your help in keeping our employees laser focused on the business at hand and delivering third and fourth quarter results. We cannot allow our sales momentum to slow nor can we allow ourselves to be distracted by this exciting combination.

I am privileged to lead what I truly believe to be the greatest company in our industry. Because of you and the hard work of your teams to drive our clients’ business forward each and every day, we are well positioned to take this significant step in empowering the financial world. Thank you for making this possible.

Regards,

Forward-looking Statements

This letter may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and 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, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing info.investorrelations@fisglobal.com. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

EX-99.5

Exhibit 99.5

August 12, 2015

Dear Valued Client:

I hope you have heard the exciting news that FIS™ has signed a definitive agreement to acquire SunGard. This is a tremendous milestone bringing together two great companies with complementary solutions, highly talented employees that are dedicated to serving the financial services industry and similar business models. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies. Most importantly, we believe this acquisition presents significant opportunities for our clients as we will be uniquely positioned to offer you a broad range of solutions for enterprise banking, capital markets, asset management, risk and compliance, treasury and insurance once the transaction is final.

The combination expands our ability to serve you, providing a broader set of technology and service offerings to enable you to serve your clients and grow in the markets you serve. The combined organization will be headquartered in Jacksonville, Fla. and I will serve as president and chief executive officer. It will operate under the FIS name.

A privately held company, SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for approximately 14,000 clients in the financial services, insurance, public sector and education industries in more than 100 countries across the world. Its software solutions are delivered as a service or through on premise deployments and are surrounded by an extensive suite of service offerings.

We understand that it is your continued support and loyalty that determines our ultimate success. The FIS and SunGard solutions are very complementary. Upon close, we believe the combination will enable us to deepen our relationship with you in a more meaningful way.

The transaction is subject to all regulatory approvals and contractual closing conditions, and we expect the transaction to close during the fourth quarter. Until closing, we will continue to conduct business as usual as separate companies and will focus on serving the needs of all our clients. We are limited in the information we can share with you until the transaction closes and look forward to discussing additional details with you at the appropriate time.

As always, we thank you for your continued business and confidence in our organization.

Regards,

Gary Norcross

FIS President and CEO

Forward-looking Statements

This letter may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and 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, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing info.investorrelations@fisglobal.com. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.