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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006,
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED
for the transition period from                      to                     
Commission file number 1-16427
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below: Fidelity National Information Services, Inc 401(k) Profit Sharing Plan.
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Fidelity National Information Services, Inc., 601 Riverside Ave., Jacksonville, FL 32204
REQUIRED INFORMATION
Item 4.   Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA
 
 

 


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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Financial Statements and Supplemental Schedule
Year ended December 31, 2006
(With Report of Independent Registered Public Accounting Firm Thereon)

 


 

FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
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Financial Statements:
       
 
       
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    4-9  
 
       
       
 
       
    11  
 EXHIBIT 23
All other schedules are omitted because they are not applicable or not required based on disclosure requirements of the Employee Retirement Income Security Act of 1974 and regulations issued by the Department of Labor.

 


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Report of Independent Registered Public Accounting Firm
Fidelity National Information Services, Inc. Group Plans Committee:
We have audited the accompanying statement of net assets available for benefits of Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan (the “FIS Plan”) as of December 31, 2006, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the FIS Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
As further described in Note 8, the FIS Plan adopted FSP AAG INV-1 and SOP 94-4-1 for the year ended December 31, 2006.
/S/ KPMG LLP
June 26, 2007
Jacksonville, Florida
Certified Public Accountants

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Statement of Net Assets Available for Benefits
December 31, 2006
         
Assets:
       
Investments, at fair value:
       
Employer common stocks
  $ 62,467,677  
Common stocks
    55,941,383  
Common/collective trust funds
    140,550,515  
Corporate bond funds
    24,322,537  
Mutual funds
    142,561,976  
Other cash equivalents
    2,474,895  
Participant loans
    12,650,778  
 
     
Total investments
    440,969,761  
 
     
Receivables:
       
Due from broker for securities sold
    10,069  
Accrued interest
    5,552  
 
     
Total receivables
    15,621  
 
     
Total assets
    440,985,382  
 
     
Liabilities:
       
Refund of excess contributions payable
    709,307  
Due to broker for securities purchased
    1,336,581  
 
     
Total liabilities
    2,045,888  
 
     
Net assets available for benefits, at fair value
    438,939,494  
 
       
Adjustment from fair value to contract value for interest in collective trust fund relating to fully benefit-responsive investment contracts
    1,011,964  
 
     
Net assets available for benefits
  $ 439,951,458  
 
     
See accompanying notes to the financial statements.

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2006
         
Additions:
       
Investment income:
       
Net appreciation in value of investments
  $ 43,338,931  
Interest
    698,072  
Dividends
    2,293,814  
 
     
Total investment income
    46,330,817  
 
     
Contributions:
       
Participant
    36,620,313  
Employer
    13,289,145  
Rollovers from qualified plans
    2,523,990  
 
     
Total contributions
    52,433,448  
 
     
Transfer in of net assets:
       
From Fidelity National Financial Inc. Group 401(k) Profit Sharing Plan
    366,543,657  
From merged plan
    1,030,538  
 
     
Transfer in of net assets
    367,574,195  
 
     
Total additions
    466,338,460  
 
     
Deductions:
       
Benefits paid to participants
    26,283,407  
Administrative expenses
    103,595  
 
     
Total deductions
    26,387,002  
 
     
Net increase
    439,951,458  
Net assets available for benefits:
       
Beginning of year
     
 
     
End of year
  $ 439,951,458  
 
     
See accompanying notes to the financial statements.

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
Year ended December 31, 2006
(1)   Description of the Plan
The following description of the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan (the “FIS Plan”) provides only general information. Participants should refer to the FIS Plan agreement for more complete information of the FIS Plan’s provisions.
  (a)   General
 
      Effective January 1, 2006, Fidelity National Information Services, Inc. (“FIS” or the “Company” or the “Plan Sponsor”), formerly a majority-owned subsidiary of Fidelity National Financial, Inc. (“Old FNF”), formed a defined contribution benefit plan. The account balances relating to employees of FIS that were held in the Fidelity National Financial Group 401(k) Profit Sharing Plan (the “FNF Plan”) were transferred into the FIS Plan, which approximated $366.5 million. The FIS Plan is a defined contribution plan covering all employees of FIS, who have attained age 18 and have completed 90 days of service, worked a minimum of 20 hours per week and elect to participate in the FIS Plan. Temporary and leased employees are not eligible to participate in the FIS Plan. The FIS plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
      On October 24, 2006, Old FNF distributed to its shareholders all of its shares of the common stock of Fidelity National Title Group, Inc. (“FNT”), making FNT a stand alone publicly traded company. This resulted in a distribution of FNT common stock to the FIS Plan participants who held shares of Old FNF and a reduction in the value of Old FNF shares equal to the value of the distribution of FNT common stock. On November 9, 2006, Old FNF was merged with and into FIS, which was then a majority-owned subsidiary of Old FNF, after which FNT’s name was changed to Fidelity National Financial, Inc. (“New FNF”). This resulted in a distribution of FIS common stock to the FIS Plan participants who held shares of Old FNF, the elimination of shares of Old FNF common stock held by FIS Plan participants, and the renaming of investments in common stock held by the FIS Plan participants. The FIS Plan is now sponsored by the Company for the benefit of its employees as noted above.
 
  (b)   Plan Mergers
 
      On November 30, 2006, the Company approved the Homebuilders Gevity 401(k) Plan (the “Gevity Plan”) to be merged into the FIS Plan. Effective November 30, 2006, the Gevity Plan was merged into the FIS Plan. The accompanying 2006 statement of changes in net assets available for benefits reflects the transfer in of net assets of the merged plan in the amount of $1,030,538.
 
  (c)   Contributions
 
      During 2006, participants could contribute up to 40% of pretax annual compensation through payroll deductions, as defined in the FIS Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans, as well as direct rollovers from individual retirement accounts or annuities. During 2006, the Company made matching contributions equal to 50% of participant deferrals up to 6% of eligible compensation for all Company employees. Discretionary employer contributions may be made at the option of the Company’s board of directors.

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Notes to Financial Statements (continued)
Year ended December 31, 2006
The required Company match for 2006 of $13,289,145 was funded throughout the year. No discretionary employer contributions were made during the year ended December 31, 2006. All employer contributions are participant-directed. Contributions are subject to certain limitations.
  (d)   Participant Accounts
 
      Each participant’s account is credited with the participant’s contribution, the employer’s contribution, and an allocation of Plan earnings and charged with an allocation of Plan losses, if any.
 
      Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
  (e)   Vesting
 
      Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and discretionary contribution portion of their accounts, plus actual earnings thereon, is based on years of service as follows:
         
    Vested
Number of years of service   percentage
Less than 1 year
    0 %
1 year
    34 %
2 years
    67 %
3 years or more
    100 %
  (f)   Forfeitures
 
      Upon termination of employment, the non-vested portion of a participant’s interest in the FIS Plan attributable to employer contributions will be forfeited. These forfeitures can be used to restore the accounts of former FIS Plan participants, pay administrative expenses of the FIS Plan, if not paid by the Company, or reduce future Company matching contributions. As of December 31, 2006, there was $318,408 of unused forfeitures. During 2006, no forfeitures were used to reduce Company contributions to the FIS Plan.
 
  (g)   Loans to Participants
 
      Participants may borrow from their fund accounts a minimum of $1,000, and are permitted to have two loans outstanding at a time. Loans may generally be taken up to 50% of a participant’s vested account balance, but cannot exceed $50,000. Loans are generally repaid through payroll deductions with a 5-year maximum limit, except for loans for home purchases which may have terms up to 10 years. Interest rates are set at the date of the loan at a rate equal to prime plus 1% on the first day of the calendar quarter in which the loan is taken. Loan fees for setup and maintenance are paid by the participant. Interest rates range from 4.25% to 10.00% on loans outstanding as of December 31, 2006.

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Notes to Financial Statements (continued)
Year ended December 31, 2006
  (h)   Payment of Benefits
 
      Withdrawals from participant accounts may be made only for the following reasons: Retirement at the FIS Plan’s normal retirement age (65), when you become age 591/2, disability, death, or termination of employment. On termination of employment, a participant may receive the value of the participant’s vested interest in his or her account as a lump-sum distribution. If a participant’s account balance is less than $1,000 upon retirement or termination, a distribution of the participant’s account will be made automatically.
 
  (i)   Administration
 
      During 2006, the trustee of the FIS Plan was Wells Fargo Bank, NA (“Wells Fargo”). Wells Fargo also performs participant record keeping and other administrative duties for the FIS Plan. The Fidelity National Information Services, Inc. Group Plans Committee oversees the FIS Plan’s operations.
 
  (j)   Administrative Expenses
 
      Administrative expenses of the FIS Plan that are not paid by the FIS Plan Sponsor are paid by the FIS Plan.
 
  (k)   Investment Options
 
      Participants may direct their elective deferrals in and among various investment options. Participants may change their investment elections and transfer money between investment options on a daily basis. At December 31, 2006, the investment options consist of one common stock fund, four common/collective trust funds, two corporate bond funds, and seven mutual funds. Investments in the Company’s common stock fund include an investment in a money market fund for liquidity purposes. The balances for participants who previously invested in shares of New FNF common stock under the FNF Plan were transferred into a frozen New FNF Stock Fund. The fund appreciates and depreciates with the value of the New FNF common stock, but participants can no longer make contributions into the New FNF Stock Fund.
(2)   Summary of Significant Accounting Policies
  (a)   Basis of Presentation
 
      The financial statements of the FIS Plan are prepared on the accrual basis of accounting.
 
  (b)   Use of Estimates
 
      The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires the FIS Plan’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
  (c)   Risk and Uncertainties
 
      The FIS Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Notes to Financial Statements (continued)
Year ended December 31, 2006
securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
  (d)   Concentration of Investments
 
      Included in the FIS Plan’s net assets available for benefits at December 31, 2006 are investments in Employer common stock (1,558,186 shares) amounting to $62,467,677 whose value represents approximately 14.2% of the FIS Plan’s net assets.
 
  (e)   Investment Valuation and Income Recognition
 
      The FIS Plan’s investments, except the Wells Fargo Stable Return Fund, are stated at fair value. Shares of mutual funds are valued at the net asset value of shares held by the FIS Plan at year-end. The common/collective trust fund investments and the corporate bond fund are valued based on the underlying unit values reported by the respective fund’s audited financial statements as of the FIS Plan’s year-end. The common stock of FIS and FNF are valued at quoted market prices. Participant loans are valued at cost, which approximates fair value as of the FIS Plan’s year-end.
 
      The Wells Fargo Stable Return Fund is a common/collective trust fund that invests in guaranteed investment contracts and synthetic investment contracts and is valued as determined by Wells Fargo.
 
      Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
 
  (f)   Payment of Benefits
 
      Benefits are recorded when paid.
(3)   Investments
Investments that represent 5% or more of the FIS Plan’s net assets, at fair value, as of December 31, 2006 are as follows:
         
Wells Fargo Stable Return Fund N
  $ 71,271,171  
Fidelity National Information Services, Inc. common stock
    62,467,677  
Fidelity National Financial, Inc. common stock
    55,941,383  
Wells Fargo S&P 500 Index Fund N
    45,529,274  
Oakmark Equity and Income Fund Class One
    35,756,132  
Julius Baer International Equity Fund Institutional Shares
    31,085,982  
Van Kampen Comstock Fund Class A
    28,111,530  
American Growth Fund of America Class R4
    23,105,973  
All other investments less than 5%
    87,700,639  
 
     
 
  $ 440,969,761  
 
     
As stated in Notes 2(e) and 8, the Wells Fargo Stable Return Fund, which is deemed to be fully benefit-responsive, is stated at fair value in the Statement of Net Assets Available for Benefits, with a corresponding adjustment to reflect contract value. The fair value of this fund as of December 31,

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Notes to Financial Statements (continued)
Year ended December 31, 2006
2006 was $71,271,171. The contract value of the fund as of December 31 2006, which is a component of net assets available for benefits, totaled $72,283,135. During 2006, this fund yielded approximately 4.37%.
During 2006, the FIS Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by investment type, as follows:
         
Employer common stock
  $ (676,139 )
Common stock
    25,157,662  
Mutual funds
    11,168,395  
Common/collective trust funds
    6,677,049  
 
     
Net appreciation in fair value of investments
    42,326,967  
 
       
Adjustment from fair value to contract value for interest in collective trust fund relating to fully benefit-responsive investment contracts
    1,011,964  
 
     
Net appreciation in value of investments
  $ 43,338,931  
 
     
(4)   Related-Party Transactions
Certain FIS Plan investments are shares of common/collective trust funds and mutual funds managed by Wells Fargo. Wells Fargo is the trustee as defined by the FIS Plan, and therefore, these transactions qualify as party-in-interest transactions. Transactions involving shares of the common stock of the Company, and FNF are also parties-in-interest transactions.
(5)   Excess Contributions Payable
The FIS Plan did not meet certain requirements to qualify as non-discriminatory. In order to meet these requirements, the Company refunded $709,307 to participants subsequent to December 31, 2006. Such amounts have been reflected as excess contributions payable in the accompanying Statement of Net Assets Available for Benefits.
(6)   Income Tax Status
The FIS Plan is a defined contribution plan that is intended to be qualified under section 401(a) of the Internal Revenue Code (the “Code”). Once qualified, the FIS Plan is required to operate in conformity with the Code to maintain its qualification as tax exempt. The FIS Plan submitted an application with the Internal Revenue Service on March 15, 2007.
(7)   Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the FIS Plan to discontinue its contributions at any time and to terminate the FIS Plan subject to the provisions of ERISA. In the event of FIS Plan termination, participants will become 100% vested in their employer contributions.

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FIDELITY NATIONAL INFORMATION SERVICES, INC.
401(k) PROFIT SHARING PLAN
Notes to Financial Statements (continued)
Year ended December 31, 2006
(8)   New Accounting Pronouncements
As of December 31, 2006, the FIS Plan adopted Financial Accounting Board (“FASB”) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“SOP 94-4-1”). SOP 94-4-1 requires the Statement of Net Assets Available for Benefits present the fair value of the Certegy Plan’s investments as well as an adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts.
In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value Measurements. SFAS 157 establishes a single authoritative definition of fair value, sets out framework for measuring fair value, and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not believe the adoption of SFAS 157 will have a material impact on the financial statements.
(9)   Subsequent Events
On March 1, 2007, the Certegy 401(k) Profit Sharing Plan (the “Certegy Plan”) merged into the FIS Plan. This resulted in a transfer of approximately $91.6 million in plan assets from the Certegy Plan to the FIS Plan.
(10)   Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2006:
         
Net assets available for benefits per the financial statements
  $ 439,951,458  
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (1,011,964 )
 
     
Net assets available for benefits per the Form 5500
  $ 438,939,494  
 
     
The following is a reconciliation of investment income per the financial statements to the Form 5500 for the year ended December 31, 2006:
         
Total investment income per the financial statements
  $ 46,330,817  
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (1,011,964 )
 
     
Total investment income per the Form 5500
  $ 45,318,853  
 
     

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SUPPLEMENTAL SCHEDULE

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FIDELITY NATIONAL INFORMATION SERVICES, INC. 401(k) PROFIT SHARING PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006
                     
        Description of investment, including          
    Identity of issue, borrower,   maturity date, rate of interest, number of shares,       Current  
    lessor or similar party   collateral, par or maturity value   Cost   value  
 
  Employer common stocks:                
(1)
  Fidelity National Information Services, Inc.   Common stock, 1,558,186 shares   (2)   $ 62,467,677  
 
                   
 
  Common stocks:                
 
  Fidelity National Financial, Inc.   Common stock, 2,342,604 shares   (2)     55,941,383  
 
                   
 
  Common/collective trust funds:                
(1)
  Wells Fargo   Wells Fargo Stable Return Fund N, 1,822,495 shares   (2)     71,271,171  
(1)
  Wells Fargo   Wells Fargo S&P 500 Index Fund N, 742,244 shares   (2)     45,529,274  
(1)
  Wells Fargo   Wells Fargo S&P Midcap Index Fund G, 1,090,983 shares   (2)     17,968,482  
(1)
  Wells Fargo   Wells Fargo International Equity Index Fund G, 387,766 shares   (2)     5,781,588  
 
                   
 
  Corporate bond funds:                
 
  Vanguard Investments   Vanguard Intermediate Term Bond Index Fund, 228,231 shares   (2)     2,349,181  
 
  The Dreyfus Corporation   Dreyfus Intermediate Term Income Fund, 1,744,326 shares   (2)     21,973,356  
 
                   
 
  Mutual funds:                
 
  The Dreyfus Corporation   Dreyfus Small Cap Stock Index Fund, 249,665 shares   (2)     6,135,419  
 
  The Oakmark Funds   Oakmark Equity and Income Fund Class One, 1,381,613 shares   (2)     35,756,132  
 
  Van Kampen Investments   Van Kampen Comstock Fund Class A, 1,460,339 shares   (2)     28,111,530  
 
  American Funds   American Growth Fund of America Class R4, 707,470 shares   (2)     23,105,973  
 
  RS Investments   Robertson Stephens Value Fund Class A, 230,347 shares   (2)     6,318,410  
 
  ABN Amro   Aston Veredus Aggressive Growth Fund Class N, 687,701 shares   (2)     12,048,530  
 
  The Julius Baer Group   Julius Baer International Equity Fund Institutional Shares, 652,644 shares   (2)     31,085,982  
 
                   
 
  Other cash equivalents:                
(1)
  Wells Fargo   Wells Fargo Short-term Investment Fund G, 2,474,895 shares   (2)     2,474,895  
 
                   
 
  Participant loans   Varying maturities and interest rates from 4.25% to 10.00% for 2006. A total of 2,593 loans are outstanding.         12,650,778  
 
                 
 
              $ 440,969,761  
 
                 
 
(1)   Represents a party-in-interest.
 
(2)   Cost information has not been included because investments are participant directed.

See accompanying report of independent registered public accounting firm.

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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
         
  Fidelity National Information Services, Inc.
401(k) Profit Sharing Plan
 
 
Date: June 28, 2007  /s/ KELLY FEESE    
  KELLY FEESE   
  TRUSTEE   

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EXHIBIT INDEX
         
Exhibit No.       Page No.
23
  Consent of KPMG LLP    

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