Filed Pursuant to Rule 424(b)(5)

Registration No. 333-212372

 

Title of Each Class of Securities Offered		Maximum Aggregate Offering Price		Amount of Registration Fee(1)
3.750% Senior Notes due 2029		$1,000,000,000		$121,200

 

(1)	Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, and relates to the registration statement on Form S-3 (File No. 333-212372) filed by Fidelity National Information Services, Inc. on July 1, 2016.

 

Prospectus Supplement

(To Prospectus dated July 1, 2016)

 

 

Fidelity National Information Services, Inc.

$1,000,000,000 3.750% Senior Notes due 2029

 

 

We are offering $1,000,000,000 aggregate principal amount of 3.750% senior notes due 2029 (the “Senior Notes”). The Senior Notes will mature on May 21, 2029. We will pay interest semi-annually in arrears on the Senior Notes on May 21 and November 21 of each year, beginning on November 21, 2019. The Senior Notes will be our unsecured senior obligations and will rank equally with all our other unsecured senior indebtedness at any time outstanding.

On March 17, 2019, we, our wholly-owned subsidiary Wrangler Merger Sub, Inc. (“Merger Sub”) and Worldpay, Inc. (“Worldpay”) entered into an agreement and plan of merger (the “merger agreement”), pursuant to which, on the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Worldpay, with Worldpay being the surviving corporation and continuing as a wholly-owned subsidiary of us (the “merger”). The closing of this offering is expected to occur prior to the consummation of the merger. In the event that the merger is not consummated on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, we notify the trustee in writing that the merger agreement is terminated or that in our reasonable judgment the merger will not be consummated on or prior to the Outside Date, then, in either case, we will be required to redeem the Senior Notes in whole and not in part at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. See “Description of the Senior Notes—Special Mandatory Redemption.”

Upon the occurrence of a Change of Control Triggering Event (as defined herein), we will be required to make an offer to purchase the Senior Notes at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. We may also redeem the Senior Notes in whole or in part at any time at the applicable redemption prices described in this prospectus supplement under the heading “Description of the Senior Notes—Optional Redemption.”

The Senior Notes constitute a new issue of securities for which there are no established trading markets. We do not plan to apply to list the Senior Notes on any securities exchange. Currently, there is no public market for the Senior Notes.

Investing in the Senior Notes involves risk. See “Risk Factors” beginning on page S-16 of this prospectus supplement and the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Senior Notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

 

 

		Price to Public				Underwriting Discount				Proceeds to Us (Before Expenses)
Per Senior Note			99.826	%			0.650	%			99.176	%
Total		$	998,260,000			$	6,500,000			$	991,760,000

 

(1)	Plus accrued interest, if any, from May 21, 2019, if settlement occurs after that date.

The underwriters expect to deliver the Senior Notes on or about May 21, 2019 through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear System.

 

 

Joint Book-Running Managers

 

Barclays		Citigroup		Goldman Sachs & Co. LLC		J.P. Morgan

MUFG		US Bancorp		Wells Fargo Securities
Credit Agricole CIB		HSBC		Lloyds Securities
PNC Capital Markets LLC		SMBC Nikko		SunTrust Robinson Humphrey

Senior Co-Managers

 

BMO Capital Markets		Regions Securities LLC		TD Securities

Co-Managers

 

BB&T Capital Markets		Fifth Third Securities		Capital One Securities		Citizens Capital Markets

 

 

May 14, 2019

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

 

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-iii
SUMMARY			S-1
RISK FACTORS			S-16
USE OF PROCEEDS			S-22
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			S-23
DESCRIPTION OF THE SENIOR NOTES			S-41
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			S-61
UNDERWRITING (CONFLICTS OF INTEREST)			S-65
WHERE YOU CAN FIND MORE INFORMATION			S-71
LEGAL MATTERS			S-72
EXPERTS			S-72

PROSPECTUS

 

ABOUT THIS PROSPECTUS			1
RISK FACTORS			2
FORWARD-LOOKING STATEMENTS			2
FIDELITY NATIONAL INFORMATION SERVICES, INC.			4
USE OF PROCEEDS			4
RATIO OF EARNINGS TO FIXED CHARGES			4
DESCRIPTION OF CAPITAL STOCK			5
DESCRIPTION OF DEPOSITARY SHARES			10
DESCRIPTION OF DEBT SECURITIES			10
DESCRIPTION OF WARRANTS			10
DESCRIPTION OF PURCHASE CONTRACTS			10
DESCRIPTION OF UNITS			10
PLAN OF DISTRIBUTION			11
WHERE YOU CAN FIND MORE INFORMATION			13
LEGAL MATTERS			14
EXPERTS			14

 

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We have not, and the underwriters have not, authorized anyone to provide you with additional or different information other than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information provided by this prospectus supplement, the accompanying prospectus, the documents incorporated by reference and any free writing prospectus that we have authorized for use in connection with this offering is accurate only as of the date on the front cover of the respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should also read and consider the information in the documents we have referred you to in the section of this prospectus supplement entitled “Where You Can Find More Information.”

The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale of the Senior Notes in some jurisdictions may be restricted by law. Persons who come into possession of this prospectus supplement and the accompanying prospectus are required by us and the underwriters to inform themselves about and to observe any applicable restrictions. This prospectus supplement and the accompanying prospectus may not be used for or in connection with an offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that offer or solicitation. See “Underwriting (Conflicts of Interest)” in this prospectus supplement.

We expect delivery of the Senior Notes will be made against payment therefor on or about May 21, 2019, which is the fifth business day following the date of pricing of the Senior Notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes on any date prior to two business days before delivery will be required, by virtue of the fact that the Senior Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. See the section of this prospectus supplement entitled “Underwriting (Conflicts of Interest).”

ABOUT THIS PROSPECTUS SUPPLEMENT

The terms “FIS,” “we,” “us,” and “our” refer to Fidelity National Information Services, Inc. and its subsidiaries (but for the avoidance of doubt not giving effect to the merger (as defined herein) unless expressly stated), except with respect to the terms of the Senior Notes, including on the cover page, “The Offering” and “Description of the Senior Notes,” and unless the context otherwise requires for which such terms refer to Fidelity National Information Services, Inc. only. Unless specifically indicated, the information presented in this prospectus supplement does not give effect to the merger, which is currently expected to close in the third quarter of 2019. See “Summary—Merger with Worldpay” in this prospectus supplement.

This prospectus supplement relates to a prospectus which is part of a registration statement that we have filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may sell the securities described in the accompanying prospectus from time to time. The accompanying prospectus provides you with a general description of the securities we may offer. This prospectus supplement contains specific information about the terms of this offering. This prospectus supplement may add, update or change information contained in the accompanying prospectus. Please carefully read this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering in addition to the information described in the section of this prospectus supplement entitled “Where You Can Find More Information.”

 

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The registration statement that contains the accompanying prospectus (including the exhibits filed with and incorporated by reference in the registration statement) contains additional information about us and the Senior Notes offered under this prospectus supplement. That registration statement can be read at the SEC’s website at https://www.sec.gov.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These statements relate to, among other things, our future financial and operating results. 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, performance or achievement could differ materially from those contained in these forward-looking statements. The risks and uncertainties that forward-looking statements are subject to include, without limitation:

 

•

the merger may not be completed or may not provide the expected benefits, or FIS and Worldpay may not be able to achieve the cost or revenue synergies anticipated;

 

•

the integration of FIS and Worldpay may be more difficult, time-consuming or expensive than anticipated;

 

•

revenues following the merger may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the merger;

 

•

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;

 

•

customer loss or other business disruption in connection with the merger, or of the loss of key employees;

 

•

the possible occurrence of an event, change or other circumstance that would give rise to the termination of the merger agreement;

 

•

the outcome of any legal proceedings that may be instituted against FIS, Worldpay and others related to the merger agreement;

 

•

unforeseen risks relating to doing business internationally and liabilities of FIS or Worldpay that may exist;

 

•

uncertainty surrounding the outcome and negotiations in respect of Brexit and changes in general economic, business, political and regulatory conditions resulting therefrom, which may make completion of the merger more difficult, time-consuming or expensive than anticipated;

 

•

changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, changes in either or both the United States and international lending, capital and financial markets, and currency fluctuations;

 

•

the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including privacy and cybersecurity laws and regulations;

 

S-iii

•

internal or external security breaches of our and Worldpay’s systems, including those relating to the unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our and Worldpay’s software or platforms, the exposure to significant fines, and the reactions of customers, card associations, government regulators and others to any such events;

 

•

operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the merger;

 

•

changes in the growth rates of the markets for the solutions of FIS and Worldpay and failures to adapt such solutions to changes in technology or in the marketplace;

 

•

changes affecting the ability of FIS and Worldpay to expand market share or enter new markets;

 

•

changes in consumer behavior, including a decline in the use of credit, debit or prepaid cards;

 

•

the failure of Worldpay and FIS to continue to identify and complete acquisitions and partnerships;

 

•

changes in FIS’ and Worldpay’s abilities to mitigate risk;

 

•

the risk that implementation of software (including software updates) for customers or at customer locations, or employee error in monitoring software and platforms, may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;

 

•

the risk that Worldpay’s new acquiring platform in development may not be successfully implemented;

 

•

the reaction of current and potential customers to communications from us, Worldpay or regulators regarding information security, risk management, internal audit or other matters;

 

•

competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development of new disruptive technologies competing with one or more of our or Worldpay’s solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions that each of FIS and Worldpay provides to many of its customers;

 

•

the failure to innovate in order to keep up with new emerging technologies, which could impact the post-merger combined company’s solutions and ability to attract new, or retain existing, customers;

 

•

receipt of the requisite shareholder approval or other conditions to the completion of the merger may not be satisfied, or the regulatory approvals required for the merger may not be obtained on the terms expected or on the anticipated schedule;

 

•

the amount of the costs, fees, expenses and charges related to the merger, including the costs, fees, expenses and charges related to any financing arrangements entered into in connection with the merger and potentially significant pre- and post-closing-related costs in connection with the merger that are, and will be, incurred regardless of whether the merger is completed;

 

•

the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger;

 

•

the availability, cost and terms of the debt financing (including the Senior Notes offered hereby) we intend to incur in connection with the merger, which may vary depending on market conditions and other factors;

 

•

the effect of the announcement of the merger on each company’s ability to maintain business relationships and on operating results and the businesses generally;

 

S-iv

•

the effect of restrictions placed on FIS’ and Worldpay’s, and their respective subsidiaries’, business activities prior to the effective time and ability to pursue alternatives to the merger pursuant to the merger agreement;

 

•

the outcomes of pending or future litigations or investigations;

 

•

failure of Worldpay to comply with applicable requirements of Visa, MasterCard or other payment networks or card schemes or changes in those requirements;

 

•

fraud by merchants or others;

 

•

the loss of Worldpay clients or referral partners;

 

•

the failure of Worldpay to continue to be able to pass along fee increases;

 

•

the termination of sponsorship or clearing services provided to Worldpay; and

 

•

other risks detailed under “Risk Factors” and elsewhere in this document and in our other filings with the SEC.

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. Except as required by applicable law or regulation, we do not undertake (and expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the possibility that actual results may differ materially from forward-looking statements contained in or incorporated into this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering.

 

S-v

 

S-1

 

S-2

 

S-3

 

S-4

 

S-5

 

S-6

 

S-7

 

S-8

 

S-9

 

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S-11

 

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S-13

 

S-14

 

S-15

RISK FACTORS

Investing in the Senior Notes offered hereby involves risks. In consultation with your own financial and legal advisors, you should carefully consider the information included in this prospectus supplement and the accompanying prospectus, together with the other information they incorporate by reference, before deciding whether an investment in the Senior Notes offered hereby is suitable for you. We also urge you to carefully consider the factors set forth under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus supplement.

Risks Related to FIS

See “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, which include a discussion of certain risks related to FIS and the merger and which are incorporated by reference into this prospectus supplement and the accompanying prospectus, as modified and supplemented in documents subsequently filed by us with the SEC and incorporated by reference into this prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information.”

Risks Related to Worldpay

Following the consummation of the merger, we will also be subject to the risks related to Worldpay. The risks associated with the Worldpay business are similar to those we face in many respects, and therefore the merger will in many cases increase our exposure to the foregoing risks. The Worldpay business also faces certain risks which are less prevalent in our current business. For more information, see “Risk Factors—Risk Factors Relating to FIS Following the Merger (including Risk Factors Relating to Worldpay’s Current Business Operations)” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, which is incorporated by reference into this prospectus supplement and the accompanying prospectus, as modified and supplemented in documents subsequently filed by us with the SEC and incorporated by reference into this prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information.”

Risks Related to the Senior Notes

If we do not consummate the merger on or prior to the Outside Date, or if, prior to the Outside Date, we notify the trustee in writing that the merger agreement is terminated or that in our reasonable judgment the merger will not be consummated on or prior to the Outside Date, then, in either case, the Senior Notes will be required to be redeemed. If we are required to redeem the Senior Notes, you may not obtain your expected return on the Senior Notes.

The closing of this offering is not conditioned on, and is expected to be consummated before, the closing of the merger, which is expected to occur in the third quarter of 2019. We may not be able to consummate the transactions contemplated by the merger agreement prior to the Outside Date or at all. Many of the conditions to closing in the merger agreement are beyond our control, and we may not be able to complete the transactions contemplated by the merger agreement on or prior to the Outside Date. Our obligation to consummate the closing under the merger agreement is subject to certain conditions, including, among others, (i) the expiration or termination of applicable approvals, clearances or waiting periods under antitrust laws and (ii) the absence of any law that restrains, enjoins or otherwise prohibits the closing.

If we do not consummate the merger on or prior to the Outside Date, or if, prior to the Outside Date, we notify the trustee in writing that the merger agreement is terminated or that in our reasonable judgment the merger will not be consummated on or prior to the Outside Date, the Senior Notes will be required to be redeemed in whole and not in part at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the special

 

S-16

mandatory redemption date. If the Senior Notes are redeemed, you may not obtain your expected return on the Senior Notes and may not be able to reinvest the proceeds from a special mandatory redemption in an investment that results in a comparable return. Your decision to invest in the Senior Notes is made at the time of the offering of the Senior Notes. Changes in our business or financial condition, or certain of the terms of the merger agreement between the closing of this offering and the closing of the merger, will have no effect on your rights as a purchaser of the Senior Notes.

We are not obligated to place the net proceeds of the Senior Notes offered hereby in escrow prior to the closing of the merger and, as a result, we may not be able to redeem the Senior Notes upon a special mandatory redemption.

We are not obligated to place the net proceeds of the Senior Notes offered hereby in escrow prior to the closing of the merger or to provide a security interest in those proceeds, and the indenture governing the Senior Notes imposes no other restrictions on our use of those proceeds during that time. Accordingly, the source of funds for any redemption of the Senior Notes upon a special mandatory redemption would be the proceeds that we have voluntarily retained or other sources of liquidity, including available cash, borrowings, sales of assets or sales of equity. We may not be able to satisfy our obligation to redeem the Senior Notes because we may not have sufficient financial resources to pay the aggregate redemption price on the Senior Notes. Our failure to redeem the Senior Notes as required under the indenture would result in a default under the indenture, which could result in defaults under our and our subsidiaries’ other debt agreements and have material adverse consequences for us and the holders of the Senior Notes. In addition, our ability to redeem the Senior Notes for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time.

The covenants relating to the Senior Notes, our existing notes and our revolving credit facility are limited and do not prohibit us from incurring additional debt or taking other actions that could negatively impact holders of the Senior Notes.

We may be able to incur substantially more debt in the future. The indenture governing the Senior Notes will not limit, and the indentures governing our existing notes do not currently limit, us or any of our subsidiaries from incurring debt or additional liabilities. The agreements governing our revolving credit facility restrict, but do not prohibit, FIS or our subsidiaries from incurring other additional indebtedness, which restrictions are subject to a number of qualifications and exceptions. As a result, FIS and its subsidiaries may incur additional indebtedness which, under certain circumstances, may be secured without any requirement to also secure our obligations under the Senior Notes. Also, our debt agreements do not prevent us or any of our subsidiaries from incurring obligations that do not constitute debt under the terms thereof. Our existing revolving credit facility provides $4.0 billion of borrowing capacity. As of March 31, 2019, we had outstanding borrowings of approximately $88 million under our existing revolving credit facility. We also have a commercial paper program for the issuance and sale of senior, unsecured commercial paper notes. As of March 31, 2019, we had outstanding borrowings of approximately $600 million under our commercial paper program. To the extent new debt is added to our current levels, the ratings of and our ability to pay our obligations under the Senior Notes could be adversely affected.

There are no financial covenants in the indenture.

There are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction, reorganization, change of control, restructuring, merger or similar transaction that may adversely affect you, except to the limited extent described in this prospectus supplement under “Description of the Senior Notes—Purchase of Senior Notes Upon a Change of Control Triggering Event” and “Description of the Senior Notes—Restrictive Covenants—Consolidation, Merger, Sale of Assets and Other Transactions.” In addition, the limitation on liens and limitation on sale and lease-back transactions covenants with respect to principal facilities contain exceptions that will allow us to create, grant or incur liens or security interests or enter into sale and lease-back transactions with respect to our facilities in a number of circumstances.

 

S-17

For these reasons, the terms of the indenture governing the Senior Notes will provide only limited protection against significant corporate events that could adversely impact your investment in the Senior Notes.

Our holding company structure may impact your ability to receive payment on the Senior Notes.

We are a holding company with no significant operations or material assets other than the capital stock of our subsidiaries. As a result, our ability to repay our indebtedness, including the Senior Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, distribution, loan, debt repayment or otherwise. Our subsidiaries do not have any obligation to pay amounts due on the Senior Notes or to make funds available for that purpose. In addition, our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Senior Notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries.

Effective subordination of the Senior Notes to indebtedness of our subsidiaries, which will include the indebtedness of Worldpay and its subsidiaries if the merger is consummated, and to the claims of secured creditors may reduce amounts available for payment of the Senior Notes.

The Senior Notes are not guaranteed by any of our subsidiaries. As a result, the Senior Notes will be effectively subordinated to the indebtedness and other liabilities of our subsidiaries (including Worldpay and its subsidiaries if the merger is consummated), other than if any of our domestic wholly-owned subsidiaries guarantees or becomes a co-obligor under any of our credit facilities in the future (in which case such subsidiaries will be required to also guarantee the Senior Notes).

However, the agreement governing our revolving credit facility does not currently provide for any obligation of our subsidiaries to guarantee the debt under such agreement, even if our subsidiaries guarantee other indebtedness. Such agreement also restricts, but does not prohibit, our subsidiaries from incurring other indebtedness, which restrictions are subject to a number of qualifications and exceptions. As a result, our subsidiaries may incur additional indebtedness without any requirement to provide guarantees of or become co-obligors under our credit facilities or, as a result, the Senior Notes. Also, such agreement does not prevent any of our subsidiaries from incurring obligations that do not constitute debt under the terms thereof.

Except to the extent that we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the Senior Notes). As of March 31, 2019, our subsidiaries had approximately $7.5 billion of liabilities (including approximately $0.9 billion of deferred revenue) excluding any intercompany liabilities that were owed to us. On a pro forma basis giving effect to the merger, and assuming that all of the Worldpay notes remain outstanding after the completion of the merger, as of March 31, 2019 our subsidiaries (including Worldpay and its subsidiaries) would have had approximately $29.1 billion of liabilities. See “Unaudited Pro Forma Condensed Combined Financial Statements.”

Other than to the extent contemplated under “Description of the Senior Notes—Restrictive Covenants— Limitation on Liens,” the Senior Notes will not be secured by any of our assets, and as a result will be effectively subordinated to any secured debt that we may now have or may incur in the future, to the extent of the value of the assets securing such debt. As of March 31, 2019, we had no secured indebtedness.

A court could void any future guarantees of the Senior Notes by our subsidiaries under fraudulent transfer laws.

On the issue date, the Senior Notes will not be guaranteed by any of our subsidiaries. Following the issue date, in certain circumstances certain of our domestic, wholly-owned subsidiaries may guarantee the Senior

 

S-18

Notes. Although such guarantees would provide you with a direct claim against the assets of the subsidiary guarantors, under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims with respect to a guarantee could be subordinated to all other debts of that guarantor. In addition, a bankruptcy court could void (i.e., cancel) any payments by that guarantor pursuant to its guarantee and require those payments to be returned to the guarantor or to a fund for the benefit of the other creditors of the guarantor. Each guarantee, if any, will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless.

The bankruptcy court might take these actions if it found, among other things, that when a subsidiary guarantor executed its guarantee (or, in some jurisdictions, when it became obligated to make payments under its guarantee):

 

•

such subsidiary guarantor received less than reasonably equivalent value or fair consideration for the incurrence of its guarantee; and

 

•

such subsidiary guarantor:

 

•

was insolvent, or was rendered insolvent, by the incurrence of the guarantee;

 

•

was engaged or about to engage in a business or transaction for which its assets constituted unreasonably small capital to carry on its business;

 

•

intended to incur, or believed that it would incur, obligations beyond its ability to pay as those obligations matured; or

 

•

was a defendant in an action for money damages, or had a judgment for money damages docketed against it and, in either case, after final judgment, the judgment was unsatisfied.

A bankruptcy court would likely find that a subsidiary guarantor received less than fair consideration or reasonably equivalent value for its guarantee to the extent that it did not receive direct or indirect benefit from the issuance of the Senior Notes. A bankruptcy court could also void a guarantee if it found that the subsidiary issued its guarantee with actual intent to hinder, delay or defraud creditors.

Although courts in different jurisdictions measure solvency differently, in general, an entity would be deemed insolvent if the sum of its debts, including contingent and unliquidated debts, exceeds the fair value of its assets, or if the present fair salable value of its assets is less than the amount that would be required to pay the expected liability on its debts, including contingent and unliquidated debts, as they become due.

If a court voided a guarantee, it could require that noteholders return any amounts previously paid under such guarantee. If any guarantee were voided, noteholders would retain their rights against us and any other subsidiary guarantors, although there is no assurance that those entities’ assets would be sufficient to pay the Senior Notes in full.

Future subsidiary guarantees, if any, will be released under certain circumstances.

On the issue date, the Senior Notes will not be guaranteed by any of our subsidiaries. Following the issue date, in certain circumstances certain of our domestic, wholly-owned subsidiaries may guarantee the Senior Notes. Upon the occurrence of certain events, including if the obligations of any guarantor under our revolving credit facility terminates or is released, such guarantor’s guarantee of the Senior Notes will also be released. See “Description of the Senior Notes—General.” In such event, the risks applicable to the Senior Notes with respect to our subsidiaries that are not guarantors at such time will also be applicable with respect to such guarantor.

 

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The credit ratings assigned to the Senior Notes may not reflect all risks of an investment in the Senior Notes.

We expect that the Senior Notes will be rated by at least two nationally recognized statistical rating organizations. These credit ratings are limited in scope, and do not address all material risks relating to an investment in the Senior Notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agencies if, in such rating agency’s judgment, circumstances so warrant. Agency credit ratings are not a recommendation to buy, sell or hold any security. Each agency’s rating should be evaluated independently of any other agency’s rating. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market value of the Senior Notes and increase our corporate borrowing costs.

We may not be able to repurchase the Senior Notes upon a Change of Control Triggering Event.

We may not be able to repurchase the Senior Notes upon a Change of Control Triggering Event because we may not have sufficient funds. Upon a Change of Control Triggering Event, holders of the Senior Notes may require us to make an offer to purchase the Senior Notes for cash at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any. Our failure to purchase such tendered Senior Notes upon the occurrence of such Change of Control Triggering Event would result in an Event of Default under the indenture governing the Senior Notes and a cross-default under the agreements governing certain of our other indebtedness which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If such a Change of Control Triggering Event were to occur, we may not have sufficient funds to repay any such accelerated indebtedness. In addition, you may not be able to require us to repurchase the Senior Notes under the change of control provisions in the indenture in the event of certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness, potentially resulting in a downgrade of our credit ratings, thereby negatively affecting the value of the Senior Notes), reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a “Change of Control Triggering Event” under the indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change that constitutes a “Change of Control Triggering Event” that would trigger our obligation to purchase the Senior Notes. Therefore, if an event occurs that does not constitute a “Change of Control Triggering Event,” we will not be required to make an offer to purchase the Senior Notes despite the event. See “Description of the Senior Notes—Purchase of Senior Notes upon a Change of Control Triggering Event.”

An active after-market for the Senior Notes may not develop.

The Senior Notes constitute a new issue of securities for which there are no established trading markets. We cannot assure you that an active after-market for the Senior Notes will develop or be sustained or that holders of the Senior Notes will be able to sell their Senior Notes at favorable prices or at all. Although the underwriters have indicated to us that they intend to make a market in the Senior Notes, as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue any such market-making at any time without notice. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Senior Notes. The Senior Notes are not listed and we do not plan to apply to list the Senior Notes on any securities exchange or to include them in any automated dealer quotation system.

If trading markets do develop, changes in our credit ratings or the debt markets could adversely affect the market prices of the Senior Notes.

The market prices for the Senior Notes will depend on many factors, including:

 

•

our credit ratings with major credit rating agencies;

 

•

the prevailing interest rates being paid by other companies similar to us;

 

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•

our financial condition, financial performance and future prospects, including relative to guidance or analyst estimates;

 

•

the overall condition of the financial markets; and

 

•

the other risks detailed in this document and in our other filings with the SEC.

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the prices of the Senior Notes.

 

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USE OF PROCEEDS

We expect the net proceeds from this offering to be approximately $990.7 million after deducting the underwriting discounts and our estimated offering expenses.

We intend to use the net proceeds from this offering, along with the net proceeds from the other transactions comprising the permanent financing, to provide funds for the cash portion of the merger consideration, the repayment of outstanding Worldpay debt and costs and expenses of the merger. Any remaining net proceeds would be used for general corporate purposes.

Pending such uses, we may invest the net proceeds from this offering temporarily in investment-grade securities, money-market funds, bank deposit accounts or similar short-term investments, or use such net proceeds to repay outstanding borrowings under our existing commercial paper program or revolving credit facility.

The closing of this offering is expected to occur prior to the consummation of the merger. In the event that the merger is not consummated on or prior to the Outside Date, or if, prior to the Outside Date, we notify the trustee in writing that the merger agreement is terminated or that in our reasonable judgment the merger will not be consummated on or prior to the Outside Date, then, in either case, we will be required to redeem the Senior Notes in whole and not in part at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. See “Description of the Senior Notes—Special Mandatory Redemption.”

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On March 17, 2019, Fidelity National Information Services, Inc. (“FIS”), Wrangler Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of FIS, and Worldpay, Inc. (“Worldpay”) entered into the merger agreement pursuant to which, on the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Worldpay, with Worldpay surviving the merger, and becoming a wholly owned subsidiary of FIS (the “merger”).

On the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each share of the Class A common stock of Worldpay (other than excluded shares) will be converted into the right to receive 0.9287 shares of common stock of FIS and $11.00 in cash.

In addition, each outstanding Worldpay equity award, other than any award granted under the ESPP, or the SAYE Plans, will automatically and without any action on the part of the holder, be converted into an equity award denominated in shares of FIS common stock based on the equity exchange ratio.

FIS intends to borrow up to $11.1 billion of permanent financing to fund the cash portion of the merger consideration, the repayment of certain outstanding Worldpay bank debt and notes, and costs and expenses of the merger. Concurrently with entering into the merger agreement, FIS entered into a commitment letter with Barclays Bank PLC, Goldman Sachs USA and Goldman Sachs Lending Partners LLC (the “lenders”), pursuant to which the lenders have committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $7.5 billion. In September 2018, FIS established a commercial paper program for the issuance and sale of senior, unsecured commercial paper notes, up to a maximum aggregate amount outstanding at any time of $4 billion. The commercial paper notes have maturities of up to 397 days from the date of issue. FIS expects to replace the bridge term loan facility prior to the closing of the merger with permanent financing, which FIS currently expects to include the issuance of senior notes denominated in U.S. dollars, Euro and/or Sterling (collectively, the “Senior Notes”), together with additional commercial paper and/or revolving credit borrowings. Depending on market conditions, FIS may choose to leave outstanding Worldpay’s existing senior unsecured notes (“Worldpay Notes”), in an aggregate principal amount of approximately $1.7 billion as of March 31, 2019, which would reduce the amount of permanent financing FIS would seek to raise. For purposes of these unaudited pro forma condensed combined financial statements, FIS has assumed that the new FIS permanent financing will consist of $7.5 billion aggregate principal of Senior Notes and $1.9 billion principal amount of commercial paper, and that the foregoing Worldpay Notes remain outstanding following the merger. For the purposes hereof, the new funds raised are assumed to be used for the cash portion of the merger consideration, the repayment of the outstanding Worldpay bank debt (which is required to be repaid in connection with the merger), and costs and expenses of the merger. The amount and type of permanent financing could be different from that presented in these pro forma condensed combined financial statements. If FIS were to borrow additional amounts and use them to instead repay all of the outstanding Worldpay Notes, make-whole redemption premiums and accrued interest on the Worldpay Notes in the aggregate amount of $159 million as of March 31, 2019 would also be payable.

Completion of the merger is subject to the satisfaction or waiver of the conditions to the closing, including the approval of the Worldpay merger proposal by the requisite vote of Worldpay stockholders at the Worldpay special meeting and approval of the FIS share issuance proposal by the requisite vote of FIS shareholders at the FIS special meeting.

The following unaudited pro forma condensed combined financial statements give effect to the merger and include adjustments for the following:

 

•

certain reclassifications to conform historical financial statement presentation of FIS and Worldpay;

 

•

the proceeds and uses of the Senior Notes and commercial paper program;

 

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•

application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, which we refer to as ASC 805, “Business Combinations,” to reflect estimated merger consideration of approximately $43.3 billion (approximately $34.1 billion in share consideration based on the closing price of FIS common stock on May 2, 2019, approximately $3.4 billion of cash consideration and $5.8 billion in repayment of Worldpay debt required to be repaid in connection with the merger (which includes accrued interest), in exchange for 100% of all outstanding Worldpay Class A common stock (there are no outstanding shares of Worldpay Class B common stock as of May 2, 2019);

 

•

transaction costs in connection with the merger; and

 

•

transaction costs in connection with Worldpay’s acquisition of Worldpay Group plc in January 2018. For purposes of the unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2018, FIS did not include the pro forma effect of Worldpay Group plc from January 1, 2018 through January 15, 2018, as the impact was not considered material to the combined company financial information.

The following unaudited pro forma condensed combined financial statements and related notes are based on and should be read in conjunction with (i) the historical unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2019 and the related notes included in FIS’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, (ii) the historical unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2019 and the related notes included in Worldpay’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, which financial statements were filed as Exhibit 99.2 to FIS’ current report on Form 8-K filed May 13, 2019 (the “FIS May 8-K”) (we refer to (i) and (ii) as the 2019 first quarter financial statements), (iii) the historical audited consolidated financial statements of FIS and the related notes included in FIS’ Annual Report on Form 10-K for the year ended December 31, 2018, and (iv) the historical audited consolidated financial statements of Worldpay and the related notes included in Worldpay’s Annual Report on Form 10-K for the year ended December 31, 2018, which financial statements were filed as Exhibit 99.1 to the FIS May 8-K (we refer to (iii) and (iv) as the 2018 year-end financial statements).

The unaudited pro forma condensed combined statements of earnings for the three months ended March 31, 2019 and the year ended December 31, 2018 combine the historical consolidated statements of earnings of FIS and Worldpay that are included in the applicable 2019 first quarter financial statements and 2018 year-end financial statements, giving effect to the merger as if it had been completed on January 1, 2018. The accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2019 combines the historical consolidated balance sheets of FIS and Worldpay that are included in the applicable 2019 first quarter financial statements, giving effect to the merger as if it had been completed on March 31, 2019.

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined statement of earnings, expected to have a continuing effect on the combined results of FIS and Worldpay. The unaudited pro forma condensed combined financial statements contained herein do not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any other synergies that may result from the merger.

The unaudited pro forma condensed combined financial statements and related notes are being provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period.

 

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The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. GAAP. The acquisition method of accounting is dependent upon certain procedures, such as valuations, appraisals, and discussions and input from Worldpay management, which have to be performed to obtain the necessary information to recognize the acquired assets and liabilities at fair value. At this time, these activities have yet to progress to a stage where there is sufficient information for a definitive measurement.

FIS has not identified all adjustments necessary to conform Worldpay’s accounting policies to FIS’ accounting policies. Upon completion of the merger, or as more information becomes available, FIS will perform a more detailed review of Worldpay’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material transactions and balances between FIS and Worldpay as of and for the three months ended March 31, 2019 and the year ended December 31, 2018.

The value of the total merger consideration will be determined based on (i) the closing price of FIS common stock on the closing date and the number of issued and outstanding shares of Worldpay Class A common stock immediately prior to the closing, and (ii) the outstanding debt of Worldpay required to be repaid as of the closing date, which may differ from the amount of debt outstanding as of March 31, 2019.

As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting will arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

Upon completion of the merger, a final determination of the fair value of Worldpay’s assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial statements may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of earnings. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial statements.

 

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Fidelity National Information Services, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2019

(In millions)

 

		FIS Historical				Worldpay Historical (Rounded)				Pro Forma Financing Adjustments				Note 4				Pro Forma Acquisition Adjustments				Note 4				Total FIS
		March 31, 2019				March 31, 2019																				Pro Forma Combined
						Note 2
ASSETS
Current assets:
Cash and cash equivalents		$	576			$	108			$	9,350				4	(a)			(9,329	)			4	(a)		$	705
Settlement deposits			666				4,964				—								—								5,630
Trade receivables, net			1,451				1,710				—								—								3,161
Contract assets			123				—				—								—								123
Settlement receivables			346				—				—								—								346
Other receivables			150				—				—								—								150
Prepaid expenses and other current assets			299				622				—								—								921
Total current assets			3,611				7,404				9,350								(9,329	)							11,036
Property and equipment, net			556				213				—								—								769
Goodwill			13,544				14,302				—								22,844				4	(c)			50,690
Intangible assets, net			3,019				2,939				—								7,561				4	(b)			13,519
Computer software, net			1,777				880				—								(675	)			4	(b)			1,982
Other noncurrent assets			1,028				1,475												(1,329	)			4	(e)			1,174
Deferred contract costs, net			538				74				—								(74	)			4	(b)			538
Total assets		$	24,073			$	27,287			$	9,350							$	18,998							$	79,708
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities		$	1,068			$	1,866			$	—							$	(8	)			4	(d)		$	2,926
Settlement payables			946				5,680				—								—								6,626
Deferred revenue			854				30				—								—								884
Short-term borrowings			600				—				1,900				4	(d)			—								2,500
Current portion of long-term debt			53				242				—								(219	)			4	(d)			76
Total current liabilities			3,521				7,818				1,900								(227	)							13,012
Long-term debt, excluding current portion			8,562				7,298				7,450				4	(d)			(5,556	)			4	(d)			17,754
Deferred income taxes			1,351				470				—								1,415				4	(e)			3,236
Deferred revenue			681				—				—								—								681
Other long-term liabilities			55				1,089				—								—								1,144
Total liabilities			14,170				16,675				9,350								(4,368	)							35,827
Equity:
Total FIS equity			9,896				—				—								33,968				4	(f)			43,864
Total Worldpay equity			—				10,602				—								(10,602	)			4	(f)			—
Noncontrolling interest			7				10				—								—								17
Total equity			9,903				10,612				—								23,366								43,881
Total liabilities and equity		$	24,073			$	27,287			$	9,350							$	18,998							$	79,708

See accompanying notes to unaudited pro forma condensed combined financial information.

 

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Fidelity National Information Services, Inc.

Unaudited Pro Forma Condensed Combined Statement of Earnings

For The Three Months Ended March 31, 2019

(In millions, except per share amounts)

 

		FIS Historical				Worldpay Historical (Rounded)				Pro Forma Financing Adjustments				Note 5				Pro Forma Acquisition Adjustments				Note 5				Total FIS				Note 5
		For the Three Months Ended March 31, 2019				For the Three Months Ended March 31, 2019																				Pro Forma Combined
						Note 2
Revenue		$	2,057			$	970			$	—							$	8				5	(a)		$	3,035
Cost of revenue			1,381				618				—								37				5	(b)			2,036
Gross profit			676				352				—								(29	)							999
Selling, general and administrative expenses			361				245				—								(18	)			5	(b)			588
Asset impairments			—				—				—								—								—
Operating income			315				107				—								(11	)							411
Other income (expense):
Interest expense, net			(75	)			(72	)			(77	)			5	(c)			57				5	(c)			(167	)
Other income (expense), net			(52	)			4				—								(32	)			5	(b)			(80	)
Total other income (expense), net			(127	)			(68	)			(77	)							25								(247	)
Earnings before income taxes and equity method investment earnings (loss)			188				39				(77	)							14								164
Provision (benefit) for income taxes			32				—				(16	)			5	(d)			3				5	(d)			19
Equity method investment earnings (loss)			(7	)			—				—								—								(7	)
Net earnings (loss)			149				39				(61	)							11								138
Less: Net (earnings) loss attributable to non-controlling interests			(1	)			(2	)			—								1				5	(e)			(2	)
Net earnings (loss) attributable to shareholders		$	148			$	37			$	(61	)						$	12							$	136
Earnings (loss) per common share from continuing operations
Basic		$	0.46																							$	0.22
Diluted		$	0.45																							$	0.22
Weighted average common shares outstanding:
Basic			323																								612				5	(f)
Diluted			326																								615				5	(f)

See accompanying notes to unaudited pro forma condensed combined financial information.

 

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Fidelity National Information Services, Inc.

Unaudited Pro Forma Condensed Combined Statement of Earnings

For The Year Ended December 31, 2018

(In millions, except per share amounts)

 

		FIS Historical				Worldpay Historical (Rounded)				Pro Forma Financing Adjustments				Note 5				Pro Forma Acquisition Adjustments				Note 5				Total FIS				Note 5
		For the Year Ended December 31, 2018				For the Year Ended December 31, 2018																				Pro Forma Combined
						Note 2
Revenue		$	8,423			$	3,925			$	—							$	27				5	(a)		$	12,375
Cost of revenue			5,569				2,463				—								129				5	(b)			8,161
Gross profit			2,854				1,462				—								(102	)							4,214
Selling, general and administrative expenses			1,301				1,123				—								(114	)			5	(b)			2,310
Asset impairments			95				—				—								—								95
Operating income			1,458				339				—								12								1,809
Other income (expense):
Interest income			17				11				—								—								28
Interest expense			(314	)			(316	)			(312	)			5	(c)			233				5	(c)			(709	)
Other income (expense), net			(57	)			(42	)			—								—								(99	)
Total other income (expense), net			(354	)			(347	)			(312	)							233								(780	)
Earnings before income taxes and equity method investment earnings (loss)			1,104				(8	)			(312	)							245								1,029
Provision (benefit) for income taxes			208				(28	)			(66	)			5	(d)			51				5	(d)			165
Equity method investment earnings (loss)			(15	)			—				—								—								(15	)
Net earnings (loss)			881				20				(246	)							194								849
Less: Net (earnings) loss attributable to non-controlling interests			(35	)			(7	)			—								4				5	(e)			(38	)
Net earnings (loss) attributable to shareholders		$	846			$	13			$	(246	)						$	198							$	811
Earnings (loss) per common share from continuing operations
Basic		$	2.58																							$	1.31
Diluted		$	2.55																							$	1.31
Weighted average common shares outstanding:
Basic			328																								617				5	(f)
Diluted			332																								621				5	(f)

See accompanying notes to unaudited pro forma condensed combined financial information.

 

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