Fidelity National Information Services, Inc. (FIS) Q2 2013 Earnings Report, Transcript and Summary

Ladies and gentlemen, thank you for standing by, and welcome to the FIS Second Quarter Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to our host, Ms. Mary Waggoner, Senior Vice President of Investor Relations. Please go ahead.

Thank you, Jack, and thanks to everyone joining us this morning for our second quarter earnings report. With me to discuss our results are Frank Martire, Chairman and Chief Executive Officer; Gary Norcross, President and Chief Operating Officer; and Woody Woodall, Chief Financial Officer. Today's news release and supplemental slide presentation have been posted to our website at fisglobal.com. A replay of today's presentation will be available shortly after the call. Please refer to the Safe Harbor language on Slide 3 of the presentation. Today's discussion will contain forward-looking statements. These statements are subject to risks and uncertainties as described in the press release and other filings with the SEC. The company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Today's remarks will also include references to non-GAAP financial measures in order to provide more meaningful comparisons between the periods presented, as outlined on Slide 4. Reconciliations between GAAP and non-GAAP results are provided in the attachments to the press release and the supplemental slide. With that, I will now turn the call over to Frank Martire. Frank?

Thanks, Mary. Good morning, everyone, and thank you for joining us on today's call. I'll begin today's business review with a summary of our financial performance and business highlights. Gary will follow with the business and operations report, and Woody will provide additional insight into our financial performance and our outlook for the remainder of 2013. Turning to Slide 6. We delivered solid organic growth in the second quarter, with a 4% increase over prior year. This marks the 14th consecutive quarter of organic growth, which underscores the strength of our business model and our strong client relationships. Adjusted EPS increased 8% to $0.71 per share. For the 6 months ended June 30, organic revenue rose 4%, the margin expanded 40 basis points, and EPS grew 11%. We are pleased with our financial results through the first half of 2013, which are in line with our expectations. We are also encouraged by the ongoing sales execution, including the addition of new clients, such as Sainsbury's Bank in the U.K., as well as expanding relationships with existing clients, such as KeyBank and Sterling Savings Bank in North America. In addition, we are excited about the opportunities we are seeing in emerging payments, such as the Merchant Customer Exchange. These wins lend additional accredence to the depth and breadth of our solutions, the strength of our people and our ability to provide long-term strategic value to our clients. Continuing on Slide 7. The business strategy that we outlined in February of 2012 continues to drive benefits to our company, our clients and our shareholders. Our strategy is summarized as follows. First, we remain committed to optimizing performance through organic growth, with an ongoing focus on double-digit growth and earnings per share. Second, we are delivering strategic value to our clients through solution innovation and transformation. This includes expansion of our mobile capabilities with the acquisition of mFoundry and leveraging our existing infrastructure to develop new and innovative capabilities for the industry. Finally, we are highly committed to enhancing shareholder value through a combination of strong financial performance and meaningful share repurchases and dividends. We returned $353 million to our shareholders in the first half of 2013, and we have returned approximately $1.5 billion to our shareholders since the beginning of 2011. We remain very excited about the future of our company and our ability to deliver superior performance. On behalf of the management team, I would like to thank our clients and shareholders for their ongoing support and our employees for their dedication in driving our continuous success. Now I will turn the call over to Gary for the business summary and operations report. Gary?

Thanks, Frank, and thanks, again, to everyone for joining us this morning. FIS continues to drive solid results, demonstrating our ability to deliver consistent performance and manage our strategic plan. As Frank mentioned, we continue to generate solid growth and drive strong revenue performance. We're pleased with our first half of the year results, which are in line with our expectations. My remarks today will cover 2 main areas. First, I will discuss our overall sales performance, highlighting the continued demand for our full breadth of solutions in each of our key markets. Separately, I will highlight ongoing solution innovation through our new commercial agreement with the Merchant Customer Exchange. This significant win demonstrates our ongoing success in enabling business innovation and transformation and illustrates the value of our leverage in investments in enabling payment services. I will start with our global sales performance on Slide 9. Overall demand for solutions and services has remained consistent over the past several quarters. Financial institution bookings are up year-to-date, and we perceive further upward momentum. Demand is broad based around core enhancements, mobile solutions, emerging payments and services. Also, significant transformational activity is occurring across all channels and regions as many institutions improve their overall customer experience, build brand loyalty, streamline operations and reduce costs. This momentum is being driven by cross-sell opportunities created from our innovation-focused client events and the execution of our go-to-market strategy. Please turn to Slide 10. In North America, our comprehensive solutions suite enables us to deliver strategic value to our clients. We see continued activity around core upgrades and replacements, continued strength in consulting services, increasing demand for our mobile solutions and exciting new opportunities around our payment capabilities. Demand for FIS core solutions underscores the need for updated technology, with an emphasis on improving the overall customer experience through the realtime integration across all channels. For example, an $8 billion financial institution located in the Southeast, which operates hundreds of branches across 17 states, recently selected FIS commercial and retail loan processing solutions to replace the bank's 15-year-old technology. The upgrade will provide more robust feature functionality, the ability to streamline processes and enhanced platform integration. In contrast, Texas-based Industry Bancshares has opted to replace its core banking system, which it installed just 4 years ago, with a more robust solution from FIS. The bank will also deploy our auto-processing and branch automation solutions. These enhancements will enable it to expedite customer service and provide clients with real-time access across all delivery channels. These new clients continue a steady trend of core processing wins, with 30 new deals in 2012, followed by additional new signings in the first quarter of 2013, including Beneficial Bank, USAA and GE Capital. In addition to our leveraged core processing capabilities, we also assist clients with business planning and new product development. A good example of this end-to-end approach is KeyBank, which is launching a new payments channel for its commercial customers. Working with the bank, we developed a customized prepaid card solution that aligns closely with their commercial payment strategy. As part of this new multi-year agreement, FIS will provide outsourced transaction processing, integrated voice response and card fulfillment services. Turning to mobile. Accelerating adoption of digital channels is driving continued strong demand in cross-sell opportunities for our solutions, as financial institutions move to strengthen consumer loyalty and engagement through this dynamic and fast-growing channel. We are very pleased with the increasing penetration of our mobile solution within our client base. As an example, we are partnering with Sterling Savings Bank, a $9 billion institution based in Spokane, Washington. Sterling migrated their core solution in 2011 and will expand their relationship with FIS by deploying a wide range of digital solutions that include mobile banking, remote deposit capture and mobile prepaid. In addition to mobile, the bank also is enhancing its business e-banking offering by augmenting its consumer online banking channel to include account origination and deposit capabilities. These and many other similar engagements offer continued endorsement for the breadth of our capabilities, as well as our go-to-market strategy in North America. Next, I'll cover international markets on Slide 11. Our business continues to perform very well. Revenue is up more than 9% year-to-date, and the international pipeline is the strongest in our company's history. In the quarter, results were driven by strong growth in Latin America, consulting services in Europe and new client implementations in Asia. Based on the robust pipeline and our past success in the international market, we believe FIS is well positioned to continue to drive higher growth in domestic-only providers. With that as a backdrop, earlier this month, I attended our third annual international conference in London. Overall attendance was up 50% over last year with clients from 45 countries around the world. The event centered on the changing buyer for financial services and the need for financial institution to evolve to new customer interaction models, a sentiment embraced by the international participants. Much like our North American conferences, we expect this client event to influence deals and create new cross-sell opportunities. Specific to our markets, in Europe, banks continue to face a changing environment, as economic headwinds, increased regulation and a changing financial services landscape persist. While overall IT spending is expected to remain flat, these market dynamics are directing more investment spend to third-party providers like FIS. Our European consulting business continues to generate strong growth. We are engaged in more discussions around our outsourced processing solutions and service capabilities. As an example, in May, Sainsbury's, a leading retailer in the United Kingdom, announced plans to acquire the remaining 50% ownership in Sainsbury's Bank from Lloyds Banking Group. Sainsbury's also announced the selection of FIS as the bank's new technology partner, whereby we will deliver realtime core banking and back-office processing support on an outsourced basis. We have executed the heads of terms and are generating revenue under our current arrangement. We are very excited about this opportunity and look forward to providing additional details once the bank receives regulatory approval and all agreements have been finalized, which we expect to occur in the third quarter. In Asia, new banking requirements and the next wave of technology replacements are aiding our core solution opportunities. In addition, financial institutions are increasing their investments in specific channels, including unified payments and serving the underbanked. For example, we continue to see strong increases in our Payments business as we expand our footprint throughout Southeast Asia and India. The India ATM initiative is progressing as planned, and transaction volumes are ramping up in line with our expectations. In addition, we are benefiting from growth within existing clients, such as Karnataka Bank, which also is broadening its ATM presence to reach the underbanked market. Given our experience and successful track record in deploying and managing ATMs in India, we are very optimistic about further expansion in the region. Turning to Latin America. Brazil continues to be a strong source of growth, and we remain bullish on the region. Our card business continues to deliver double-digit increases, driven by new client additions and continued growth in card usage and adoption. This, in turn, is driving higher demand for our cardholder support services. Having just returned from Brazil, we are very pleased with our performance there. We are encouraged by the opportunity to further expand our offerings in Brazil and across the region, where we have lower penetration. Next, if you will turn to Slide 12, I will provide a brief update on our go-to-market strategy for global financial institutions. As we discussed on the first quarter call, our target group within this market includes more than 25 of the largest global and multinational financial institutions. To better serve this market, we have built a highly experienced and dedicated global team to focus exclusively on these clients, where we have strong C-suite relationships. This team is highly complementary to our existing bench of financial technology and consulting professionals and will be instrumental in helping us to maximize opportunities in this key market. We look forward to sharing additional details as this plan progresses. Finally, if you will turn to Slide 13, I will provide additional details about our new commercial agreement with Merchant Customer Exchange. This is potentially one of the most significant payment deals for the industry in the last several years. MCX is the consortium of leading retailers who seek to offer an integrated mobile commerce platform that will enhance the customer experience and strengthen customer loyalty. We are very excited to support this groundbreaking initiative, which, once again, is a testament to the breadth and scalability of our payment solutions. This encompasses the ability to integrate and interface with multiple platforms, our expertise in payment network management and our strong relationships in the financial institution and retail markets. This strategic agreement includes the design, build and ongoing management of the MCX network within the existing FIS payments network infrastructure. FIS will provide payment processing, payment network infrastructure and payment rails, including the switching, routing and settlement functions. This will enable MCX to authorize and execute transactions in real time. MCX will govern the network rules and economics. The total financial benefit to FIS could be significant, depending on the overall success of MCX in the broader market. However, under the minimum contractual fees, this is a large sale for FIS and will generate reoccurring revenue spanning the next 7 years. This endeavor is a great example of our ability to leverage our core competencies, technology investments and broad solution suite to drive customer-specific innovation. In closing, consider the key takeaways outlined on Slide 14. We're confident in our global business strategy and are committed to delivering our plan of operational excellence. We are pleased with our first half performance and remain focused on driving profitable organic revenue growth, which we have seen for 14 consecutive quarters. We continue to drive new sales, as evidenced by the growth in financial institution bookings. And we are encouraged by the strength of the global sales pipeline. Overall, we believe the powerful combination of FIS technology solutions, service capabilities and consulting expertise, coupled with our global scale, offered an unparalleled value proposition in the market. Again, thank you for joining us this morning. Woody will now highlight our financial results.

Thanks, Gary. I'll begin on Slide 16 with a summary of our consolidated results. Consolidated revenue increased 3.8% to $1.5 billion and grew 3.7% on an organic basis in the second quarter, after normalizing for currency and acquisitions. These results include approximately $14 million in previously disclosed termination fees related to M&I, which partially offset the related loss of high-margin account processing revenue. As we discussed last quarter, these termination fees will decline in the second half of the year. EBITDA grew 2.8% to $450 million. The EBITDA margin was 29.8% compared to 30% in the second quarter of 2012, reflecting a less favorable revenue mix and higher information security costs. Incremental information security costs reduced the margin by approximately 60 basis points. Adjusted net earnings from continuing operations increased 5.5% to $209 million, and adjusted earnings per share increased 7.6% to $0.71 compared to $0.66 in the 2012 quarter. Consistent with our guidance for full year 2013 and as we discussed in last quarter's call, we did not expect the rate of organic growth and margin expansion that we saw in the first quarter to carry forward into the second quarter, given the strong weighting of termination fees early in the year. For the first half of 2013, revenue increased 4.2% on a reported and organic basis. Adjusted EBITDA increased 5.5% to $878 million, and the margin expanded 40 basis points to 29.4%. Adjusted earnings per share rose 10.8% to $1.33 per share. We are pleased with our strong first half results, which are in line with our expectations. Next, I will continue on Slide 17 with the segment review. Financial Solutions revenue increased 4.2% to $587 million in the second quarter and grew 2.7% organically, driven by strong growth in e-banking solutions, global commercial services and consulting revenue. Financial Solutions EBITDA increased 7.5% to $231 million, and the EBITDA margin expanded 120 basis points to 39.4%, driven primarily by increased termination fees and higher license revenue compared to the prior year quarter. While we continue to anticipate mid-single-digit revenue growth within this segment for the year, we expect growth in the third quarter to remain challenging due to the deconversion of M&I accounts in October of 2012. Turning to Slide 18. Payment Solutions revenue increased 2.8% to $623 million. Revenue increased 4.2%, excluding the check businesses, driven by growth in e-payments and output solutions. Payment Solutions EBITDA increased 5.3% to $263 million in the quarter, and the margin increased 100 basis points to 42.2%, driven primarily by higher termination fees. As a reminder, our Payments business follows a seasonal trend of lower revenue in the third quarter compared to the second quarter, due to the increased volumes for processing of tax payments in the second quarter. Now I'll cover our International business on Slide 19. Organic revenue grew 7.9% in the quarter, led by strong growth in Latin America, including double-digit growth in our -- in Brazil, our European consulting practice and new client implementations in Asia. Growth within our International segment was affected by lower license revenue and a client deconversion in Germany, which caused a 4-point headwind for the quarter. We expect organic growth in the second half of 2013 to be much stronger with the onboarding of several new clients, such as Sainsbury's, FirstBank of Puerto Rico and Vietinbank, as well as the ongoing ATM expansion in India. We continue to anticipate double-digit growth in International for the year. The currency impact on International revenue was $6.6 million in the second quarter or about 2 points, resulting in reported growth of 5.6%. Slide 27 in the appendix provides a composition of International revenue by local currency. International EBITDA increased 2.7% to $65 million in the second quarter. EBITDA margin declined 60 basis points to 21.4%, primarily due to the items I described earlier, which impacted the International margin by 190 basis points. The earnings impact from foreign currency rates was not material. Corporate expense increased $19 million to $109 million in the quarter, driven by increased investments in information security risk management and higher-than-anticipated medical costs. We anticipate corporate expense of approximately $105 million per quarter for the balance of the year. Next, I'll provide a reconciliation of GAAP to non-GAAP earnings per share on Slide 20. GAAP earnings totaled $0.31 per share compared to $0.52 per share in the second quarter of 2012. These GAAP results are adjusted to exclude $0.14 of acquisition-related amortization and $0.14 related to refinancing activities completed in the second quarter. The remaining $0.12 represents an adjustment to the estimated future Capco earnout, driven by the strong year-to-date results and improved expectations about the future performance of this business, which increases the earnout liability. We continue to see strong demand for consulting and services work. This brings us to adjusted earnings per share of $0.71, which is a 7.6% increase compared to $0.66 in the prior year quarter. The effective tax rate was 30% compared to 29% in the second quarter of 2012. Both periods reflect the favorable resolution of certain tax positions taken by the company. We continue to anticipate an effective tax rate of approximately 32% to 33% for the full year 2013. The average diluted share count declined to 294.3 million in the quarter compared to 298.3 million in the second quarter of 2012. Basic shares outstanding were 292.1 million as of June 30. Moving on to cash flow on Slide 21. Cash flow from operations totaled $199 million in the second quarter of 2013, after adjusting for the $52 million bond premium payment and the $10 million net change in settlement activity. Capital expenditures totaled $83 million or approximately 5.5% of revenue, which brings us to free cash flow of $115 million compared to $178 million in the prior year quarter. The decline resulted from higher cash tax payments in the current period. We still anticipate free cash flow for the year to be in line with adjusted earnings. Our use of the free cash flow during the second quarter remained consistent with our capital allocation priorities of investing for growth, returning cash to shareholders and strengthening the balance sheet. As depicted on Slide 22, we returned more than $188 million to shareholders in the second quarter, including $63 million in dividends and $125 million in share repurchases. We repurchased 2.8 million shares in the open market at an average cost of $44.25 per share. Year-to-date, we have repurchased 5.5 million shares at a cost of approximately $225 million. Approximately $424 million remains available under the existing share repurchase authorization. As we discussed last quarter, we refinanced a portion of our debt in April and issued $1.25 billion in new bonds. In May, we completed the redemption of the $750 million of 7 5/8% bonds that were due in 2017. Debt outstanding totaled $4.8 billion as of June 30, up from $4.6 million as of March 31. The weighted average rate declined to 3.8% at quarter-end. Total debt-to-EBITDA was 2.7x at quarter-end. This is slightly above our targeted debt-to-EBITDA ratio, which is at or slightly below 2.5x. We anticipate reaching our target by the end of the year. Before opening the lines for questions, I will summarize a few key takeaways for the quarter and our outlook for the remainder of the year on Slide 23. We're pleased with our first half results, which are in line with our expectations. We remain encouraged by the stable to improving macro trends in the market, as evidenced by continuing demand for consulting and services. We are maintaining our outlook for 3% to 5% organic revenue growth and 4% to 6% reported revenue growth. Due to the continually strong demand for consulting and services, we anticipate the EBITDA margin to trend towards the lower end of our guidance for 30 to 50 basis points of margin expansion in 2013. We continue to anticipate adjusted earnings per share of $2.77 to $2.87, which is an increase of 11% to 15% over 2012. Free cash flow is expected to convert at approximately 100% of adjusted net earnings for the full year, and we remain focused on deploying cash in value-enhancing ways, including investing for future growth, maintaining a strong balance sheet and returning cash to shareholders. That concludes our review of the second quarter results. Operator, we can now open the line for questions.

[Operator Instructions] Our first question will come from the line of Ashwin Shirvaikar with Citi.

Guys, it looks like pretty good execution here. My question is with regards to the 4% to 6% revenue growth range. At this stage, half the year being done, what causes you to be at the lower end of the range versus the upper end of the range? How would you kind of bias that? I understand 3Q is weaker than 2Q, and then that's kind of seasonal, and then you end up with a stronger 4Q, but any comments there?

Again, look, our organic revenue for the first half of the year is 4%, and it's in line with our expectations, and we're pretty pleased with it. We continue to see strong demand in services and consulting revenue and have pretty good visibility into the back half of the year. With regard to reported revenue growth, we had mFoundry in there, which has got some growth in there and some of the acquisitions from last year that's driving some additional growth. So we're pleased with our first half of the year and feel comfortable with our growth, but we're not at a point, Ashwin, where we're ready to increase the revenue guidance at this point.

Yes, Ashwin, just to build on Woody's comment, I mean, you're seeing it every quarter. You're continuing to see our sales coming on in very highly, reoccurring, outsourced leveraged transactions. When you look at the Sainsbury's example, when you look at MCX, these take time to convert, take time to ramp up. And we're really seeing a continued decline in bigger license deals, which -- so long term, it's a great outcome for us as a company, but those deals just continue to push and may take longer to onboard and start putting to the revenue line.

And on top of that, we have a very strong pipeline.

Yes.

To go with it.

Right. So as I kind of take those comments and think forward into the rest of this year and 2014, would -- is it safe to kind of say that, as we think about the next 18 months, that hole that's left by M&I is going to be filled at this point?

Well, we're not giving '14 guidance at this point, Ashwin, but as we've talked about on previous calls, and as you've seen on this call, we're very pleased with our sales success. We may not get it exactly the way it came of, but a combination of the India ATM deals, Bremer Bank, Webster Bank, Guaranty Bank, Sainsbury's, MCX deal, this [ph] and all these wins are items that will help us fill that hole in 2014.

Exactly right. I mean, we never thought that we would fill like-for-like on the M&I platform. We knew that our strength of the company is our diversification of product, our diversification of platform, diversification of market. And so you'll continue to see us log these big wins around the globe, and all of those things will help us as we go into 2014.

Understood. And then one last question, information security, obviously, a 60-basis-point hurt to costs this quarter. How much of that is onetime expenses versus things that become part of the base of costs?

Yes, I think as we annualize through 2013, it will be more of a normal run rate, if you will. I don't think you've got a lot of onetimes. From an information security and risk standpoint, in Q2, it's much more business as usual. As you read the paper and look at the news, globally, information security and cyber attacks are more prevalent and complicated, more sophisticated than ever, and we have to be prepared to repel and defend against these attacks. So we continue to invest in that area. Information security has always been a top priority for FIS and will continue to be that.

But there's not a lot of onetime in this. And as Woody said, this is really the new norm, and everybody in this industry are going to be subjected to making those investments.

Our next question comes from the line of Brett Huff with Stephens, Inc.

A couple of quick questions for you. It seems to me that you guys are having a lot of success on the big deals. But as you had a little bit of a mix headwind, and I think that was probably expected as you move -- had more and more success in the bigger banks and with Capco. In our view, that should give us more confidence on the Street that you have potential upside to sort of the 4%, 5% type organic growth. So as we look forward, should we feel more optimistic on potential upside for the organic growth but just know that they may come with not quite a large margin expansion as we've come to expect? Is that kind of a way to think about the medium term for you all?

Yes, Brett, this is Gary. I think that's well said. I mean, we have forecasted over now for multiple quarters this move towards outsourcing, this move toward services. Certainly, our consulting practice leads the way with an indicator of what's going on in the various markets. And we see that the very positive aspect as well that we're signing these larger, more complex, more transformative deals. I mean, clearly we have the M&I grow-over that we have to deal with, but we deal with grow-overs every year. This one's just -- this one's a little more chunky. But we feel good about our go-to-market. We feel good about the success we're having. We've said also in multiple quarters, the rate at which our license fee business had dropped off was a little faster than I think we thought. We actually don't see that as a bad thing. Once again, I think clients are looking for ways to transform their environments, get costs down, go with a provider that has the scale and capabilities for them to be successful in the future. And we're seeing it in not only our pipeline, as Frank mentioned, which is very robust, but in the signings that we're having every quarter.

Brett, the thing is our clients are looking for the servicing capability. So we have the products, but fortunately, we're well positioned with our servicing offerings that we could give to our clients today. And that's what they're looking for. They're looking for that mix not only of products but all the servicing capabilities.

So to your margin question specifically, clearly, those -- these larger opportunities come on at lower margin than a license fee transaction. As you know, historically, FIS has always done an excellent job at controlling our costs and getting our costs out margin expansion. But we're always looking for good profitable revenue growth. And so if we have to take a little less margin expansion to get that, we see that as a good outcome. But we'll continue to stay focused on the cost side of the equation as well because we know, as these deals in our pipeline continues to transform, there's going to be areas that we're going to be able to pull down investment and/or reduce our cost structure to help augment that.

All right. And just the second question, can you give us any numbers on the bookings this quarter? It sounds like they're going well, although I know it's very hard to think about what MCX and all kind of stuff could potentially be. But could you give us that number? And is there any impact that you're seeing from any additional FDIC or lenders or the things going on there? Could you address that?

Yes, no, it's a good question. We're going to try to not talk about where we are at bookings year-to-date every quarter. But as I said in my prepared remarks, they are definitely up year-to-date and actually up very nicely. When you talk about our Report of Exam, as you know, that's confidential document, but certainly, we're working with our clients on that and, at this point, monitoring it very closely. Our pipeline is very strong, and our booking success was very strong in Q2. We feel we're going to have a good solid Q3 results as well, but we're going to continue to monitor that.

Our next question comes from the line of Glenn Greene with Oppenheimer. Glenn Greene - Oppenheimer & Co. Inc., Research Division: The first one, I just want to drill down on International a little bit. It sounds like Brazil was fine, still on double digits. And I guess most of the somewhat smaller growth, the 8% organic was Europe. And if I heard Woody right, it sounded like a 4-point headwind from a German bank or a client deconversion. Could you just sort of talk through that drag? And was that kind of known and that you kind of expected heading into the year? It sounds like a pretty large client. And then how do we get comfort -- you seemed very confident that will accelerate meaningfully in the back half. How do we get comfort there?

I'll take your first big part of the question first. Brazil did see double-digit growth again. We continue to see good growth down there in both new client adds, as well as card adoption and usage, so saw a good growth in Brazil. I think there were some people worried about some of the macro trends down there. We have not seen it to date, so very positive on Brazil. In Europe, our European business did lose a client in Germany. That, combined with lower license fees, were about a 4-point headwind. As Gary and I have talked about with you guys the last couple of quarters, we continue to see a shift between onetime license fees more to ongoing outsourcing revenue, which will be lumpy from quarter to quarter, from time to time. So we did see a client deconversion. We saw some lower license fee in the second quarter. That's not necessarily a bad thing, with the change to license -- to outsourcing from license, but it did have about a 4-point headwind in the quarter.

Glenn, to build on that, our confidence in Europe -- to your point specifically, while our confidence in Europe, I mean, we definitely don't do this. It's very rare for us to talk about a potential client signing, but since Sainsbury's Bank actually announced that we're the vendor of choice, that certainly -- and we've already got a fairly significant staff engaged there and working on the implementation, we feel very good about Europe in general. We've forecasted that for the last several quarters. With all the consulting activity, we continue to see that grow and rise every quarter, and so we feel good about that. Now we're starting to see some of these large transformational deals we talked about. Now of course, Sainsbury's has got to get regulatory approval, and we got to get the final agreement signed, but they are -- and we do have people engaged there, a fairly significant amount, and they are paying us. So we feel good about where Europe is going.

And in the back half of the year, we're still very comfortable with double-digit growth in International.

Absolutely. Glenn Greene - Oppenheimer & Co. Inc., Research Division: Okay. And that probably -- and that include both double-digit in Brazil and in Europe?

That's aggregate International segment growth double digits.

Yes. Glenn Greene - Oppenheimer & Co. Inc., Research Division: Okay. I'll take a little bit of that offline. But one more question, the $50 million adjustments related to Capco, and it sounded like related to earnouts?

Yes. Glenn Greene - Oppenheimer & Co. Inc., Research Division: Can you talk about that a bit, like how that's determined, what it's based on and kind of if you have the visibility toward that?

Yes, if you look at when we did the acquisition of Capco, there was an earnout connected to revenue and profit performance over a several-year time horizon. As we've looked at Capco's ability to drive additional services in the LFI space or the GFI space, our viewpoint around that division has improved. We believe that their ability to grow the revenue and the profit has improved from our original base case. And what that does is it requires a change in the estimated earnout liability or an increase to the estimated earnout liability. So that's really what drove that acquisition. Glenn Greene - Oppenheimer & Co. Inc., Research Division: So you had initially taken that down, I recall, and now you're taking it back up...

That's correct. Glenn Greene - Oppenheimer & Co. Inc., Research Division: Because the outlook looks better?

That's correct.

Yes, Glenn, it's actually a win-win situation for us. It's very good for the company, and it's excellent for the Capco personnel also.

Next, we'll go to the line of David Togut with Evercore Partners.

Can you bracket for us what the 3 large contract wins or expansion of existing clients might mean for you long-term? If we look at, for example, Sainsbury's, KeyBank and MCX, how big could these contract signings be, either on a TCV basis or an annualized revenue contribution?

David, this is Gary. I mean, we're going to try to avoid giving specifics around these contracts as they're confidential. I can certainly -- we feel confident that Sainsbury's will be the largest core banking deal done in Europe that we're aware of, from a sizing standpoint. MCX, as I highlighted in my prepared remarks, even just under the minimums to operate the network will be a significant win for us. We judge significant wins as contracts greater than $25 million, just to kind of give you some scoping. Obviously, these would be much larger than that. So -- but in general, these are very, very nice transactions for us and can produce meaningful movement for us.

When you say greater than $25 million, do you mean TCV or $25 million a year in revenue?

Correct, TCV. When we've started looking at large contracts, when you get a total contract value of greater than $25 million, we consider that a fairly large transaction. We have -- given our size, as you would imagine, we do thousands and thousands of contracts a year. And so a deal of a size greater than $25 million over the term is a fairly significant deal for us.

And David, I mean, Sainsbury's and MCX, both on any metric you look at, they're significant deals.

Exactly. Exactly.

They're both very significant deals. And it's not only about what they are today but what they could -- potentially could be in the future for us.

I see. And then just as a quick second question, Gary, could you give us a sense of unit pricing trends in the core financial services business, let's say, starting with kind of community banks, credit unions and working your way up to your larger bank customers?

Yes. It's been pretty consistent, David, and it really has not changed much. We continue to see some price compression on the unit costs. That renewal time around existing services, we typically guide it somewhere between 100 and 150 basis points of headwind. But we also continue to see us take much more wallet share during that process, the renewal process, or throughout the agreement. And so we continue to see renewals as an opportunity to do our cross-sell and up-sell. That's what typically is going on in the community markets, both credit union and community banks. As you move up into, really, the large financial institutions in International, those tend to be much more services-oriented and much more complex transactions, so the whole concept of unit costs are a little different in that market. It tends to be geared around the service of capability, a person or delivery. And those deals are of the size that is just really driven by the market. There's not unique trends because those, when you get the best size, tend to be unique. We shared the unit costs in India. That was an exception when we went through the India process, and as you know, that ended up being -- we disclosed that one, a $0.5 billion CV. And so -- but that one -- those unit costs were very, very profitable. Considering all of the circles that went, they were on the higher end of those circles.

Our next question comes from the line of Dave Koning with Baird. David J. Koning - Robert W. Baird & Co. Incorporated, Research Division: I guess just the first question I had is on FX. It's pretty straightforward just on the revenue side. But the one nice thing you've got is the big Indian footprint of expenses that we would've expected to help -- just the recent rupee movement to help the expense base a little bit. I'm wondering, maybe you can give -- how big of your -- like what percentage of your expense are in rupees and maybe what that impact is or some sort of formula to help us understand what the impact of the rupee benefits can be.

Yes, let me just take you back, looking at revenue, it was about $7 million for the quarter, so a relatively small impact for us, net 2 points on the international growth rate. For earning -- the earnings impact, in the aggregate, was very, very small, minutiae basically. We haven't given out specific India cost base with regard to our exposure or the benefit that we might get out of India. I can tell you for the second quarter, our overall earnings impact around FX rates was just not material there. David J. Koning - Robert W. Baird & Co. Incorporated, Research Division: Okay. Okay, great. And then the second thing, just reviewing the timing of the M&I termination fees, if I remember right, last Q4 was kind of the beginning of some of those, and then Q1 and Q2 of this year were maybe the highest, and then the back half of this year much lower, and then they're gone by Q1 of '14. Is that about right? Maybe you could size it a little bit.

That's right. I think in October, really, it was the actual deconversion. So fourth quarter, you'll definitely see an impact. You will see an impact because we had some heightened services in the third quarter of 2012. So until we annualize that into the fourth quarter, you will still see it as a bit of a headwind in the third quarter.

Our next question comes from the line of Julio Quinteros with Goldman Sachs.

Just a couple of quick ones on the technology front. Maybe just to understand a little bit more about the work with MCX that you guys are doing, can you just talk a little bit about the capability itself? Is this a PIN debit offering, an ACH offering? Will there be any credit card functionality? And then lastly, is mFoundry incorporated into the solution that you guys proposed for MCX?

Yes, all good questions, Julio. Let me just start at the top and tell you what it is. Basically, what we're doing is leveraging our network services infrastructure, so we're doing all switching, we're doing all routing, we're doing all settlement, we're doing all network management. If one of our clients happens to be the issuer, then also we'll do the authorization, as you would expect. As far as -- so that's what's in it from an FIS standpoint. So basically, we're running the entire network. We do that -- a lot of that, as you would expect. We do it not only for ourselves. We own a couple of networks, but we also do it for some third parties for some large -- other large networks out there. So this is not a difficult process for us but leveraging a lot of our capabilities, so it's a great win. As far as is mFoundry involved in this transaction today, no, but there are certainly some opportunities as we continue to evolve with mobile, with PayNet, with some of those other things. Today, we -- as I said, it's just that we're doing all the infrastructure work for them. MCX is really going to drive what is offered amongst this network. So we bring value in financial institution exposure. We will help MCX with a lot of financial institutions who want to join the network. But they will decide whether credit will be offered as well today. Certainly, the capabilities are there to offer credit. The -- today, it's going to be a debit-oriented platform, and it's going to be a mobile wallet offering, so more of a card not present at the start. But MCX will be laying out more of their vision and timing for it to roll out in those things.

Will it also have an ACH component?

There will be a potential for some ACH there as well. As I've said, MCX will drive how they want to settle those transactions. And obviously, if the financial institutions -- once they are a member of MCX, there is definitely going to be a realtime settlement as well.

Okay. And maybe just staying on the technology themes, a little bit of an update on EMV in terms of what you're seeing with your large clients and your own rollout efforts around EMV.

Well, we've talked about this on prior calls. Given our size and scale internationally, EMV is not something for us to be worried about. We've been doing EMV for years outside of the U.S. We certainly are rolling it out now domestically. Some of our larger clients are starting to roll that out on a small scale. We are ready for EMV when the market is ready for it. And we continue -- as I said, we do have some limited rollout in the U.S. now, especially in their larger scale clients, where they have a lot of international travel.

Okay, got it. And then just lastly, anything on the regulatory investments side? Would that create any opportunities or tailwind to start thinking about '14 and '15 and the kind of post-Dodd-Frank world, with the increased compliance requirement disclosures? Are you guys seeing any momentum on that front, though, yes, from a demand perspective?

Well, we've done a number of tuck-in acquisitions recently, right? We've -- and we've got a lot of capabilities to help train our clients around compliance and regulatory. We continue to see consulting services drive across that. Will it be a tailwind for us? We always think that -- we've always said, traditionally, regulatory change is a good thing for FIS. And having been with the company 25 years, I mean, look, over a long period of time, but any time there is a significant regulatory change, it tends to be very positive for FIS.

And we're clearly well positioned for it, Julio, so we do have the products and the capability.

Absolutely.

And servicing arm to do it.

Our next question comes from the line of John Williams with UBS.

A couple of quick ones. First on the deal environment, you had the Harland deal that just came through last week. I know you said it's not a big priority for you to do deals or buy anybody else at this point. But I'm just curious to know what you're just seeing in the environment right now in terms of pricing, in terms of what assets might be out there that could potentially be interesting for either you or potentially anybody else.

John, I think we're going to stay pretty -- we continue to be committed to our strategy. We think it's a strategy that works. Obviously, we've done a lot of very large transactions over the last 10 to 15 years, culminated with Metavante. Since that time, we're really looking for stuff that really brings us new capabilities or breaks us into new markets. So we're looking more for stuff like mFoundry. We've seen mobile as a great opportunity. We made a minority investment there for years as mobile ramped up. And we think we timed that inflection point of when now mobile is really accelerating. You hear that in our comment. Buying other companies that have other core banking systems, it just brings too much overlap to our client base. And frankly, for us, given where our assets are today and the strength of those assets and the success we're having around them just really brings us a problem. And so we're not interested in doing those kind of transactions today. They just don't -- they don't fit our strategy. But we continue to look for things that do bring us new technology, accelerate and augment things where -- that we already have in our portfolio.

Just to add some color around that, again, domestically, we just don't see anything on the horizon. We do continue to look internationally if we can find new markets or new opportunities that can supplement that large growth market.

So, John, if you look domestically, we just have highly competitive core products that we feel really good about. And we just -- honestly, as Gary talked about, and Woody right now, we absolutely don't see the need to acquire or bring in other core products to compete against what we have when, in fact, right now, we feel we have the best in the marketplace.

Okay, that's helpful. Just in terms of -- just kind of logical follow-on, I guess capital allocation, it looks like leverage ticked up a bit. Just could you run through your priorities, how you think about using capital at this point and what your intention is surrounding paying down some debt versus doing anything else, like the dividend?

Yes, again, we continue to keep it on 3 legs, right, investing for growth, spending 5% to 6% of our revenue back and investing in the business through CapEx. We anticipate keeping our targeted debt at or slightly below 2.5x. It was slightly up on Q2. That's really more seasonality. We tend to tick up slightly in the second quarter and then drive that back down, which we anticipate to drive down the 2.5x or so by the end of the year. And then we've continued to look at share re-buybacks -- or share buyback as an additional way to give value back to shareholders. We bought $100 million in the first quarter, $125 million in the second quarter and have $425 million or so remaining under our authorization. So our capital allocation priorities have remained consistent.

So it does sound like a slight change, though. You had been saying I think 2x to 2.5x, so it's fair to say it's probably closer to 2.5x for the foreseeable future then?

Yes, I think we're kind of targeting trying to get down to 2.5x. And then longer term, the target will be at or slightly below 2.5x.

Okay. And just one other confirmation on -- you said international growth, it was FX adjusted. You said you can do double digits there. That was the plan still?

That's correct. We still feel very confident in double-digit growth for the full year internationally.

Our next question comes from the line of Ramsey El-Assal with Jefferies.

Do you guys see any impact, either directly or indirectly, from the European Commission payment regulations that -- at least the proposed regulations that were put out there recently?

We really don't. No, Ramsey. I mean, we always monitor that -- those kind of changes, regulatory changes worldwide. But at this time, we don't see any impact.

Okay. Can you give us an update on the rate of decline, the rate of volume decline you're seeing in your check business? In other words, is it flattening out at all? Or are you still seeing a pretty consistent, steady decrease in the growth rate in that business year-over-year?

Well, 2 things. So let's -- we always want to make sure we're clear about our check business. There's really 2 check businesses. We have the check authorization at the point of sale. And then we have the -- what we would consider the back-office check processing business for financial institutions. As we've shared with you, we think that the check authorization business at the point of sale will continue to decline, although we are seeing that decline starting to slow. Interesting, on the back-office business, we've also forecasted and we're starting to see that, where our financial institution check processing business is really starting to shallow, we're faster, so the decline is actually slowing. We are actually starting to see -- maybe that's going to even be a headwind for us or turning into a headwind because -- I mean, tailwind, excuse me. As clients start getting their volumes down to a certain level, they are naturally going to want to outsource that function to us. So we actually think, while we said before this is not a business that you would necessarily get into in 2013, given our scale and size, it's going to be -- it's a good business for us. As these volumes continue to come down, more and people want to outsource us.

Right, because as they're losing volumes, the unit cost is going up so high, they're looking to see if they could outsource it.

That's right.

To be specific on the numbers, too, we've typically gotten more of a 10% year-over-year decline. First quarter, I think you saw that more of a 3.5% to 4% type decline. Again, we said one quarter doesn't make a trend, but we have seen second quarter also being that same range of 3.5%, 4%. So...

Definitely slowing.

It's definitely seems to be slowing a bit.

Which is exactly what we've predicted. As you get more and more personnel volume out of the mix, it's just being augmented. The business volume is not falling off as rapidly.

That's great. That makes sense and just really helpful. One last one for me. There's been some coverage in the press lately about NYCE's ability to process signature transactions -- signature debit transactions in a PIN-less format for smaller tickets, sort of sig over PIN as opposed to VISA's PIN over sig kind of capability. Is that something that you see as a potential growth opportunity? Or are we going to see PIN debit network, including NYCE, potentially taking signature share? Or is it still pretty -- is it something you're thinking just kind of pretty nichey.

Yes, Ramsey, at this point, I'm going to put it under the niche column. I couldn't speak to specifics on it, but we'd certainly going to circle back around and follow up with you on it. But the PIN, has not been touting that as a huge opportunity at this point.

Our next question comes from the line of Tien-Tsin Huang with JPMorgan. Tien-Tsin T. Huang - JP Morgan Chase & Co, Research Division: Just on the MCX, obviously, a good win there. I'm just curious how -- there's been a lot of question -- how bank-friendly is the initiative? I'm assuming your core bank customers will obviously be watching it to understand the network infrastructure, the gateway that you're doing. But how are you -- how do you plan on balancing both sides?

Yes, I know, it's a great question. And as you would expect, Tien-Tsin, we've gotten a lot of calls from our financial institution clients. I think, one, what our clients are telling us, there really couldn't be a better partner MCX could have chosen because we are so financially institution-centric. And what I think one of the things MCX saw was our ability to access a very high volume of financial institutions. So I think a lot of the financial institutions are in a wait-and-see, right, exactly what is MCX going to become, what is the volume that is going to get pushed across of it. They see us as a great opportunity to be an intermediator and help negotiate good pricing for the network. So I would tell you the response has been positive, but there is a lot of questions on exactly what MCX is. We're giving our long-standing relationships of driving highly bank-centric networks. They certainly see us as a strong advocate for them to get to a win-win. Tien-Tsin T. Huang - JP Morgan Chase & Co, Research Division: Great. That's a good win. It's definitely a good win. Just on the International, I caught the second half pickup back to double-digit. Anything in the backlog there we should consider that will definitely push it into the double digits?

Well, I mean, Woody and I both counted Sainsbury's coming on. I mean, that's going to continue to ramp up. That's a very large deal. You're seeing Vietinbank that we doubted coming on. The India ATM rollout is going very well. I'm just very pleased with the results that team is producing. Brazil continues to stay strong. So we think that's going to continue to be a tailwind for us as well. So we're bullish on International for the back half of the year.

I think, the back half, it's just the strength in the International pipeline.

Yes, absolutely. Sure.

A combination of pipeline. And if you look at these 3 or 4 significant deals, their opportunity to grow over the next few years is significant.

Absolutely. Tien-Tsin T. Huang - JP Morgan Chase & Co, Research Division: Okay, good. Just want to make sure that those are coming, as you suggested. The last one for me, just I caught the question-and-answer on the Europe regulation stuff. Any chance that, that could -- on any change in rules or what have you, any chance that could help Capco from an advisory standpoint? It seems like that's an area where you could help with adopting.

Yes. Tien-Tsin T. Huang - JP Morgan Chase & Co, Research Division: And then also put a freeze on spend in the region as well as we're trying to figure out what to actually do. And if I can see both sides of it, just trying to assess if that's the situation.

Well, I'll tell you, I mean, our consulting business, Capco, it continues to grow very, very nicely, all right, in both Europe and the U.S. So we're very pleased with the growth you see in our accrual we have to make on the earnout. Certainly, activities around regulatory compliance and being able to meet the needs of those regulatory changes or great consulting engagements for our team. We've got some of the -- obviously, we've got -- we feel we got the best consultants in the industry, and so it aligns very well with that. So I think you're right, it can continue to grow further engagements and continue to help propel growth in Europe.

That's a good point because that's really a sweet spot for Capco. Tien-Tsin T. Huang - JP Morgan Chase & Co, Research Division: Yes. And then how about just a push towards outsourcing? I can see an argument for banks wanting to cut costs but then also maybe take a wait-and-see view on things.

Yes, well, what happened is we've actually got evidence historically, Tien-Tsin, if you look back -- I don't know if you remember the Barclays announcement several years ago. There was a major regulatory change around lending, and they weren't able to implement it through their legacy systems in time to meet the regulatory challenge. So we were able to pick up Barclays through that transaction on an outsourcing basis. So I think there's going to continue to be opportunities like that. As I said, historically, regulatory change has always been a positive for FIS. You start with the consulting engagement and the training around it, but then customers have to adopt those regulations, and that plays typically very well into our platforms. And since we're the leader in the outsourcing space, it tends to come on in an outsourcing manner.

So it's generally a clear movement towards outsourcing, and that plays well for us.

And our final question will come from the line of Brett Huff with Stephens Inc.

Just one more question. I wanted to make sure I understood or heard you right, the new deal wins, I think you're using the term significant as anything over $25 million in, I think, value. Can you just reiterate what you did say on those? I know you don't want to get too detailed, but can you just reiterate that for us?

Yes. I mean, we view a significant contract, Brett, as anything that's got total contract value of $25 million. Clearly, we signed a lot of deals that are a lot larger than that. The India ATM deal was worth $0.5 billion just on TCV, and that should suggest to you guys we're conservative in nature. So when we calculate this internally, we look at what are the minimums that have to be paid under that contract, not what the future could hold, right, to judge the sizings. And so certainly, when we look at Sainsbury's, when we look at MCX, these are substantially larger than what we would -- what we consider a large transaction for us.

And that's what's in the minimum...

Right.

Outside of the potential for growth.

Yes.

And so the India deal is $500 million total contract value to you guys or in total for the whole thing, and you got a chunk of it?

No, to FIS.

That's for FIS. And so once again, those are -- we adjust that off minimums or from a conservative standpoint. So we would expect nothing but upside when we talk about contract sizing.

Potential should be larger.

Thanks, everybody, for joining us this morning. We look forward to speaking with you again soon.

Ladies and gentlemen, this conference will be available for replay after 10:30 a.m. today through August 13, 2013. You may access the AT&T Executive replay system at any time by dialing 1 (800) 475-6701 and entering the access code 296797. International participants, dial (320) 365-3844. Thank you. That does conclude the conference for today. Your participation was greatly appreciated. You may now disconnect your lines.