SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 23, 2003
CERTEGY INC.
(Exact name of Registrant as Specified in its Charter)
| Georgia | 001-16427 | 58-2606325 | ||
| (State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) |
| 11720 Amber Park Drive Suite 600 Alpharetta, Georgia |
30004 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (678) 867-8000
Not Applicable
(Former name or former address, if changed since last report)
| Item 7. | Financial Statements, Pro Forma Information and Exhibits |
| (a) | Financial Statements of Businesses Acquired: |
None.
| (b) | Pro Forma Financial Information: |
None.
| (c) | Exhibits: |
| Exhibit No. |
Description | |
| 99.1 | Certegy Inc. press release dated October 23, 2003, announcing Certegy’s financial results for the third quarter of 2003 (furnished pursuant to Item 12 of Form 8-K). | |
| Item 12. | Results of Operations and Financial Condition |
On October 23, 2003, Certegy Inc. (“Certegy”) issued a press release to announce its financial results for the third quarter of 2003. A copy of the press release is attached as Exhibit 99.1.
The press release presents certain operating income and corporate expense measures that exclude charges in 2002 for asset impairment in our Brazilian card operation, litigation settlement, severance and market value loss on life insurance policies collaterally assigned to Certegy. The press release also presents an earnings per share projection that excludes charges in 2003 related to contract early termination costs and other net charges primarily related to downsizing our Brazilian card operation. The press release reconciles these measures to the most directly comparable operating income and earnings per share measures calculated and presented in accordance with GAAP.
Management believes that presentation of these measures excluding the described charges is useful because it allows investors and management to evaluate and compare Certegy’s core operating results from ongoing operations from period to period in a more meaningful and consistent manner than relying exclusively on GAAP financial measures. Non-GAAP financial measures however should not be considered in isolation or as an alternative to financial measures calculated and presented in accordance with GAAP.
As used herein, “GAAP” refers to accounting principles generally accepted in the United States.
The information in this Report, including the Exhibit attached hereto, is furnished solely pursuant to Item 12 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CERTEGY INC. | ||||||||
| By: | /s/ Michael T. Vollkommer | |||||||
| Name: Michael T. Vollkommer | ||||||||
| Title: Corporate Vice President and Chief Financial Officer | ||||||||
Dated: October 23, 2003