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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
Form 10-Q
_______________________________________________
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to

Commission File No. 001-16427
_______________________________________________
Fidelity National Information Services, Inc.
(Exact name of registrant as specified in its charter)
Georgia 37-1490331
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
  
347 Riverside Avenue  
JacksonvilleFlorida 32202
(Address of principal executive offices) (Zip Code)
(904) 438-6000
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
TradingName of each exchange
Title of each classSymbol(s)on which registered
Common Stock, par value $0.01 per shareFISNew York Stock Exchange
0.625% Senior Notes due 2025FIS25BNew York Stock Exchange
1.500% Senior Notes due 2027FIS27New York Stock Exchange
1.000% Senior Notes due 2028FIS28New York Stock Exchange
2.250% Senior Notes due 2029FIS29New York Stock Exchange
2.000% Senior Notes due 2030FIS30New York Stock Exchange
3.360% Senior Notes due 2031FIS31New York Stock Exchange
2.950% Senior Notes due 2039FIS39New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer  
☐
Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES ☐ NO ☒
As of October 31, 2024, 538,354,354 shares of the Registrant's Common Stock were outstanding.



FORM 10-Q
QUARTERLY REPORT
Quarter Ended September 30, 2024
INDEX
 Page
Part I: FINANCIAL INFORMATION
 
 
 



1

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)
September 30, 2024December 31, 2023
ASSETS  
Current assets:  
Cash and cash equivalents$1,323 $440 
Settlement assets736 617 
Trade receivables, net of allowance for credit losses of $43 and $31, respectively
1,841 1,738 
Other receivables147 109 
Receivable from related party88 — 
Prepaid expenses and other current assets621 641 
Current assets held for sale1,314 10,111 
Total current assets6,070 13,656 
Property and equipment, net620 695 
Goodwill17,050 16,971 
Intangible assets, net1,400 1,823 
Software, net2,229 2,115 
Equity method investment4,133 — 
Other noncurrent assets1,644 1,528 
Deferred contract costs, net1,184 1,076 
Noncurrent assets held for sale17 17,109 
Total assets$34,347 $54,973 
LIABILITIES AND EQUITY  
Current liabilities:  
Accounts payable, accrued and other liabilities$1,861 $1,773 
Settlement payables750 635 
Deferred revenue839 829 
Short-term borrowings112 4,760 
Current portion of long-term debt317 1,348 
Current liabilities held for sale1,263 8,884 
Total current liabilities5,142 18,229 
Long-term debt, excluding current portion10,491 12,970 
Deferred income taxes717 2,179 
Other noncurrent liabilities1,426 1,446 
Noncurrent liabilities held for sale— 1,093 
Total liabilities17,776 35,917 
Equity:  
FIS stockholders' equity:  
Preferred stock $0.01 par value; 200 shares authorized, none issued and outstanding as of September 30, 2024, and December 31, 2023
— — 
Common stock $0.01 par value, 750 shares authorized, 633 and 631 shares issued as of September 30, 2024, and December 31, 2023, respectively
6 6 
Additional paid in capital47,080 46,934 
(Accumulated deficit) retained earnings(22,343)(22,906)
Accumulated other comprehensive earnings (loss)(387)(260)
Treasury stock, $0.01 par value, 90 and 48 common shares as of September 30, 2024, and December 31, 2023, respectively, at cost
(7,787)(4,724)
Total FIS stockholders' equity16,569 19,050 
Noncontrolling interest2 6 
Total equity16,571 19,056 
Total liabilities and equity$34,347 $54,973 
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
2

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Loss)
(In millions, except per share amounts)
(Unaudited)
 Three months ended September 30,Nine months ended September 30,
 2024202320242023
Revenue$2,570 $2,492 $7,528 $7,318 
Cost of revenue1,593 1,531 4,700 4,632 
Gross profit977 961 2,828 2,686 
Selling, general, and administrative expenses521 484 1,703 1,557 
Asset impairments2 7 20 8 
Other operating (income) expense, net - related party(36)— (110)— 
Operating income (loss)490 470 1,215 1,121 
Other income (expense):  
Interest expense, net(64)(162)(184)(464)
Other income (expense), net(38)11 (222)(74)
Total other income (expense), net(102)(151)(406)(538)
Earnings (loss) before income taxes and equity method investment earnings (loss)388 319 809 583 
Provision (benefit) for income taxes108 70 215 140 
Equity method investment earnings (loss), net of tax(33)— (110)— 
Net earnings (loss) from continuing operations247 249 484 443 
Earnings (loss) from discontinued operations, net of tax(22)(708)687 (7,342)
Net earnings (loss)225 (459)1,171 (6,899)
Net (earnings) loss attributable to noncontrolling interest from continuing operations(1)(1)(2)(2)
Net (earnings) loss attributable to noncontrolling interest from discontinued operations— (1)— (3)
Net earnings (loss) attributable to FIS common stockholders$224 $(461)$1,169 $(6,904)
Net earnings (loss) attributable to FIS:
Continuing operations$246 $248 $482 $441 
Discontinued operations(22)(709)687 (7,345)
Total$224 $(461)$1,169 $(6,904)
Basic earnings (loss) per common share attributable to FIS:
Continuing operations$0.45 $0.42 $0.86 $0.74 
Discontinued operations(0.04)(1.20)1.23 (12.41)
Total$0.41 $(0.78)$2.09 $(11.66)
Diluted earnings (loss) per common share attributable to FIS:
Continuing operations$0.45 $0.42 $0.86 $0.74 
Discontinued operations(0.04)(1.20)1.22 (12.41)
Total$0.41 $(0.78)$2.08 $(11.66)
Weighted average common shares outstanding:
Basic545 592 558 592 
Diluted548 592 561 592 
Amounts in table may not sum or calculate due to rounding.
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
3

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(In millions)
(Unaudited)

 Three months ended September 30,Nine months ended September 30,
 2024202320242023
Net earnings (loss)$225 $(459)$1,171 $(6,899)
Other comprehensive earnings (loss), before tax:
Foreign currency translation adjustments130 (337)(21)102 
Change in fair value of net investment hedges(217)208 15 (213)
Excluded components of fair value hedges(47)84 (76)61 
Reclassification of foreign currency translation adjustments to net earnings (loss) from discontinued operations— — (148)— 
Share of equity method investment other comprehensive earnings (loss)121 — 121 — 
Other adjustments2 2 (2)3 
Other comprehensive earnings (loss), before tax(11)(43)(111)(47)
Provision for income tax (expense) benefit related to items of other comprehensive earnings (loss)37 (34)(16)(1)
Other comprehensive earnings (loss), net of tax26 (77)(127)(48)
Comprehensive earnings (loss)251 (536)1,044 (6,947)
Net (earnings) loss attributable to noncontrolling interest(1)(2)(2)(5)
Comprehensive earnings (loss) attributable to FIS common stockholders$250 $(538)$1,042 $(6,952)
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.






4

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
Three and nine months ended September 30, 2024
(In millions, except per share amounts)
(Unaudited)

   Amount
   FIS Stockholders  
      Accumulated   
 Number of shares Additional other   
 CommonTreasuryCommonpaid inRetainedcomprehensiveTreasuryNoncontrollingTotal
 sharessharesstockcapitalearningsearnings (loss)stockinterestequity
Balances, June 30, 2024633 (84)$6 $47,024 $(22,369)$(413)$(7,276)$4 $16,976 
Exercise of stock options— — — 1 — — — — 1 
Purchases of treasury stock— (6)— — — — (500)— (500)
Treasury shares held for taxes due upon exercise of stock awards— — — — — — (11)— (11)
Stock-based compensation— — — 55 — — — — 55 
Cash dividends declared ($0.36 per share per quarter) and other distributions
— — — — (198)— — (3)(201)
Net earnings (loss)— — — — 224 — — 1 225 
Other comprehensive earnings (loss), net of tax— — — — — 26 — — 26 
Balances, September 30, 2024633 (90)$6 $47,080 $(22,343)$(387)$(7,787)$2 $16,571 

   Amount
   FIS Stockholders  
      Accumulated   
 Number of shares Additional other   
 CommonTreasuryCommonpaid inRetainedcomprehensiveTreasuryNoncontrollingTotal
 sharessharesstockcapitalearningsearnings (loss)stockinterestequity
Balances, December 31, 2023631 (48)$6 $46,934 $(22,906)$(260)$(4,724)$6 $19,056 
Issuance of restricted stock2 — — — — — — — — 
Exercise of stock options— — — 2 — — — — 2 
Purchases of treasury stock— (42)— — — — (3,001)— (3,001)
Treasury shares held for taxes due upon exercise of stock awards— — — — — — (62)— (62)
Stock-based compensation— — — 144 — — — — 144 
Cash dividends declared ($0.36 per share per quarter) and other distributions
— — — — (606)— — (4)(610)
Sale of Worldpay noncontrolling interest— — — — — — — (2)(2)
Net earnings (loss)— — — — 1,169 — — 2 1,171 
Other comprehensive earnings (loss), net of tax— — — — — (127)— — (127)
Balances, September 30, 2024633 (90)$6 $47,080 $(22,343)$(387)$(7,787)$2 $16,571 

See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
5

FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
Three and nine months ended September 30, 2023
(In millions, except per share amounts)
(Unaudited)
   Amount
   FIS Stockholders  
      Accumulated   
 Number of shares Additional other   
 CommonTreasuryCommonpaid inRetainedcomprehensiveTreasuryNoncontrollingTotal
 sharessharesstockcapitalearningsearnings (loss)stockinterestequity
Balances, June 30, 2023631 (39)$6 $46,846 $(22,076)$(331)$(4,207)$7 $20,245 
Treasury shares held for taxes due upon exercise of stock awards— — — — — — (1)— (1)
Stock-based compensation— — — 49 — — — — 49 
Cash dividends declared ($0.52 per share per quarter) and other distributions
— — — — (311)— — (2)(313)
Net earnings (loss)— — — — (461)— — 2 (459)
Other comprehensive earnings (loss), net of tax— — — — — (77)— — (77)
Balances, September 30, 2023631 (39)$6 $46,895 $(22,848)$(408)$(4,208)$7 $19,444 

   Amount
   FIS Stockholders  
      Accumulated   
 Number of shares Additional other   
 CommonTreasuryCommonpaid inRetainedcomprehensiveTreasuryNoncontrollingTotal
 sharessharesstockcapitalearningsearnings (loss)stockinterest (1)equity
Balances, December 31, 2022630 (39)$6 $46,735 $(15,012)$(360)$(4,192)$8 $27,185 
Issuance of restricted stock1 — — — — — — — — 
Exercise of stock options— — — 40 — — — — 40 
Treasury shares held for taxes due upon exercise of stock awards— — — — — — (16)— (16)
Stock-based compensation— — — 113 — — — — 113 
Cash dividends declared ($0.52 per share per quarter) and other distributions
— — — — (932)— — (6)(938)
Other— — — 7 — — — — 7 
Net earnings (loss)— — — — (6,904)— — 5 (6,899)
Other comprehensive earnings (loss), net of tax— — — — — (48)— — (48)
Balances, September 30, 2023631 (39)$6 $46,895 $(22,848)$(408)$(4,208)$7 $19,444 

(1)Excludes redeemable noncontrolling interest that is not considered equity.

See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
6
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows - (Unaudited) (In millions)
 Nine months ended September 30,
 20242023
Cash flows from operating activities from continuing operations: 
Net earnings (loss)$1,171 $(6,899)
Less earnings (loss) from discontinued operations, net of tax687 (7,342)
Net earnings (loss) from continuing operations484 443 
Adjustment to reconcile net earnings (loss) from continuing operations to net cash provided by operating activities:  
Depreciation and amortization1,291 1,323 
Amortization of debt issuance costs16 22 
Asset impairments20 7 
Loss on extinguishment of debt174 — 
Loss (gain) on sale of businesses, investments and other77 31 
Stock-based compensation142 90 
Loss from equity method investment110 — 
Deferred income taxes(200)(343)
Net changes in assets and liabilities, net of effects from acquisitions and foreign currency:  
Trade and other receivables(23)157 
Receivable from related party(88)— 
Settlement activity(3)5 
Prepaid expenses and other assets(129)(87)
Deferred contract costs(348)(272)
Deferred revenue(41)(47)
Accounts payable, accrued liabilities and other liabilities(89)(28)
Net cash provided by operating activities from continuing operations1,393 1,301 
Cash flows from investing activities from continuing operations:  
Additions to property and equipment(79)(88)
Additions to software(550)(496)
Settlement of net investment hedge cross-currency interest rate swaps(8)(20)
Net proceeds from sale of businesses and investments12,801 45 
Cash divested from sale of business(3,137)— 
Acquisitions, net of cash acquired(56)— 
Coupon payments on interest rate swaps(98)— 
Other investing activities, net(30)(38)
Net cash provided by (used in) investing activities8,843 (597)
Cash flows from financing activities from continuing operations:  
Borrowings15,776 64,437 
Repayment of borrowings and other financing obligations(24,183)(65,822)
Debt issuance costs(6)(2)
Net proceeds from stock issued under stock-based compensation plans2 41 
Treasury stock activity(3,032)(16)
Dividends paid(608)(926)
Purchase of noncontrolling interest— (173)
Other financing activities, net45 (8)
Net cash provided by (used in) financing activities from continuing operations(12,006)(2,469)
Cash flows from discontinued operations:
Net cash provided by (used in) operating activities(5)1,510 
Net cash provided by (used in) investing activities(39)(260)
Net cash provided by (used in) financing activities(65)(188)
Net cash provided by (used in) discontinued operations(109)1,062 
Effect of foreign currency exchange rate changes on cash from continuing operations20 (17)
Effect of foreign currency exchange rate changes on cash from discontinued operations(30)(12)
Net increase (decrease) in cash, cash equivalents and restricted cash(1,889)(732)
Cash, cash equivalents and restricted cash, beginning of period4,414 4,813 
Cash, cash equivalents and restricted cash, end of period$2,525 $4,081 
Supplemental cash flow information:  
Cash paid for interest$366 $583 
Cash paid for income taxes$406 $330 
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
7
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Unless stated otherwise or the context otherwise requires, all references to "FIS," "we," "our," "us," the "Company" or the "registrant" are to Fidelity National Information Services, Inc., a Georgia corporation, and its subsidiaries.

(1)    Basis of Presentation

The unaudited financial information included in this report includes the accounts of FIS and its subsidiaries prepared in accordance with U.S. generally accepted accounting principles and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The preparation of these consolidated financial statements in conformity with United States ("U.S.") generally accepted accounting principles ("GAAP") and the related rules and regulations of the U.S. Securities and Exchange Commission ("SEC" or "Commission") requires our management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The inputs into management's critical and significant accounting estimates consider the economic impact of inflation and economic growth rates. These estimates may change as new events occur and additional information is obtained. Future actual results could differ materially from these estimates. To the extent that there are differences between these estimates, judgments and assumptions and actual results, our consolidated financial statements will be affected.

On January 31, 2024, the Company completed the previously announced sale ("the Worldpay Sale") of a 55% equity interest in its Worldpay Merchant Solutions business to private equity funds managed by GTCR, LLC (such funds, the "Buyer"). FIS retains a non-controlling 45% ownership interest in a new standalone joint venture, Worldpay Holdco, LLC ("Worldpay"), following the closing of the Worldpay Sale. FIS' share of the net income (loss) of Worldpay is reported as equity method investment earnings (loss), net of tax. The net cash proceeds received by FIS, net of estimated closing adjustments and transaction costs, are presented as investing cash flows within continuing operations on the consolidated statement of cash flows. See Note 4 for information regarding the equity method investment earnings (loss), net of tax, for the period from February 1, 2024, through September 30, 2024.

During the third quarter of fiscal year 2023, the Company analyzed quantitative and qualitative factors relevant to the Worldpay Merchant Solutions disposal group in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 205-20 and determined that the accounting criteria to be classified as held for sale were met, when a definitive purchase agreement was signed. Accordingly, the assets and liabilities of the disposal group are presented separately on the consolidated balance sheets for all periods presented. In addition, the disposition represents a strategic shift that will have a major impact on the Company's operations and financial results. As a result, the operating results of the Worldpay Merchant Solutions business prior to the closing of the Worldpay Sale have been reflected as discontinued operations for all periods presented and, as such, have been excluded from continuing operations and segment results.

The Worldpay Merchant Solutions business included the former Merchant Solutions segment, in addition to a business previously included in the Corporate and Other segment, which have been reflected as discontinued operations for all periods presented. Accordingly, the Company no longer reports the Merchant Solutions segment; it now reports its financial performance based on the following segments: Banking Solutions ("Banking"), Capital Market Solutions ("Capital Markets") and Corporate and Other. As a result of its ongoing portfolio assessments, the Company reclassified certain non-strategic operations from Banking to Corporate and Other during the quarter ended December 31, 2023. The Company recast all prior-period segment information presented to reflect these reclassifications. See Note 13 for more information regarding our segments.

Certain reclassifications have been made in the 2023 consolidated financial statements to conform to the classifications used in 2024. The consolidated statements of cash flows for the nine months ended September 30, 2024, is presented on a continuing operations basis, with summarized cash flows from discontinued operations for operating, investing and financing activities shown separately. The consolidated statement of cash flows for the nine months ended September 30, 2023, has been reclassified to conform to the 2024 presentation.

Amounts in tables in the financial statements and accompanying footnotes may not sum or calculate due to rounding.

8
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Revision of Prior-Period Consolidated Financial Statements

During the third quarter of 2024, we identified immaterial misstatements affecting the Company's previously issued consolidated financial statements as of and for the annual periods ended December 31, 2023 and 2022, and the quarterly periods ended March 31 and June 30, 2024. The misstatements related primarily to the timing of the recognition of expenses associated with inventory-related accruals, along with their related balance sheet impacts, and the presentation of certain value-added tax balances in the consolidated financial statements. We have revised our prior-period financial statements to correct these misstatements as well as other unrelated immaterial misstatements, including adjustments to Revenue and Other income (expense), net. The revisions ensure comparability across all periods reflected herein. A summary of the revisions to the previously reported financial statements is provided in Note 14.

(2)    Summary of Significant Accounting Policies

The Company adopted the following new significant accounting policy during 2024. See our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for a complete summary of our significant accounting policies.

Equity Method Investment

The Company reports its investments in unconsolidated entities over whose operating and financial policies the Company has the ability to exercise significant influence, but not control, under the equity method of accounting. Equity method investments are initially recorded at cost and are included in Equity method investment on the consolidated balance sheet. Under this method of accounting, the Company's pro rata share of the investee's earnings or losses is reported in Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss). The Company also reports its investor-level tax impact relating to equity method investments as a component of Equity method investment earnings (loss) in the consolidated statement of earnings (loss). The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Equity method investees are considered related parties of the Company.

Distributions received from our equity method investments are recorded as reductions in the carrying value of such investments and are classified on the consolidated statement of cash flows pursuant to the cumulative earnings approach. Under this approach, the distributions should be classified as either a return on investment, which would be included in operating activities, or a return of investment, which would be included in investing activities. Any distributions received up to the amount of cumulative equity in earnings of the investee would be considered a return on investment and classified in operating activities. Any distributions in excess of cumulative equity in earnings of the investee would be considered a return of investment and classified in investing activities. Thus, to the extent our equity in earnings of the investee reflects cumulative losses, the distributions are considered a return of investment and classified in investing activities.

(3)    Discontinued Operations

Sale of Worldpay Merchant Solutions Business

As discussed in Note 1, the Company completed the Worldpay Sale on January 31, 2024. The results of the Worldpay Merchant Solutions business prior to the completion of the Worldpay Sale have been presented as discontinued operations. The assets and liabilities of our Worldpay Brazil and RealNet subsidiaries, the value of which was included as part of the Worldpay Sale, were not conveyed in the closing and are expected to be transferred as soon as all regulatory approvals have been received. These assets and liabilities continue to be reported as assets held for sale, and their related earnings (loss) are reported in Earnings (loss) from discontinued operations, net of tax on the consolidated statements of earnings (loss).

The following table represents a reconciliation of the major components of Earnings (loss) from discontinued operations, net of tax, presented in the consolidated statements of earnings (loss), reflecting activity for the three and nine months ended September 30, 2024 (in millions). The Company's presentation of earnings (loss) from discontinued operations excludes general corporate overhead costs that were historically allocated to the Worldpay Merchant Solutions business. Additionally, beginning on July 5, 2023, the Company ceased amortization of long-lived assets held for sale in accordance with ASC 360.

9
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three months ended September 30,Nine months ended September 30,
2024202320242023
Major components of earnings (loss) from discontinued operations before income taxes:
Revenue$3 $1,201 $409 $3,636 
Cost of revenue(4)(193)(68)(1,462)
Selling, general, and administrative expenses— (520)(155)(1,486)
Asset impairments— (4)— (6,843)
Interest income (expense), net1 4 2 15 
Other, net— (30)(4)17 
Earnings (loss) from discontinued operations related to major components of pretax earnings (loss)— 458 184 (6,123)
Loss on assets held for sale— (1,549)— (1,549)
Loss on sale of disposal group(25)— (491)— 
Earnings (loss) from discontinued operations(25)(1,091)(307)(7,672)
Provision (benefit) for income taxes(3)(382)(994)(327)
Earnings (loss) from discontinued operations, net of tax attributable to FIS$(22)$(709)$687 $(7,345)

During the three and nine months ended September 30, 2023, we recorded a $1.5 billion loss on assets held for sale related to the Worldpay Merchant Solutions reporting unit to reduce its carrying value to its estimated fair value less estimated costs to sell, primarily as a result of the exclusion of certain deferred tax liabilities that were not expected to be transferred in the transaction. This amount was subsequently updated until the closing of the Worldpay Sale.

Upon closing of the Worldpay Sale, a loss on sale of disposal group of $466 million was recorded to reduce the carrying value of the disposal group to an updated estimate of its fair value less cost to sell. During the three months ended September 30, 2024, an additional $25 million estimated loss on sale was recorded to reflect the impact of estimated post-closing adjustments, reflecting a cumulative estimated loss on sale of $491 million. Upon closing of the Worldpay Sale, the Company also recorded a tax benefit of $991 million, primarily from the release of U.S. deferred tax liabilities that were not transferred in the Worldpay Sale, net of the estimated U.S. tax cost that the Company expects to incur as a result of the Worldpay Sale. The estimated U.S. tax cost remains unchanged from the amount recorded as of March 31, 2024, based on available data and management determinations as of September 30, 2024. Final post-closing selling price adjustments, including any related to the expected transfer of our Worldpay Brazil and RealNet subsidiaries, and completion of other purchase agreement provisions in connection with the Worldpay Sale could result in further adjustments to the loss on sale amount and the estimated U.S. tax cost.

The following table represents the major classes of assets and liabilities of the disposal group classified as held for sale presented in the consolidated balance sheets as of September 30, 2024, and December 31, 2023 (in millions). Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell and are not depreciated or amortized.
10
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

September 30, 2024December 31, 2023
Major classes of assets included in discontinued operations: 
Cash and cash equivalents$51 $1,380 
Settlement assets1,260 6,727 
Trade receivables, net of allowance for credit losses of $— and $52
3 1,843 
Prepaid expenses and other current assets— 161 
Total current assets1,314 10,111 
Property and equipment, net— 207 
Goodwill15 10,906 
Intangible assets, net— 5,971 
Software, net— 1,321 
Other noncurrent assets2 613 
Total noncurrent assets17 19,018 
Less valuation allowance— (1,909)
Total assets of the disposal group classified as held for sale$1,331 $27,220 
Major classes of liabilities included in discontinued operations: 
Accounts payable, accrued and other liabilities$3 $998 
Settlement payables (1)1,260 7,821 
Other current liabilities— 65 
Total current liabilities1,263 8,884 
Deferred income taxes— 599 
Other noncurrent liabilities— 494 
Total noncurrent liabilities— 1,093 
Total liabilities of the disposal group classified as held for sale$1,263 $9,977 

(1)As of September 30, 2024, Settlement payables includes $148 million due to Worldpay, which is a related party.

Settlement Assets

The principal components of the Company's settlement assets of the disposal group are as follows (in millions):

September 30, 2024December 31, 2023
Settlement assets
Settlement deposits$— $56 
Merchant float1,151 2,594 
Settlement receivables109 4,077 
Total Settlement assets$1,260 $6,727 

Held-for-sale Disposal Group Measurement

The net assets held for sale as of September 30, 2024, consisting of the net assets of our Worldpay Brazil and RealNet subsidiaries, are recorded at carrying value less cost to sell.


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AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(4)    Equity Method Investment

As discussed in Note 1, the Company completed the Worldpay Sale on January 31, 2024, retaining a non-controlling ownership interest in Worldpay. We account for our remaining minority ownership in Worldpay using the equity method of accounting. As of September 30, 2024, we own 45% of Worldpay. This investment is reflected in Equity method investment on our September 30, 2024, consolidated balance sheet. During the eight-month period from February 1, 2024, through September 30, 2024, the Company's share of the net income of Worldpay and our investor-level tax impact is reported as Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss). During the nine months ended September 30, 2024, we received distributions of $40 million from Worldpay, which are recorded in Other investing activities, net on the consolidated statement of cash flows for the nine months ended September 30, 2024.

Summary Worldpay financial information is as follows (in millions):

Three monthsEight months
endedended
September 30, 2024September 30, 2024
Revenue$1,248 $3,429 
Gross profit$718 $1,771 
Earnings (loss) before income taxes$(99)$(326)
Net earnings (loss) attributable to Worldpay$(160)$(431)
FIS share of net earnings (loss) attributable to Worldpay, net of tax (1)$(33)$(110)

(1)For the three- and eight-month periods ended September 30, 2024, this amount is net of $39 million and $84 million, respectively, of investor-level tax benefit.

Continuing Involvement with Discontinued Operations and Related-Party Transactions

In connection with the closing of the Worldpay Sale, the Company entered into a limited liability company operating agreement (the "LLCA") with respect to Worldpay, and a registration rights agreement with respect to the Company's retained equity interest in Worldpay. The LLCA provides that FIS has the right to appoint a minority of the board of managers of Worldpay and that FIS has customary consent and consultation rights with respect to certain material actions of Worldpay, in each case, subject to ownership stepdown thresholds. The LLCA contains, among other things, covenants and restrictions relating to other governance, liquidity and tax matters, including non-solicitation and noncompetition covenants, distribution mechanics, preemptive rights and follow-on equity funding commitments of the Buyer, and restrictions on transfer and associated tag-along and drag-along rights. Each of FIS and the Buyer will have the right to require Worldpay to consummate an initial public offering ("IPO") or sale transaction after the fourth anniversary of the closing, subject to certain return hurdles and (in the case of an IPO) public float requirements, which requirements will fall away following the sixth anniversary of the closing.

We have continuing involvement with Worldpay, primarily through our remaining interest, an employee leasing agreement ("ELA"), a transition services agreement ("TSA"), and various other commercial agreements. Under the terms of the ELA, which was substantially completed by July 1, 2024, the Company leased certain employees to Worldpay in the United States, China, Colombia and South Korea. The compensation and benefit costs paid by the Company for the leased employees was billed to and reimbursed by Worldpay. Under the terms of the TSA, the Company is procuring certain third-party services on behalf of Worldpay and providing technology infrastructure, risk and security, accounting and various other corporate services to Worldpay for a period of up to 24 months after the closing, subject to a six-month extension, and Worldpay is providing various corporate services to the Company, allowing it to maintain access to certain resources transferred in the Worldpay Sale.

During the three- and eight-month periods ended September 30, 2024, pass-through costs of $— million and $247 million, respectively, were incurred under the ELA, and third-party pass-through costs of $34 million and $127 million, respectively, were incurred under the TSA, and were netted against the equal and offsetting reimbursement amounts due from Worldpay. Additionally, during the three- and eight-month periods ended September 30, 2024, net TSA services income of $36 million and $110 million, respectively, was recognized in Other operating (income) expense, net - related party, with approximately two-thirds of the corresponding expense recorded in Cost of revenue and the remainder recorded in Selling, general and
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AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

administrative expense in the consolidated statement of earnings (loss). Revenue earned during the three- and eight-month periods ended September 30, 2024, from various commercial services provided to Worldpay was $43 million and $98 million, respectively.

For the three- and eight-month periods ended September 30, 2024, we collected net cash of $148 million and $559 million, respectively, related to the ELA, TSA and commercial agreements with Worldpay. As of September 30, 2024, we recorded a receivable of $88 million in Receivable from related party on the consolidated balance sheet in connection with the TSA and commercial agreements. Under the TSA and commercial agreements, amounts are generally invoiced monthly in arrears and are payable by electronic transfer within 30 days of invoice. As of September 30, 2024, we recorded a settlement payable of $148 million in Current liabilities held for sale on the consolidated balance sheet for amounts to be settled from our RealNet subsidiary to Worldpay. The settlement payable by RealNet to Worldpay is generally paid to Worldpay's submerchants on behalf of Worldpay via ACH within five business days according to payment instructions provided by Worldpay. As of September 30, 2024, we also recorded other payables to Worldpay of $33 million in Accounts payable, accrued and other liabilities on the consolidated balance sheet. These amounts are generally payable within 30 days.

Prior to the Worldpay Sale, the Company issued standby letters of credit and made parental guarantees (collectively "Guarantees") in the ordinary course of its business to various counterparties on behalf of certain former subsidiaries included in the Worldpay Sale, including a guarantee of a liability that a Worldpay subsidiary owes to the former owners of Worldpay Group plc (the “CVR Liability”). FIS and Worldpay have agreed to maintain these Guarantees through January 31, 2026, affording Worldpay time to arrange for alternatives to the Guarantees. Worldpay’s aggregate amount of borrowing capacity under the standby letters of credit guaranteed by FIS is $273 million. As of September 30, 2024, there were no amounts outstanding under the standby letters of credit. As of September 30, 2024, Worldpay’s CVR liability was $378 million and is due on October 12, 2027. The maximum potential amount of future payments under the other remaining Guarantees cannot be estimated due to the conditional nature of the Company's obligations and the unique facts and circumstances involved in each agreement. As of September 30, 2024, there are no amounts drawn under any of the Guarantees. In the event a Worldpay subsidiary were to default on a performance obligation covered by the Guarantees, the Company could be required to make payment or be subject to claims; however, in any such case, Worldpay is required under the terms of the agreement governing the Worldpay Sale to fully reimburse and indemnify the Company. The Company considers the likelihood of incurring a loss under the Guarantees to be remote, and no amounts have been accrued with respect to these Guarantees.

(5)    Virtus Acquisition

On January 2, 2020, FIS acquired a majority interest in Virtus Partners ("Virtus"), previously a privately held company that provides high-value managed services and technology to the credit and loan market. The acquisition was accounted for as a business combination. FIS acquired a 70% voting and financial interest in Virtus with 30% interest retained by the founders of Virtus (the "Founders"). The agreement between FIS and the Founders provided FIS with a call option to purchase, and the Founders with a put option requiring FIS to purchase, all of the Founders' retained interest in Virtus at a redemption value determined pursuant to performance goals stated in the agreement, exercisable at any time after two years and three years, respectively, following the acquisition date. In January 2023, the Founders exercised their put option, and as a result, FIS paid the $173 million redemption value, recorded as a financing activity in the consolidated statement of cash flows for the nine months ended September 30, 2023, and subsequently owns 100% of Virtus.

(6)    Revenue

As a result of our ongoing portfolio assessments, the Company reclassified certain non-strategic operations from Banking to Corporate and Other during the quarter ended December 31, 2023. The Company recast all prior-period segment information presented to reflect these reclassifications.

Disaggregation of Revenue

In the following tables, revenue is disaggregated by primary geographical market and type of revenue. The tables also include a reconciliation of the disaggregated revenue with the Company's reportable segments.

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AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three months ended September 30, 2024 (in millions):
Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Primary Geographical Markets:
North America$1,521 $452 $26 $1,999 
All others258 278 35 571 
Total$1,779 $730 $61 $2,570 
Type of Revenue:
Recurring revenue:
Transaction processing and services$1,325 $368 $40 $1,733 
Software maintenance88 145 1 234 
Other recurring66 23 10 99 
Total recurring1,479 536 51 2,066 
Software license54 92 1 147 
Professional services137 100 1 238 
Other non-recurring fees109 2 8 119 
Total$1,779 $730 $61 $2,570 

For the three months ended September 30, 2023 (in millions):
Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Primary Geographical Markets:
North America$1,501 $413 $45 $1,959 
All others231 264 38 533 
Total$1,732 $677 $83 $2,492 
Type of Revenue:
Recurring revenue:
Transaction processing and services$1,232 $349 $58 $1,639 
Software maintenance92 135 — 227 
Other recurring67 21 11 99 
Total recurring1,391 505 69 1,965 
Software license47 76 7 130 
Professional services126 96 2 224 
Other non-recurring fees (1)168 — 5 173 
Total$1,732 $677 $83 $2,492 


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AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the nine months ended September 30, 2024 (in millions):

Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Primary Geographical Markets:
North America$4,424 $1,349 $90 $5,863 
All others750 809 106 1,665 
Total$5,174 $2,158 $196 $7,528 
Type of Revenue:
Recurring revenue:
Transaction processing and services$3,855 $1,104 $130 $5,089 
Software maintenance268 432 1 701 
Other recurring198 68 30 296 
Total recurring4,321 1,604 161 6,086 
Software license141 256 2 399 
Professional services405 295 3 703 
Other non-recurring fees307 3 30 340 
Total$5,174 $2,158 $196 $7,528 
For the nine months ended September 30, 2023 (in millions):

Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Primary Geographical Markets:
North America$4,364 $1,262 $140 $5,766 
All others685 749 118 1,552 
Total$5,049 $2,011 $258 $7,318 
Type of Revenue:
Recurring revenue:
Transaction processing and services$3,693 $1,035 $189 $4,917 
Software maintenance272 394 1 667 
Other recurring183 60 31 274 
Total recurring4,148 1,489 221 5,858 
Software license78 228 8 314 
Professional services436 293 7 736 
Other non-recurring fees (1)387 1 22 410 
Total$5,049 $2,011 $258 $7,318 

(1)    December 31, 2023, was the final deadline for states to complete all benefit issuance under federally funded pandemic relief programs. Accordingly, revenue associated with services the Company provided related to these programs has been classified as Other non-recurring commencing in the fourth quarter of 2023, and related prior-period amounts have been reclassified from Transaction processing and services to Other non-recurring for
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

comparability. Revenue associated with services the Company provided related to these programs was $76 million and $124 million for the three and nine months ended September 30, 2023, respectively.

Contract Balances

The Company recognized revenue of $124 million and $114 million during the three months, and $651 million and $612 million during the nine months, ended September 30, 2024 and 2023, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods.

Transaction Price Allocated to the Remaining Performance Obligations

As of September 30, 2024, approximately $22.5 billion of revenue is estimated to be recognized in the future from the Company's remaining unfulfilled performance obligations, which are primarily comprised of recurring account- and volume-based processing services. This excludes the amount of anticipated recurring renewals that are not yet contractually obligated. The Company expects to recognize approximately 32% of our remaining performance obligations over the next 12 months, approximately another 24% over the next 13 to 24 months, and the balance thereafter.

(7)    Condensed Consolidated Financial Statement Details

Cash and Cash Equivalents

The Company records restricted cash in captions other than Cash and cash equivalents in the consolidated balance sheets. The reconciliation between Cash and cash equivalents in the consolidated balance sheets and Cash, cash equivalents and restricted cash per the consolidated statements of cash flows is as follows (in millions):

September 30,
2024		December 31,
2023
Cash and cash equivalents on the consolidated balance sheets$1,323 $440 
Merchant float from discontinued operations included in current assets held for sale1,151 2,594 
Cash from discontinued operations included in current assets held for sale51 1,380 
Total Cash, cash equivalents and restricted cash per the consolidated statements of cash flows$2,525 $4,414 

Settlement Assets

The principal components of the Company's settlement assets on the consolidated balance sheets are as follows (in millions):
September 30,
2024		December 31,
2023
Settlement assets
Settlement deposits$561 $463 
Settlement receivables175 154 
Total Settlement assets$736 $617 

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AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Intangible Assets, Software and Property and Equipment

The following table provides details of Intangible assets, Software and Property and equipment as of September 30, 2024, and December 31, 2023 (in millions):
 September 30, 2024December 31, 2023
 CostAccumulated
depreciation and amortization		NetCostAccumulated
depreciation and amortization		Net
Intangible assets$6,369 $4,969 $1,400 $6,468 $4,645 $1,823 
Software$4,335 $2,106 $2,229 $4,162 $2,047 $2,115 
Property and equipment$2,100 $1,480 $620 $2,074 $1,379 $695 

As of September 30, 2024, Intangible assets, net of amortization, includes $1.3 billion of customer relationships and $72 million of trademarks and other intangible assets. Amortization expense with respect to Intangible assets was $161 million and $170 million for the three months, and $481 million and $512 million for the nine months, ended September 30, 2024 and 2023, respectively.

Depreciation expense for property and equipment was $45 million and $41 million for the three months, and $133 million and $124 million for the nine months, ended September 30, 2024 and 2023, respectively.

Amortization expense with respect to software was $144 million and $148 million for the three months, and $430 million and $452 million for the nine months, ended September 30, 2024 and 2023, respectively

The Company recorded software impairments totaling $2 million and $7 million for the three months, and $17 million and $8 million for the nine months, ended September 30, 2024 and 2023, respectively, primarily related to the termination of certain internally developed software projects.

Goodwill

Changes in goodwill during the nine months ended September 30, 2024, are summarized below (in millions).

CapitalCorporate
BankingMarketAnd
 SolutionsSolutionsOtherTotal
Balance, December 31, 2023$12,588 $4,363 $20 $16,971 
Goodwill attributable to acquisitions5 36 — 41 
Foreign currency adjustments5 33 — 38 
Balance, September 30, 2024$12,598 $4,432 $20 $17,050 

We assess goodwill for impairment on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment. We evaluated whether events and circumstances as of September 30, 2024, indicated potential impairment of our reporting units.

For our Banking and Capital Markets reporting units, we performed a qualitative assessment by examining factors most likely to affect our reporting units' fair values. The factors examined involve use of management judgment and included, among others, (1) forecast revenue, growth rates, operating margins, and capital expenditures used to calculate estimated future cash flows, (2) future economic and market conditions and (3) FIS' market capitalization. Based on our interim impairment assessment as of September 30, 2024, we concluded that it remained more likely than not that the fair value continues to exceed the carrying amount for each of these reporting units; therefore, goodwill was not impaired. Given the substantial excess of fair value over carrying amounts, we believe the likelihood of obtaining materially different results based on a change of assumptions to be low.


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AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Equity Security Investments

The Company holds various equity securities without readily determinable fair values. These securities primarily represent strategic investments made by the Company, as well as investments obtained through acquisitions. Such investments totaled $197 million and $195 million at September 30, 2024, and December 31, 2023, respectively, and are included within Other noncurrent assets on the consolidated balance sheets. The Company accounts for these investments at cost, less impairment, and adjusts the carrying values for observable price changes from orderly transactions for identical or similar investments of the same issuer. These adjustments are generally considered Level 2-type fair value measurements. The Company records realized and unrealized gains and losses on these investments, as well as impairment losses, as Other income (expense), net on the consolidated statements of earnings (loss) and recorded net gains (losses) of $0 million and $(10) million for the three months, and $(4) million and $(44) million for the nine months, ended September 30, 2024 and 2023, respectively, related to these investments.

Accounts Payable, Accrued and Other Liabilities

Accounts payable, accrued and other liabilities as of September 30, 2024, and December 31, 2023, consisted of the following (in millions):

 September 30, 2024December 31, 2023
Trade accounts payable$220 $110 
Accrued salaries and incentives362 472 
Accrued benefits and payroll taxes96 106 
Income taxes payables237 3 
Taxes other than income tax145 123 
Accrued interest payable70 144 
Operating lease liabilities81 85 
Related-party payables33 — 
Other accrued liabilities617 730 
Total Accounts payable, accrued and other liabilities$1,861 $1,773 

(8)    Deferred Contract Costs

Origination and fulfillment costs from contracts with customers capitalized as of September 30, 2024, and December 31, 2023, consisted of the following (in millions):
September 30, 2024December 31, 2023
Contract costs on implementations in progress$334 $291 
Contract origination costs on completed implementations, net605 542 
Contract fulfillment costs on completed implementations, net245 243 
Total Deferred contract costs, net$1,184 $1,076 

Amortization of deferred contract costs on completed implementations was $81 million and $77 million during the three months, and $247 million and $236 million during the nine months, ended September 30, 2024 and 2023, respectively.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(9)    Debt

Long-term debt as of September 30, 2024, and December 31, 2023, consisted of the following (in millions):

September 30, 2024
Weighted
Average
InterestInterestSeptember 30,December 31,
RatesRate (1)Maturities20242023
Fixed Rate Notes
Senior USD Notes
1.2% - 5.6%
3.7%2025 - 2052$6,381 $8,659 
Senior Euro Notes
0.6% - 3.0%
2.7%2025 - 20394,465 4,968 
Senior GBP Notes
2.3% - 3.4%
9.2%2029 - 2031228 1,178 
Revolving Credit Facility (2)—%2029— 127 
Financing obligations for certain hardware and software2024 - 202660 96 
Other (3)(326)(710)
Total long-term debt, including current portion10,808 14,318 
Current portion of long-term debt(317)(1,348)
Long-term debt, excluding current portion$10,491 $12,970 
    
(1)The weighted average interest rate includes the impact of the fair value basis adjustments due to interest rate swaps and the impact of cross-currency interest rate swaps designated as fair value hedges and excludes the impact of cross-currency interest rate swaps designated as net investment hedges (see Note 10). The impact of the included fair value basis adjustments and cross-currency interest rate swaps in certain cases results in an effective weighted average interest rate being outside the stated interest rate range on the fixed rate notes.
(2)Interest on the Revolving Credit Facility is generally payable at Secured Overnight Financing Rate ("SOFR") plus a spread of 0.100% plus an applicable margin of up to 1.625% and an unused commitment fee of up to 0.200%, each based upon the Company's corporate credit ratings. The weighted average interest rate on the Revolving Credit Facility excludes fees.
(3)Other includes the amount of fair value basis adjustments due to interest rate swaps (see further discussion below in Note 10), unamortized debt issuance costs and unamortized non-cash bond discounts.

Short-term borrowings as of September 30, 2024, and December 31, 2023, consisted of the following (in millions):

September 30, 2024
Weighted
Average
InterestSeptember 30,December 31,
RateMaturities20242023
Euro-commercial paper notes ("ECP Notes")3.6 %
Up to 183 days
$112 $2,118 
U.S. commercial paper notes ("USCP Notes")— %
Up to 397 days
— 2,642 
Total Short-term borrowings$112 $4,760 

The Company is a party to interest rate swaps that, prior to de-designation as fair value hedges during the quarter ended September 30, 2023, converted a portion of its fixed-rate debt to variable-rate debt. As a result of the de-designations, the final fair value basis adjustments recorded through the dates of de-designation as a decrease of the long-term debt are subsequently amortized as interest expense using the effective interest method over the remaining periods to maturity of the respective long-term debt. The fair value basis adjustments reflected in Other in the long-term debt table above totaled $(236) million and $(594) million as of September 30, 2024, and December 31, 2023, respectively.

The Company is also party to fixed-for-fixed cross-currency interest rate swaps under which it agrees to receive interest in foreign currency in exchange for paying interest in U.S. dollars. These are designated as fair value hedges.

The Company has also entered into cross-currency interest rate swaps under which it agrees to receive interest in U.S. dollars in exchange for paying interest in a foreign currency. These are designated as net investment hedges. Although these cross-currency interest rate swaps are entered into as net investment hedges of its investments in certain of its non-U.S.
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AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

subsidiaries, and not for the purpose of hedging interest rates, the benefit or cost of such hedges is reflected in interest expense in the consolidated statement of earnings (loss). As of September 30, 2024, the weighted average interest rate of the Company's outstanding debt was 3.6%, including the impact of fair value basis adjustments due to interest rate swaps and cross-currency interest rate swaps designated as fair value hedges, but excluding the impact of cross-currency interest rate swaps designated as net investment hedges. Including the impact of the net investment hedge cross-currency interest rate swaps on interest expense, the weighted average interest rate of the Company's outstanding debt was 2.7%.

See Note 10 for further discussion of the Company's interest rate swaps and cross-currency interest rate swaps and related hedge designations.

The following table summarizes the amount of our long-term debt, including financing obligations for certain hardware and software, as of September 30, 2024, based on maturity date.
Total
2024$17 
20251,009 
20261,268 
20271,627 
20281,677 
Thereafter5,536 
Total principal payments11,134 
Other debt per the long-term debt table(326)
Total long-term debt, including current portion$10,808 

There are no mandatory principal payments on the Revolving Credit Facility, and any balance outstanding on the Revolving Credit Facility will be due and payable at the Revolving Credit Facility's maturity date, which occurs on September 27, 2029.

Senior Notes

On July 15, 2024, FIS repaid an aggregate principal amount of €500 million in 1.100% Senior Euro Notes on their due date, pursuant to the related indenture.

In March 2024, pursuant to cash tender offers, FIS purchased and redeemed an aggregate principal amount of $1.5 billion in Senior USD Notes and an aggregate principal amount of £1.0 billion in Senior GBP Notes, with interest rates ranging from 2.25% to 5.625% and maturities ranging from 2025 to 2052, resulting in a loss on extinguishment of debt of approximately $174 million, recorded in Other income (expense), net on the consolidated statement of earnings (loss), relating to tender discounts and fees; the write-off of unamortized bond discounts, debt issuance costs and fair value basis adjustments; and gains on related derivative instruments. The Company funded the purchase and redemption of the Senior Notes using a portion of the net proceeds from the Worldpay Sale.

On March 1, 2024, FIS repaid an aggregate principal amount of $750 million in Senior USD Notes, on their due date, pursuant to the related indenture.

On May 21, 2023, FIS repaid an aggregate principal amount of €1.3 billion in Senior Euro Notes, on their due date, pursuant to the related indenture.

On March 1, 2023, FIS repaid an aggregate principal amount of $750 million in Senior USD Notes, on their due date, pursuant to the related indenture.

Commercial Paper

During the quarter ended March 31, 2024, the Company repaid its ECP Notes and USCP Notes using a portion of the net proceeds from the Worldpay Sale before resuming borrowings during the third quarter of 2024.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Revolving Credit Facility

On September 27, 2024, FIS entered into an amendment and restatement agreement to the Restated Credit Agreement to amend certain covenant provisions, revise lender commitments for certain counterparties, and extend the scheduled maturity date to September 27, 2029. As of September 30, 2024, the borrowing capacity under the Revolving Credit Facility was approximately $4.4 billion (net of $112 million of capacity backstopping our commercial paper notes).

Fair Value of Debt

The fair value of the Company's long-term debt is estimated to be approximately $642 million and $1,086 million lower than the carrying value, excluding the fair value basis adjustments due to interest rate swaps and unamortized discounts, as of September 30, 2024, and December 31, 2023, respectively.

(10)    Financial Instruments

Fair Value Hedges

The Company held fixed-to-variable interest rate swaps with aggregate notional amounts of $1,854 million, £925 million and €0 million at September 30, 2024, and $1,854 million, £925 million, and €500 million at December 31, 2023. Prior to the quarter ended September 30, 2023, these swaps were designated as fair value hedges for accounting purposes, converting the interest rate exposure on certain of the Company's Senior USD Notes, Senior GBP Notes and Senior Euro Notes, as applicable, from fixed to variable. While designated as fair value hedges, changes in fair value of these interest rate swaps were recorded as an adjustment to long-term debt. During the quarter ended September 30, 2023, the Company de-designated these swaps as fair value hedges. As a result of the de-designations, the final fair value basis adjustments recorded through the dates of de-designation as a decrease of the long-term debt are subsequently amortized as interest expense using the effective interest method over the remaining periods to maturity of the respective long-term debt. We amortized $8 million and $42 million of these balances as Interest expense during the three and nine months ended September 30, 2024, respectively, and amortized $20 million as Interest expense during the three and nine months ended September 30, 2023 (see Note 9). During the quarter ended March 31, 2024, $316 million of unamortized fair value basis adjustments recorded as a decrease of the long-term debt tendered was written-off and recorded as part of the loss on extinguishment of debt (see Note 9). The remaining unamortized fair value basis adjustments recorded as a decrease of the long-term debt totaled $236 million and $594 million at September 30, 2024, and December 31, 2023, respectively.

Concurrently with the de-designations described above, the Company entered into new offsetting variable-to-fixed interest rate swaps with aggregate notional amounts of $1,854 million, £925 million and €500 million. At September 30, 2024, the aggregate notional amounts remaining are $1,854 million, £925 million and €0 million. The Company accounts for the de-designated fixed-to-variable and offsetting variable-to-fixed interest rate swaps as economic hedges; as such, effective as of the de-designation dates, changes in interest rates associated with the variable leg of the interest rate swaps do not affect the interest expense recognized, eliminating variable-rate risk on the fixed-to-variable interest rate swaps. The terms of the new interest rate swaps when matched against the terms of the existing fixed-to-variable interest rate swaps result in a net fixed coupon spread payable by the Company. The impact of the go-forward changes in fair values of the new and existing interest rate swaps, including the impact of the coupons, is recorded as Other income (expense), net pursuant to accounting for economic hedges and totaled $(35) million for the three months and $(36) million for the nine months ended September 30, 2024, and $(1) million for the three and nine months ended September 30, 2023. The coupon payments are recorded within Cash flows from investing activities from continuing operations on the consolidated statements of cash flows and totaled $98 million in cash outflows for the nine months ended September 30, 2024. The new and existing interest rate swap fair values totaled assets of $4 million and $12 million and liabilities of $(605) million and $(675) million as of September 30, 2024, and December 31, 2023, respectively.

During the quarter ended September 30, 2023, the Company entered into an aggregate notional amount of €3,375 million fixed-for-fixed cross-currency interest rate swaps to hedge its exposure to foreign currency risk associated with its Senior Euro Notes. During the quarter ended June 30, 2023, the Company entered into an aggregate notional amount of £925 million fixed-for-fixed cross-currency interest rate swaps to hedge its exposure to foreign currency risk associated with its Senior GBP Notes. These swaps are designated as fair value hedges for accounting purposes. During March 2024, the Company partially terminated certain fixed-for-fixed cross-currency interest rate swaps that were hedging foreign currency risk associated with its Senior GBP Notes that were partially tendered (see Note 9). After such partial termination, there remained an aggregate notional amount of approximately £170 million in fixed-for-fixed cross-currency interest rate swaps that hedge the Company's
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exposure to foreign currency risk associated with its Senior GBP Notes. The fair value of these swaps was a net asset of $88 million and $134 million recorded at September 30, 2024, and December 31, 2023, respectively. Changes in the swap fair values attributable to changes in spot foreign currency exchange rates are recorded in Other income (expense), net and totaled $163 million for the three months and $50 million for the nine months ended September 30, 2024, and $(165) million and $(144) million, for the three and nine months ended September 30, 2023, respectively. This amount offset the impact of changes in spot foreign currency exchange rates on the Senior GBP Notes and Senior Euro Notes also recorded to Other income (expense), net during the hedge period. Changes in swap fair values attributable to excluded components, such as changes in fair value due to forward foreign currency exchange rates and cross-currency basis spreads, are recorded in Accumulated other comprehensive earnings (loss) ("AOCI"). The Company recorded $(47) million for the three months and $(76) million for the nine months ended September 30, 2024, and $84 million for the three months and $61 million for the nine months ended September 30, 2023, through Other comprehensive earnings (loss) for the changes in swap fair values attributable to excluded components. The amounts recorded in AOCI generally affect net earnings (loss) through Interest expense using the amortization approach. For the three and nine months ended September 30, 2024, $11 million and $34 million, respectively, and $11 million for the three and nine months ended September 30, 2023, was recognized as Interest expense using the amortization approach. As a result of the partial terminations during March 2024, the Company received $33 million in net proceeds recorded within Other financing activities, net on the consolidated statement of cash flows and recorded a $19 million reduction to the loss on extinguishment of debt due to reclassifying the amount of AOCI related to the partially terminated hedges into earnings (see Note 9).

Net Investment Hedges

The purpose of the Company's net investment hedges, as discussed below, is to reduce the volatility of FIS' net investment value in its Euro- and Pound Sterling-denominated operations due to changes in foreign currency exchange rates. Changes in fair value due to remeasurement of the effective portion are recorded as a component of AOCI for net investment hedges. The amounts included in AOCI for the net investment hedges will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. Any ineffective portion of these hedging instruments impacts net earnings when the ineffectiveness occurs. The Company assesses effectiveness of cross-currency interest rate swap hedging instruments using the spot method. Under this method, the periodic interest settlements are recorded directly in earnings through Interest expense (see Note 9).

The Company recorded net investment hedge aggregate gain (loss) for the change in fair value and related income tax (expense) benefit within Other comprehensive earnings (loss), net of tax, on the consolidated statements of comprehensive earnings (loss) for its designated net investment hedges as follows (in millions). No ineffectiveness has been recorded on the net investment hedges.
Three months ended September 30,Nine months ended September 30,
2024202320242023
Foreign currency-denominated debt designations$(24)$42 $8 $(80)
Cross-currency interest rate swap designations(136)112 (36)(77)
Total$(160)$154 $(28)$(157)

Foreign Currency-Denominated Debt Designations

The Company has designated certain foreign currency-denominated debt as net investment hedges of its investment in Euro-denominated operations. An aggregate of €625 million and €1,115 million of Senior Euro Notes with maturities ranging from 2024 to 2025 was designated as a net investment hedge of the Company's investment in Euro-denominated operations as of September 30, 2024, and December 31, 2023, respectively. An aggregate of €100 million and €419 million of ECP Notes was also designated as a net investment hedge of the Company's investment in Euro-denominated operations as of September 30, 2024, and December 31, 2023, respectively.

The Company held €0 million and €1,500 million aggregate notional amount of foreign currency forward contracts as of September 30, 2024, and December 31, 2023, respectively, to economically hedge its exposure to foreign currency risk associated with Senior Euro Notes and ECP Notes that were previously de-designated as net investment hedges. The foreign currency forward contract fair values totaled a net liability of $0 million and a net asset of $41 million at September 30, 2024, and December 31, 2023, respectively. Upon maturity of the forward contracts, the Company records the net proceeds paid or
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received within Other financing activities, net on the consolidated statement of cash flows. During the nine months ended September 30, 2024, the Company received $19 million in net proceeds. The change in fair value of the foreign currency forward contracts is recorded as Other income (expense), net pursuant to accounting for economic hedges and offsets the impact of the change in spot foreign currency exchange rates on the de-designated Senior Euro Notes and ECP Notes, which is also recorded as Other income (expense), net.

Cross-Currency Interest Rate Swap Designations

The Company holds cross-currency interest rate swaps designated as net investment hedges of its investment in Euro- and Pound Sterling-denominated operations. As a result of the Worldpay Sale, the Company terminated its outstanding cross-currency interest rate swaps designated as net investment hedges of its investment in Pound Sterling-denominated operations on January 31, 2024.

As of September 30, 2024, and December 31, 2023, aggregate notional amounts of €5,045 million and €6,143 million, respectively, were designated as net investment hedges of the Company's investment in Euro-denominated operations and aggregate notional amounts of £0 and £2,180 million, respectively, were designated as net investment hedges of the Company's Pound Sterling-denominated operations.

The cross-currency interest rate swap fair values totaled assets of $3 million and $38 million and liabilities of $(178) million and $(240) million at September 30, 2024, and December 31, 2023, respectively.

During the nine months ended September 30, 2024 and 2023, the Company paid net proceeds of approximately $(8) million and $(20) million, respectively, for the fair values of the cross-currency interest rate swaps as of the settlement dates. The proceeds were recorded within investing activities on the consolidated statements of cash flows.

(11)    Commitments and Contingencies

Securities and Shareholder Matters

On March 6, 2023, a putative class action was filed in the United States District Court for the Middle District of Florida by a shareholder of the Company. The action was consolidated with another action and the consolidated case is now captioned In re Fidelity National Information Services, Inc. Securities Litigation. A lead plaintiff has been appointed, and a consolidated amended complaint was filed on August 2, 2023. The consolidated amended complaint names the Company and certain of its current and former officers as defendants and seeks damages for alleged violations of federal securities laws in connection with our disclosures relating to our former Merchant Solutions segment, including with respect to its valuation, integration, and synergies. On September 30, 2024, the court denied the defendants’ motion to dismiss, and the case therefore will move into the discovery phase. We intend to vigorously defend this case, but no assurance can be given as to the ultimate outcome.

On April 27, 2023, a shareholder derivative action captioned Portia McCollum, derivatively on behalf of Fidelity National Information Services, Inc. v. Gary Norcross et al., was filed in the same court by a stockholder of the Company. Subsequently, that stockholder dismissed the suit without prejudice and sent a demand pursuant to Georgia Code § 14-2-742 (the “McCollum Demand”).

Another stockholder, City of Hialeah Employees’ Retirement System, sent a similar demand (the “Hialeah Demand”), and two other stockholders, City of Southfield Fire and Police Retirement System and Young Family Living Trust, also subsequently sent similar demands (the “Southfield Demand” and the “Young Demand”). The demands claim that FIS officers and directors violated federal securities laws and breached fiduciary duties, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment, and they demand that the Board investigate and commence legal proceedings against officers and directors in connection with the purported wrongdoing. On August 25, 2023, the Board established a Demand Review Committee to consider the McCollum and Hialeah Demands and any related demands that are received (such as the Southfield Demand and the Young Demand), and make recommendations to the Board with respect to the demands. The Demand Review Committee has hired independent counsel. The Board has made no final decision with respect to the demands and has not rejected the demands.

On October 18, 2023, a shareholder derivative action captioned City of Hialeah Employees’ Retirement System v. Stephanie L. Ferris et al. (the “Hialeah Action”) was filed in the same court by one of the stockholders that previously had sent a demand.
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The complaint in the Hialeah Action, which names certain of the Company’s current and former officers and directors as defendants (the “Individual Defendants”), seeks to assert claims on behalf of the Company for violations of federal securities laws, breach of fiduciary duty, unjust enrichment, and contribution and indemnification, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment. On March 29, 2024, the Company and the Individual Defendants filed a motion to stay or dismiss the action without prejudice pending the completion of the Board’s consideration of the demands, and the Individual Defendants concurrently filed a separate motion to dismiss.

On October 22, 2024, a new shareholder derivative action was filed in the same court by the stockholder who previously sent the McCollum Demand, captioned Portia McCollum, derivatively on behalf of Fidelity National Information Services, Inc. v. Gary Norcross et al. (the “McCollum Action”). The complaint in the McCollum Action, which names certain of the Company’s current and former officers and directors as defendants, seeks to assert claims on behalf of the Company for violations of federal securities laws, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste, and unjust enrichment, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment.

Brazilian Tax Authorities Claims

In 2004, Proservvi Empreendimentos e Servicos, Ltda., the predecessor to Fidelity National Servicos de Tratamento de Documentos e Informatica Ltda. ("Servicos"), a subsidiary of Fidelity National Participacoes Ltda., our former item processing and remittance services operation in Brazil, acquired certain assets and employees and leased certain facilities from the Transpev Group ("Transpev") in Brazil. Transpev's remaining assets were later acquired by Prosegur, an unrelated third party. When Transpev discontinued its operations after the asset sale to Prosegur, it had unpaid federal taxes and social contributions owing to the Brazilian tax authorities. The Brazilian tax authorities brought a claim against Transpev and, beginning in 2012, brought claims against Prosegur and Servicos on the grounds that Prosegur and Servicos were successors in interest to Transpev. To date, the Brazilian tax authorities have filed 19 claims against Servicos, of which 17 are still active, asserting potential tax liabilities of approximately $13 million. There are potentially 19 additional claims against Transpev/Prosegur for which Servicos is named as a co-defendant or may be named but for which Servicos has not yet been served. These additional claims amount to approximately $32 million, making the total potential exposure for all 36 claims approximately $45 million. We do not believe a liability for these 36 total claims is probable and, therefore, have not recorded a liability for any of these claims.

Indemnifications and Warranties

The Company generally indemnifies its clients, subject to certain limitations and exceptions, against damages and costs resulting from claims of patent, copyright, or trademark infringement associated solely with its customers' use of the Company's solutions. Historically, the Company has not made any material payments under such indemnifications but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, in which case it would recognize any such losses when they are estimable. In addition, the Company warrants to customers that its software operates substantially in accordance with the software specifications. Historically, no material costs have been incurred related to software warranties, and no accruals for warranty costs have been made.


(12)    Net Earnings (Loss) per Share

The basic weighted average shares and common stock equivalents for the three and nine months ended September 30, 2024 and 2023, were computed using the treasury stock method.


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The following table summarizes net earnings and net earnings per share attributable to FIS common stockholders for the three and nine months ended September 30, 2024 and 2023 (in millions, except per share amounts):
 Three months ended September 30,Nine months ended September 30,
 2024202320242023
Net earnings (loss) from continuing operations attributable to FIS common stockholders$246 $248 $482 $441 
Net earnings (loss) from discontinued operations attributable to FIS common stockholders(22)(709)687 (7,345)
Net earnings (loss) attributable to FIS common stockholders$224 $(461)$1,169 $(6,904)
Weighted average shares outstanding-basic545 592 558 592 
Plus: Common stock equivalent shares3 — 3 — 
Weighted average shares outstanding-diluted548 592 561 592 
Net earnings (loss) per share-basic from continuing operations attributable to FIS common stockholders$0.45 $0.42 $0.86 $0.74 
Net earnings (loss) per share-basic from discontinued operations attributable to FIS common stockholders(0.04)(1.20)1.23 (12.41)
Net earnings (loss) per share-basic attributable to FIS common stockholders$0.41 $(0.78)$2.09 $(11.66)
Net earnings (loss) per share-diluted from continuing operations attributable to FIS common stockholders$0.45 $0.42 $0.86 $0.74 
Net earnings (loss) per share-diluted from discontinued operations attributable to FIS common stockholders(0.04)(1.20)1.22 (12.41)
Net earnings (loss) per share-diluted attributable to FIS common stockholders$0.41 $(0.78)$2.08 $(11.66)

The diluted net loss per share for the three and nine months ended September 30, 2023, did not include the effect of common stock equivalent shares of 2 million and 2 million, respectively, because the effect would have been anti-dilutive. Options to purchase approximately 7 million and 8 million shares of our common stock during the three months, and 7 million and 8 million during the nine months, ended September 30, 2024 and 2023, respectively, were not included in the computation of diluted earnings per share because they were anti-dilutive.

In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock. In August 2024, our Board of Directors approved a separate, incremental share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. Neither of these repurchase programs has an expiration date, and either program may be suspended for periods, amended or discontinued at any time. Approximately 13 million shares remained available for repurchase under the January 2021 program as of September 30, 2024, and the Company will exhaust its authorization under this program prior to repurchasing shares under the new program.

(13)    Segment Information

As described in Note 1, effective as of the third quarter of 2023, the Company no longer reports the Merchant Solutions segment; it now reports its financial performance based on the following segments: Banking Solutions, Capital Market Solutions and Corporate and Other. Below is a summary of each segment.

Banking Solutions ("Banking")

The Banking segment is focused on serving financial institutions of all sizes with core processing software, transaction processing software and complementary applications and services, many of which interact directly with core processing software. We sell these solutions on either a bundled or stand-alone basis. Clients in this segment include global financial institutions, U.S. regional and community banks, credit unions and commercial lenders, as well as government institutions and other commercial organizations. We provide our clients integrated solutions characterized by multi-year processing contracts
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that generate recurring revenue. The predictable nature of cash flows generated from the Banking segment provides opportunities for further investments in innovation, integration, information and security, and compliance in a cost-effective manner.

Capital Market Solutions ("Capital Markets")

The Capital Markets segment is focused on serving global financial services clients with a broad array of buy- and sell-side solutions. Clients in this segment include asset managers, buy- and sell-side securities brokerage and trading firms, insurers, private equity firms, and other commercial organizations. Our buy- and sell-side solutions include a variety of mission-critical applications for recordkeeping, data and analytics, trading, financing and risk management. Capital Markets clients purchase our solutions in various ways including licensing and managing technology "in-house," using consulting and third-party service providers, as well as procuring fully outsourced end-to-end solutions. Our long-established relationships with many of these financial and commercial institutions generate significant recurring revenue. We have made, and continue to make, investments in modern platforms, advanced technologies, open APIs, machine learning and artificial intelligence, and regulatory technology to support our Capital Markets clients.

Corporate and Other

The Corporate and Other segment consists of corporate overhead expense, certain leveraged functions and miscellaneous expenses that are not included in the operating segments, as well as certain non-strategic businesses that we plan to wind down or sell. Our other operating income recorded in connection with the TSA is also recorded in Corporate and Other. The overhead and leveraged costs relate to corporate marketing, finance, accounting, human resources, legal, compliance and internal audit functions, as well as other costs, such as acquisition, integration and transformation-related expenses, and amortization of acquisition-related intangibles that are not considered when management evaluates revenue-generating segment performance.

In the Corporate and Other segment, the Company recorded acquisition, integration and other costs comprised of the following (in millions):

Three months endedNine months ended
September 30,September 30,
2024202320242023
Acquisition and integration$22 $12 $70 $21 
Enterprise transformation, including Future Forward and platform modernization76 79 205 223 
Severance and other termination expenses7 6 34 48 
Separation of the Worldpay Merchant Solutions business9 5 119 7 
Incremental stock compensation directly attributable to specific programs20 9 46 13 
Other, including divestiture-related expenses and enterprise cost control and other initiatives3 2 7 14 
Total acquisition, integration and other costs$137 $113 $481 $326 
Amounts in table may not sum due to rounding.

Other costs in Corporate and Other also include incremental amortization expense associated with shortened estimated useful lives and accelerated amortization methods for certain software and deferred contract cost assets resulting from the Company's platform modernization, impairment charges described in Note 7 and costs that were previously incurred in support of the Worldpay Merchant Solutions business but are not directly attributable to it and thus were not recorded in discontinued operations.

Adjusted EBITDA

Adjusted EBITDA is a measure of segment profit or loss that is reported to the chief operating decision maker, the Company's Chief Executive Officer and President, for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity
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with FASB ASC Topic 280, Segment Reporting. Adjusted EBITDA is defined as net earnings (loss) before net interest expense, net other income (expense), income tax provision (benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs that do not constitute normal, recurring, cash operating expenses necessary to operate our business. The items affecting the segment profit measure generally include the purchase price amortization of acquired intangible assets, as well as acquisition, integration and certain other costs and asset impairments. These costs and adjustments are recorded in the Corporate and Other segment for the periods discussed below. Adjusted EBITDA for the respective segments excludes the foregoing costs and adjustments.

Summarized financial information for the Company's segments is shown in the following tables. The Company does not evaluate performance or allocate resources based on segment asset data; therefore, such information is not presented.

For the three months ended September 30, 2024 (in millions):

Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Revenue$1,779 $730 $61 $2,570 
Operating expenses(1,134)(459)(487)(2,080)
Depreciation and amortization (including purchase accounting amortization)159 93 179 431 
Acquisition, integration and other costs— — 137 137 
Asset impairments— — 2 2 
Adjusted EBITDA$804 $364 $(108)$1,060 
Adjusted EBITDA$1,060 
Depreciation and amortization(263)
Purchase accounting amortization(168)
Acquisition, integration and other costs(137)
Asset impairments(2)
Interest expense, net(64)
Other income (expense), net   (38)
(Provision) benefit for income taxes(108)
Equity method investment earnings (loss), net of tax(33)
Net earnings (loss) from discontinued operations, net of tax(22)
Net earnings attributable to noncontrolling interest(1)
Net earnings (loss) attributable to FIS common stockholders$224 
Capital expenditures$152 $80 $11 $243 

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For the three months ended September 30, 2023 (in millions):
Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Revenue$1,732 $677 $83 $2,492 
Operating expenses(1,099)(432)(491)(2,022)
Depreciation and amortization (including purchase accounting amortization)148 87 200 435 
Acquisition, integration and other costs— — 113 113 
Asset impairments— — 7 7 
Indirect Worldpay business support costs— — 40 40 
Adjusted EBITDA$781 $332 $(48)$1,065 
Adjusted EBITDA$1,065 
Depreciation and amortization(262)
Purchase accounting amortization(173)
Acquisition, integration and other costs(113)
Asset impairments(7)
Indirect Worldpay business support costs(40)
Interest expense, net(162)
Other income (expense), net   11 
(Provision) benefit for income taxes(70)
Net earnings (loss) from discontinued operations, net of tax(708)
Net earnings attributable to noncontrolling interest(2)
Net earnings attributable to FIS common stockholders$(461)
Capital expenditures$104 $63 $48 $215 


For the nine months ended September 30, 2024 (in millions):
Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Revenue$5,174 $2,158 $196 $7,528 
Operating expenses(3,353)(1,384)(1,576)(6,313)
Depreciation and amortization (including purchase accounting amortization)480 292 519 1,291 
Acquisition, integration and other costs— — 481 481 
Asset impairments— — 20 20 
Indirect Worldpay business support costs— — 14 14 
Adjusted EBITDA$2,301 $1,066 $(346)$3,021 
Adjusted EBITDA$3,021 
Depreciation and amortization(789)
Purchase accounting amortization(502)
Acquisition, integration and other costs(481)
Asset impairments(20)
Indirect Worldpay business support costs(14)
Interest expense,net(184)
Other income (expense), net(222)
(Provision) benefit for income taxes(215)
Equity method investment earnings (loss), net of tax(110)
Net earnings (loss) from discontinued operations, net of tax687 
Net earnings attributable to noncontrolling interest(2)
Net earnings (loss) attributable to FIS common stockholders$1,169 
Capital expenditures$379 $226 $24 $629 
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For the nine months ended September 30, 2023 (in millions):

Capital
BankingMarketCorporate
SolutionsSolutionsand OtherTotal
Revenue$5,049 $2,011 $258 $7,318 
Operating expenses(3,339)(1,291)(1,567)(6,197)
Depreciation and amortization (including purchase accounting amortization)456 268 598 1,322 
Acquisition, integration and other costs— — 326 326 
Asset impairments— — 8 8 
Indirect Worldpay business support costs— — 123 123 
Adjusted EBITDA$2,166 $988 $(254)$2,900 
Adjusted EBITDA$2,900 
Depreciation and amortization(798)
Purchase accounting amortization(524)
Acquisition, integration and other costs(326)
Asset impairments(8)
Indirect Worldpay business support costs(123)
Interest expense, net(464)
Other income (expense), net(74)
(Provision) benefit for income taxes(140)
Net earnings (loss) from discontinued operations, net of tax(7,342)
Net earnings attributable to noncontrolling interest(5)
Net earnings attributable to FIS common stockholders$(6,904)
Capital expenditures$290 $186 $108 $584 


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(14)    Revision of Prior-Period Consolidated Financial Statements

As discussed in Note 1, below is a summary of the revisions to our previously reported financial statements. Revisions to our previously reported disclosures have also been reflected within the condensed consolidated financial statements being filed with this Quarterly Report on Form 10-Q. The misstatements created immaterial reclassifications within our cash flows from operating activities of continuing operations on the consolidated statements of cash flows; however, there was no net impact to cash flows from operating activities, investing activities or financing activities of continuing operations on our consolidated statement of cash flows. Accordingly, a revision table for the consolidated statement of cash flows is not included below.

The following tables set forth our revisions to the consolidated statement of earnings (loss) for each of the first two quarters in 2024, each of the quarters in 2023, the six months ended June 30, 2023, the nine months ended September 30, 2023, and the years ended December 31, 2023 and 2022 (in millions). In our Quarterly Reports on Form 10-Q for the first and second quarters of 2025, we intend to present the revised 2024 amounts as the prior-period comparative amounts.

Three months ended March 31, 2024Three months ended June 30, 2024Six months ended June 30, 2024
As reportedAdjustmentAs revisedAs reportedAdjustmentAs revisedAs reportedAdjustmentAs revised
Revenue$2,467 $— $2,468 $2,489 $1 $2,490 $4,957 $1 $4,958 
Cost of revenue1,552 7 1,559 1,538 8 1,546 3,091 15 3,106 
Operating income361 (7)354 378 (7)371 739 (14)725 
Other income (expense), net(154)(17)(172)(13)— (12)(167)(17)(184)
Earnings (loss) before income taxes and equity method investment earnings (loss)130 (24)106 322 (7)315 452 (31)421 
Provision (benefit) for income tax26 (6)20 89 (2)88 116 (8)107 
Net earnings (loss) from continuing operations18 (18)— 243 (5)238 260 (23)237 
Net earnings (loss) attributable to FIS724 (18)706 243 (5)238 968 (23)945 
Net earnings (loss) attributable to FIS from continuing operations17 (18)(1)242 (5)237 259 (23)236 
Basic earnings (loss) per common share attributable to FIS from continuing operations0.03 (0.03)— 0.44 (0.01)0.43 0.46 (0.04)0.42 
Basic earnings (loss) per common share attributable to FIS1.26 (0.03)1.23 0.44 (0.01)0.43 1.71 (0.04)1.67 
Diluted earnings (loss) per common share attributable to FIS from continuing operations0.03 (0.03)— 0.43 (0.01)0.43 0.46 (0.04)0.42 
Diluted earnings (loss) per common share attributable to FIS1.25 (0.03)1.22 0.44 (0.01)0.43 1.71 (0.04)1.67 
Net earnings (loss)725 (18)707 244 (5)239 969 (23)946 
Comprehensive earnings (loss), net of tax553 (18)535 263 (5)258 816 (23)793 
Comprehensive earnings (loss) attributable to FIS stockholders552 (18)534 262 (5)257 815 (23)792 
Amounts in table may not sum or calculate due to rounding.
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FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three months ended March 31, 2023Three months ended June 30, 2023Three months ended September 30, 2023Three months ended December 31, 2023
As reportedAdjustmentAs revisedAs reportedAdjustmentAs revisedAs reportedAdjustmentAs revisedAs reportedAdjustmentAs revised
Revenue$2,397 $3 $2,400 $2,424 $3 $2,427 $2,489 $2 $2,492 $2,510 $2 $2,512 
Cost of revenue1,569 8 1,577 1,519 8 1,527 1,523 7 1,531 1,535 7 1,542 
Operating income311 (5)306 351 (5)346 475 (5)470 331 (5)326 
Other income (expense), net(36)20 (16)(77)8 (70)22 (11)11 (91)1 (90)
Earnings (loss) before income taxes and equity method investment earnings (loss)133 15 147 114 3 116 335 (16)319 82 (4)79 
Provision (benefit) for income tax37 4 40 29 1 30 74 (4)70 17 (2)15 
Net earnings (loss) from continuing operations96 11 108 85 2 87 261 (12)249 65 (2)62 
Net earnings (loss) attributable to FIS140 11 151 (6,596)2 (6,594)(449)(12)(461)251 (2)249 
Net earnings (loss) attributable to FIS from continuing operations96 11 107 84 2 86 260 (12)248 64 (2)61 
Basic earnings (loss) per common share attributable to FIS from continuing operations0.16 0.02 0.18 0.14 — 0.15 0.44 (0.02)0.42 0.11 — 0.10 
Basic earnings (loss) per common share attributable to FIS0.24 0.02 0.26 (11.14)— (11.14)(0.76)(0.02)(0.78)0.43 — 0.42 
Diluted earnings (loss) per common share attributable to FIS from continuing operations0.16 0.02 0.18 0.14 — 0.15 0.44 (0.02)0.42 0.11 — 0.10 
Diluted earnings (loss) per common share attributable to FIS0.24 0.02 0.25 (11.14)— (11.14)(0.76)(0.02)(0.78)0.42 — 0.42 
Net earnings (loss)141 11 153 (6,594)2 (6,592)(447)(12)(459)253 (2)250 
Comprehensive earnings (loss), net of tax137 11 148 (6,561)2 (6,559)(524)(12)(536)401 (2)399 
Comprehensive earnings (loss) attributable to FIS stockholders136 11 147 (6,563)2 (6,561)(526)(12)(538)399 (2)397 

Six months ended June 30,2023Nine months ended September 30, 2023For the year ended December 31, 2023For the year ended December 31, 2022
As reportedAdjustmentAs revisedAs reportedAdjustmentAs revisedAs reportedAdjustmentAs revisedAs reportedAdjustmentAs revised
Revenue$4,821 $6 $4,826 $7,311 $8 $7,318 $9,821 $10 $9,831 $9,719 $1 $9,720 
Cost of revenue3,086 16 3,102 4,610 23 4,632 6,145 30 6,175 6,216 43 6,259 
Operating income661 (10)651 1,136 (15)1,121 1,467 (20)1,447 1,218 (42)1,176 
Other income (expense), net(113)28 (86)(91)17 (74)(183)18 (164)4 (2)2 
Earnings (loss) before income taxes and equity method investment earnings (loss)246 18 263 581 2 583 663 (2)662 941 (44)898 
Provision (benefit) for income tax65 5 69 139 1 140 157 (1)157 325 (11)314 
Net earnings (loss) from continuing operations181 13 194 442 1 443 506 (1)505 616 (33)584 
Net earnings (loss) attributable to FIS(6,456)13 (6,443)(6,905)1 (6,904)(6,654)(1)(6,655)(16,720)(33)(16,752)
Net earnings (loss) attributable to FIS from continuing operations180 13 193 440 1 441 503 (1)502 608 (33)576 
Basic earnings (loss) per common share attributable to FIS from continuing operations0.30 0.02 0.33 0.74 — 0.74 0.85 — 0.85 1.01 (0.05)0.95 
Basic earnings (loss) per common share attributable to FIS(10.91)0.02 (10.88)(11.66)— (11.66)(11.26)— (11.26)(27.68)(0.05)(27.74)
Diluted earnings (loss) per common share attributable to FIS from continuing operations0.30 0.02 0.33 0.74 — 0.74 0.85 — 0.85 1.01 (0.05)0.95 
Diluted earnings (loss) per common share attributable to FIS(10.91)0.02 (10.88)(11.66)— (11.66)(11.26)— (11.26)(27.68)(0.05)(27.74)
Net earnings (loss)(6,453)13 (6,440)(6,900)1 (6,899)(6,647)(1)(6,648)(16,708)(33)(16,740)
Comprehensive earnings (loss), net of tax(6,424)13 (6,411)(6,948)1 (6,947)(6,547)(1)(6,548)(17,320)(33)(17,353)
Comprehensive earnings (loss) attributable to FIS stockholders(6,427)13 (6,414)(6,953)1 (6,952)(6,554)(1)(6,555)(17,332)(33)(17,365)
Amounts in tables may not sum or calculate due to rounding.
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FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table sets forth our revisions to the consolidated balance sheet as of December 31, 2023 (in millions).

December 31, 2023
As reportedAdjustmentAs revised
Trade receivables, net of allowance for credit losses of $31
$1,730 $8 $1,738 
Other receivables287 (178)109 
Prepaid expenses and other current assets603 38 641 
Total current assets13,788 (132)13,656 
Total assets55,105 (132)54,973 
Accounts payable, accrued and other liabilities1,859 (86)1,773 
Deferred revenue832 (3)829 
Total current liabilities18,318 (89)18,229 
Total liabilities36,006 (89)35,917 
(Accumulated deficit) retained earnings(22,864)(42)(22,906)
Total FIS stockholders' equity19,093 (43)19,050 
Total equity19,099 (43)19,056 
Total liabilities, redeemable noncontrolling interest and equity55,105 (132)54,973 
Amounts in table may not sum or calculate due to rounding.
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FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table sets forth our revisions to the consolidated statements of equity (deficit) for years ended December 31, 2023 and 2022 (in millions).

Accumulated deficit / Retained earningsTotal equity
As reportedAdjustmentAs revisedAs reportedAdjustmentAs revised
Balances at December 31, 2021$2,889 $(8)$2,881 $47,358 $(8)$47,350 
Issuance of restricted stock— — — 5 — 5 
Exercise of stock options— — — 61 — 61 
Purchases of treasury stock— — — (1,829)— (1,829)
Treasury shares held for taxes due upon exercise of stock awards— — — (109)— (109)
Stock-based compensation— — — 215 — 215 
Cash dividends declared ($1.88 per share) and other distributions
(1,140)— (1,140)(1,150)— (1,150)
Net earnings (loss)(16,720)(33)(16,753)(16,713)(33)(16,746)
Other comprehensive earnings (loss), net of tax— — — (612)— (612)
Balances at December 31, 2022(14,971)(41)(15,012)27,226 (41)27,185 
Issuance of restricted stock— — — — — — 
Exercise of stock options— — — 40 — 40 
Purchases of treasury stock— — — (510)— (510)
Treasury shares held for taxes due upon exercise of stock awards— — — (22)— (22)
Stock-based compensation— — — 153 — 153 
Cash dividends declared ($2.08 per share) and other distributions
(1,239)— (1,239)(1,248)— (1,248)
Other— — — 7 — 7 
Net earnings (loss)(6,654)(1)(6,655)(6,647)(1)(6,648)
Other comprehensive earnings (loss), net of tax— — — 100 — 100 
Balances at December 31, 2023(22,864)(42)(22,906)19,099 (43)19,056 
Amounts in table may not sum or calculate due to rounding.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Unless stated otherwise or the context otherwise requires, all references to "FIS," "we," "our," "us," the "Company" or the "registrant" are to Fidelity National Information Services, Inc., a Georgia corporation, and its subsidiaries.

The following discussion should be read in conjunction with Item 1. Condensed Consolidated Financial Statements (Unaudited) and the Notes thereto included elsewhere in this report. The statements contained in this Form 10-Q or in our other documents or in oral presentations or other management statements that are not purely historical are forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, as well as other statements about our expectations, beliefs, intentions, or strategies regarding the future, or other characterizations of future events or circumstances, are forward-looking statements. Forward-looking statements include statements about anticipated financial outcomes, including any earnings outlook or projections, projected revenue or expense synergies or dis-synergies, business and market conditions, outlook, foreign currency exchange rates, deleveraging plans, expected dividends and share repurchases of the Company, the Company's sales pipeline and anticipated profitability and growth, plans, strategies and objectives for future operations, strategic value creation, risk profile and investment strategies, any statements regarding future economic conditions or performance and any statements with respect to the future impacts of the Worldpay Sale or any agreements or arrangements entered into in connection with such transaction, the expected financial and operational results of the Company, and expectations regarding the Company's business or organization after the separation of the Worldpay Merchant Solutions business. These statements may be identified by words such as "expect," "anticipate," "intend," "plan," "believe," "will," "should," "could," "would," "project," "continue," "likely," and similar expressions, and include statements reflecting future results, statements of outlook and various accruals and estimates. These statements relate to future events and our future results and involve a number of risks and uncertainties. Forward-looking statements are based on management's beliefs as well as assumptions made by, and information currently available to, management.

Actual results, performance or achievement could differ materially from these forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include the following, without limitation:

•changes in general economic, business and political conditions, including those resulting from COVID-19 or other pandemics, a recession, intensified or expanded international hostilities, acts of terrorism, increased rates of inflation or interest, changes in either or both the United States and international lending, capital and financial markets or currency fluctuations;
•the risk that acquired businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated;
•the risk that cost savings and synergies anticipated to be realized from acquisitions may not be fully realized or may take longer to realize than expected or that costs may be greater than anticipated;
•the risks of doing business internationally;
•the effect of legislative initiatives or proposals, statutory changes, governmental or applicable regulations and/or changes in industry requirements, including privacy and cybersecurity laws and regulations;
•the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in, or new laws or regulations affecting, the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;
•changes in the growth rates of the markets for our solutions;
•the amount, declaration and payment of future dividends is at the discretion of our Board of Directors and depends on, among other things, our investment opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions;
•the amount and timing of any future share repurchases is subject to, among other things, our share price, our other investment opportunities and cash requirements, our results of operations and financial condition, our future prospects and other factors that may be considered relevant by our Board of Directors and management;
•failures to adapt our solutions to changes in technology or in the marketplace;
•internal or external security or privacy breaches of our systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;
•the risk that implementation of software, including software updates, for customers or at customer locations or employee error in monitoring our 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 partners and third parties may fail to satisfy their legal obligations to us;
•risks associated with managing pension cost, cybersecurity issues, IT outages and data privacy;
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•the reaction of current and potential customers to communications from us or regulators regarding information security, risk management, internal audit or other matters;
•risks associated with the expected benefits and costs of the separation of the Worldpay Merchant Solutions business, including the risk that the expected benefits of the transaction or any contingent purchase price will not be realized within the expected timeframe, in full or at all, or that dis-synergies may be greater than anticipated;
•the risk that the costs of restructuring transactions and other costs incurred in connection with the separation of the Worldpay business will exceed our estimates or otherwise adversely affect our business or operations;
•the impact of the separation of Worldpay on our businesses, including the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties;
•the risk that the earnings from our minority stake in the Worldpay business will be less than we anticipate;
•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 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 we provide to many of our customers;
•the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers;
•an operational or natural disaster at one of our major operations centers;
•failure to comply with applicable requirements of payment networks or changes in those requirements;
•fraud by bad actors; and
•other risks detailed elsewhere in the "Risk Factors" and other sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our other filings with the Securities and Exchange Commission.

Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. 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.

Revision of Prior-Period Consolidated Financial Statements

During the third quarter of 2024, we identified immaterial misstatements affecting the Company’s previously issued consolidated financial statements as of and for the annual periods ended December 31, 2023 and 2022, and the quarterly periods ended March 31 and June 30, 2024. The misstatements related primarily to the timing of the recognition of expenses associated with inventory-related accruals, along with their related balance sheet impacts, and the presentation of certain value-added tax balances in the consolidated financial statements. We have revised our prior-period financial statements to correct these misstatements as well as other unrelated immaterial misstatements, including adjustments to Revenue and Other income (expense), net. The revisions ensure comparability across all periods reflected herein. A summary of the revisions to the previously reported financial statements is provided in Note 14 to the consolidated financial statements.

Overview

About FIS

FIS is a financial technology company providing solutions to financial institutions, businesses and developers. We unlock financial technology to the world across the money lifecycle underpinning the world's financial systems. Our people are dedicated to advancing the way the world pays, banks and invests, by helping our clients to confidently run, grow and protect their businesses. Our expertise comes from decades of experience helping financial institutions and businesses of all sizes adapt to meet the needs of their customers by harnessing where reliability meets innovation in financial technology. Headquartered in Jacksonville, Florida, FIS is a member of the Fortune 500® and the Standard & Poor’s 500® Index. FIS is incorporated under the laws of the State of Georgia as Fidelity National Information Services, Inc., and our stock is traded under the trading symbol "FIS" on the New York Stock Exchange.

Growth and Strategic Objectives

Our growth has been driven by a number of factors, including growth of our customers' businesses, our internal development of new solutions that enhance our client offerings, and our sales and marketing efforts to expand our customer
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base and addressable markets. Acquisitions have also contributed additional solutions that complement or enhance our offerings, diversify our client base, expand our geographic coverage, and provide entry into new and attractive adjacent markets that align with our strategic objectives. We continue to strategically allocate resources to both internal and external growth initiatives to enhance the long-term value of our business.

Worldpay Sale Summary

On January 31, 2024, the Company completed the previously announced sale (the "Worldpay Sale") of a 55% equity interest in its Worldpay Merchant Solutions business to private equity funds managed by GTCR, LLC (such funds, the "Buyer"). Following the closing of the Worldpay Sale, we retain a non-controlling 45% ownership interest in a new standalone joint venture, Worldpay Holdco, LLC ("Worldpay"), which will continue to provide merchant acquiring and related services to businesses of all sizes and across any industry globally, enabling them to accept, authorize and settle electronic payment transactions. In connection with the Worldpay Sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and reducing potential dis-synergies. FIS and Worldpay also entered into additional agreements as described in Note 4 to the consolidated financial statements.

Business Trends and Conditions

Revenue Sources and Markets

Our revenue from continuing operations is primarily derived from a combination of technology and processing solutions, transaction processing fees, professional services and software license fees. While we are a global company and do business around the world, the majority of our revenue is generated by clients in the U.S. The majority of our international revenue is generated by clients in the U.K., Germany, Canada, Australia, Brazil and Switzerland. In addition, the majority of our revenue has historically been recurring and has been provided under multi-year Banking and Capital Markets contracts that contribute relative stability to our revenue stream. These solutions, in general, are considered critical to our clients' operations. Professional services revenue is typically non-recurring, though recognition often occurs over time rather than at a point in time. Sales of software licenses are typically non-recurring with point-in-time recognition and are less predictable.

Economic Trends

Lengthy sales cycles continue to persist during 2024, which we believe results from economic uncertainty. We also experienced, and continue to experience, relatively high rates of inflation in our primary markets, including increasing wage and benefits rates, which management believes is in part due to inflation and in part due to competitive job markets for the skilled employees who support our businesses, as well as increasing non-labor-related costs. The magnitude of future effects of economic uncertainty, including lengthy sales cycles, and inflation is difficult to predict, although these factors have had an adverse effect on our results of operations and, to the extent they persist, may continue to have a negative effect. However, as a provider of outsourced solutions, we benefit from multi-year recurring revenue streams, which help moderate the effects of broader year-to-year economic and market changes that otherwise might have a larger impact on our results of operations. Relatively high interest rates have had, and may continue to have, a negative impact on our interest expense. However, during the first nine months of 2024, we used a portion of the net proceeds from the Worldpay Sale to repay our borrowings under our commercial paper programs and reduce our long-term debt, which has decreased and will continue to decrease our interest expense from previous levels. Impacts of foreign currency fluctuations remained slightly favorable during the first nine months of 2024. Given the volatility of exchange rates and the mix of currencies involved in both revenues and expenses, the direction and magnitude of future effects of currency fluctuations are uncertain. The combined effect of the factors noted above has slowed our revenue growth rate. Over the longer term, we are targeting improvements in our revenue growth rate and margins to the extent of improving economic conditions and in response to planned management actions, including our cost savings initiatives.

Worldpay Sale

On January 31, 2024, the Company completed the Worldpay Sale for cash consideration in a transaction valuing the Worldpay Merchant Solutions business at an enterprise value of $18.5 billion, including $1.0 billion of consideration contingent on the returns realized by Buyer exceeding certain thresholds. The net cash proceeds received by FIS at the closing were greater than $12 billion, net of estimated closing adjustments, debt restructuring fees, taxes and transaction costs. We used a portion of the proceeds from the sale to retire debt and repurchase shares, and we plan to continue to use the remaining proceeds to return additional capital to shareholders through our existing share repurchase authorization, as well as for general corporate purposes, including acquisitions, while maintaining an investment grade credit rating. In connection with the sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and minimizing potential
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dis-synergies. FIS and Worldpay also entered into additional agreements as described in Note 4 to the consolidated financial statements. Upon closing of the Worldpay Sale, we retained a non-controlling 45% ownership interest in Worldpay. FIS' share of the net income of Worldpay is now reported as Equity method investment earnings (loss), net of tax.

As a result of the Worldpay Sale, we recorded an estimated loss on sale of $491 million during the nine months ended September 30, 2024. Upon closing of the Worldpay Sale, the Company also recorded a tax benefit of $991 million, primarily from the release of U.S. deferred tax liabilities that were not transferred in the Worldpay Sale, net of the estimated U.S. tax cost that the Company expects to incur as a result of the Worldpay Sale. Final post-closing selling price adjustments, including any related to the expected transfer of our Worldpay Brazil and RealNet subsidiaries, and completion of other purchase agreement provisions in connection with the Worldpay Sale could result in further adjustments to the loss on sale amount and the estimated U.S. tax cost.

Investments in Innovation

We continue to assist financial institutions and other businesses in migrating to outsourced integrated technology solutions to improve their profitability and address increasing and ongoing regulatory requirements. We believe our integrated solutions and outsourced services are well-positioned to address this outsourcing trend across the markets we serve.

We continue to invest in modernization, innovation and integrated solutions to meet the demands of the markets we serve and compete with global banks, financial and other technology providers, and emerging technology innovators. We invest both internally and through investment opportunities in companies building complementary technologies in the financial services space. Our internal development activities have related primarily to the modernization of our proprietary core systems in each of our segments, design and development of next-generation digital and innovative solutions and development of processing systems and related software applications and risk management platforms. We expect to continue to invest an appropriate level of resources to maintain, enhance and extend the functionality of our proprietary systems and existing software applications, to develop new and innovative software applications and systems to address emerging technology trends in response to the needs of our clients, and to enhance the capabilities of our outsourcing infrastructure.

Digital One Platform

Consumer preference continues to shift from traditional branch banking services to digital banking solutions, and our clients seek to provide a single integrated banking experience through their branch, mobile, internet and voice banking channels. We have been providing our large regional banking customers in the U.S. with Digital One, an integrated digital banking platform, and are now adding functionality and offering Digital One to our community bank clients to provide a consistent, omnichannel experience for consumers of banking services across self-service channels like mobile banking and online banking, as well as supporting channels for bank staff operating in bank branches and contact centers. The uniform customer experience extends to support a broad range of financial services including opening new accounts, servicing of existing accounts, money movement, and personal financial management, as well as other consumer, small business and commercial banking capabilities. Digital One is integrated into several of the core banking platforms offered by FIS and is also offered to customers of non-FIS core banking systems.

Banking Industry Consolidation

Consolidation within the banking industry has occurred and may continue, primarily in the form of merger and acquisition activity among financial institutions, which we believe would broadly be detrimental to the profitability of the financial technology industry. However, consolidation resulting from specific merger and acquisition transactions may be beneficial to our business. When consolidations of financial institutions occur, merger partners often operate systems obtained from competing service providers. The newly formed entity generally makes a determination to migrate its core and payments systems to a single platform. When a financial institution processing client is involved in a consolidation, we may benefit by their expanding the use of our solutions if such solutions are chosen to survive the consolidation and to support the newly combined entity. Conversely, we may lose revenue if we are providing solutions to both entities, or if a client of ours is involved in a consolidation and our solutions are not chosen to support the newly combined entity. It is also possible that larger financial institutions resulting from consolidation may have greater leverage in negotiating terms or could decide to perform in-house some or all of the solutions that we currently provide or could provide. We seek to mitigate the risks of consolidations by offering other competitive solutions to take advantage of specific opportunities at the surviving company.

U.S. bank failures could negatively impact our results to the extent more of our customers become illiquid; however, our current exposure to past bank closures is limited, and we may be a long-term beneficiary of these closures. As a leading provider of financial technology services to the top 100 U.S. banks by asset size as well as other global financial institutions,
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FIS boasts a highly diversified customer base, with no single customer accounting for more than approximately 2% of 2023 revenue from continuing operations. With respect to U.S. financial institution customers that closed during 2023, FIS expects to continue to provide services for the majority of these banks, and our revenue exposure from potential contract terminations related to these banks is not material. Further, FIS' core banking customer contracts are generally structured with fees that increase based on the number of active accounts or transactions rather than the amount of deposits. Thus, to the extent account volume increases, we are positioned to benefit from this growth as a leading core banking services provider to large financial institutions.

Demand in Payments Market

We continue to see demand in the payments market for innovative solutions that will deliver faster, more convenient payment options in mobile channels, internet applications, in-store cards, and digital currencies. The payment processing industry is adopting new technologies, developing new solutions, evolving new business models, and is being affected by new market entrants and by an evolving regulatory environment. As financial institutions respond to these changes by seeking solutions to help them enhance their own offerings to consumers, including the ability to accept card-not-present payments in eCommerce and mobile environments, as well as contactless cards and mobile wallets at the point of sale, FIS believes that payment processors will seek to develop additional capabilities in order to serve clients' evolving needs. To facilitate this expansion, we believe that payment processors will need to enhance their technology platforms so they can deliver these capabilities and differentiate their offerings from other providers.

We believe that these market changes present both an opportunity and a risk for us, and we cannot predict which emerging technologies or solutions will be successful. However, FIS believes that payment processors, like FIS, that have scalable, integrated business models, provide solutions across the payment processing value chain and utilize broad distribution capabilities will be best-positioned to enable emerging alternative electronic payment technologies in the long term. Further, FIS believes that its depth of capabilities and breadth of distribution will enhance its position as emerging payment technologies are adopted by merchants and other businesses. FIS' ability to partner with non-financial institution enterprises, such as mobile payment providers and internet, retail and social media companies, continues to create attractive growth opportunities as these new entrants seek to become more active participants in the development of alternative electronic payment technologies and to facilitate the convergence of retail, online, mobile and social commerce applications.

Cybersecurity Threats and Solutions

Cyberattacks on information technology systems and the vendors and technological supply chain on which they rely continue to grow in frequency, complexity and sophistication. This is a trend we expect to continue. The continued growth in the frequency, complexity and sophistication of cyberattacks presents both a threat and an opportunity for FIS. Using expertise we have gained from our ongoing focus and investment, we have developed and we offer fraud, security, risk management and compliance solutions to target this growth opportunity in the financial services industry. We also use certain of these solutions to manage our own risks.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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Consolidated Results of Operations - Comparisons of three-month and nine-month periods ended September 30, 2024 and 2023
Three months ended September 30,Nine months ended September 30,
$%$%
 20242023ChangeChange20242023ChangeChange
(In millions)(In millions)
Revenue$2,570 $2,492 $78 3 %$7,528 $7,318 $210 3 %
Cost of revenue(1,593)(1,531)(62)4 (4,700)(4,632)(68)1 
Gross profit977 961 16 2 2,828 2,686 142 5 
Gross profit margin38 %39 %38 %37 %
Selling, general and administrative expenses(521)(484)(37)8 (1,703)(1,557)(146)9 
Asset impairments(2)(7)5 NM(20)(8)(12)NM
Other operating (income) expense, net - related party(36)— (36)NM(110)— (110)NM
Operating income$490 $470 20 4 $1,215 $1,121 94 8 
Operating margin19 %19 %16 %15 %
NM = Not meaningful

Revenue

Revenue for the three and nine months ended September 30, 2024, increased primarily due to strong recurring revenue growth in the Banking and Capital Markets segments. Revenue was not materially impacted by foreign currency movements versus the prior year period. See "Segment Results of Operations" below for a more detailed explanation.

Cost of Revenue, Gross Profit and Gross Profit Margin

Cost of revenue for the three and nine months ended September 30, 2024, increased due to variable transaction processing and hosting expenses, partially offset by lower intangible asset amortization resulting primarily from using accelerated amortization methods which apply a declining rate over time. Gross profit margin for the three months ended September 30, 2024, declined due to dis-synergies associated with the Worldpay Sale. Gross profit margin for the nine months ended September 30, 2024, increased due to high-margin non-recurring license revenue and lower intangible asset amortization, partially offset by dis-synergies associated with the Worldpay Sale.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three and nine months ended September 30, 2024, increased primarily due to higher acquisition, integration and other costs and increased corporate costs, which were slightly higher year over year due to dis-synergies associated with the Worldpay Sale, offset for the most part by other cost saving initiatives.

Asset Impairments

The three and nine months ended September 30, 2024, included impairments primarily related to the termination of certain internally developed software projects.

Other operating (income) expense, net - related party

As described in Note 4 to the consolidated financial statements, under the terms of the TSA, the Company is providing technology infrastructure, risk and security, accounting and various other corporate services to Worldpay. The amount is recorded in Other operating (income) expense, net - related party, and the corresponding expense was recognized in Cost of revenue and Selling, general and administrative expense in the consolidated statement of earnings (loss).

Operating Income and Operating Margin

The change in operating income and operating margin for the three and nine months ended September 30, 2024, resulted from the revenue and cost variances noted above.

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Total Other Income (Expense), Net
Three months ended September 30,Nine months ended September 30,
$%$%
20242023ChangeChange20242023ChangeChange
Other income (expense):(In millions)(In millions)
Interest expense, net$(64)$(162)$98 NM$(184)$(464)$280 NM
Other income (expense), net(38)11 (49)NM(222)(74)(148)NM
Total other income (expense), net$(102)$(151)49 NM$(406)$(538)132 NM
NM = Not meaningful

The decrease in interest expense, net during the three and nine months ended September 30, 2024, was primarily due to a reduction in our outstanding borrowings under our commercial paper programs and senior notes using a portion of the net proceeds from the Worldpay Sale and increased interest income generated on the proceeds of the Worldpay Sale.

Other income (expense), net for the periods presented consists of various income and expense items outside of the Company's operating activities, including foreign currency transaction remeasurement gains and losses; realized and unrealized gains and losses on equity security investments, including impairment losses on these investments; and fair value adjustments on certain non-operating assets and liabilities, including certain derivatives, as further described in Note 10 to the consolidated financial statements. The three-month period ended September 30, 2024, included primarily losses of $35 million on the Company’s offsetting interest rate swaps, as discussed in Note 10 to the consolidated financial statements. The three-month period ended September 30, 2023, included primarily foreign currency transaction remeasurement gains offset by $(10) million of losses on equity security investments without readily determinable fair values as discussed in Note 7 to the consolidated financial statements. The nine-month period ended September 30, 2024, included loss on extinguishment of debt of approximately $(174) million, as discussed in Note 9 to the consolidated financial statements. The nine-month period ended September 30, 2023, included $(44) million of net gains (losses) on equity security investments without readily determinable fair values, as discussed in Note 7 to the consolidated financial statements, in addition to foreign currency transaction remeasurement losses.

Provision (Benefit) for Income Taxes
Three months ended September 30,Nine months ended September 30,
$%$%
20242023ChangeChange20242023ChangeChange
(In millions)(In millions)
Provision (benefit) for income taxes$108 $70 $38 NM$215 $140 $75 NM
Effective tax rate28 %22 %27 %24 %
NM = Not meaningful

The increase in the effective tax rate for the three and nine months ended September 30, 2024, was predominately driven by increases to income tax on foreign operations. As described in Note 2 to the consolidated financial statements, the Company reflects its investor-level tax impact relating to equity method investments as a component of Equity method investment earnings (loss), net of tax in the consolidated statement of earnings (loss). Therefore, equity method investment earnings (loss) and the related investor-level tax are excluded from the calculation of FIS' estimated annual effective tax rate.

Equity Method Investment Earnings (Loss)

Eight monthsNine months
Three months ended September 30,endedended
$%September 30,September 30,$%
20242023ChangeChange20242023ChangeChange
(In millions)(In millions)
Equity method investment earnings (loss), net of tax$(33)$— $(33)NM$(110)$— NMNM
NM = Not meaningful

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As discussed in Note 1 to the consolidated financial statements, the Company completed the Worldpay Sale on January 31, 2024, retaining a non-controlling ownership interest in Worldpay. We account for our remaining minority ownership in Worldpay using the equity method of accounting. As of September 30, 2024, we own 45% of Worldpay. During the period from February 1, through September 30, 2024, our share of the net income of Worldpay is reported as Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss) and reflects FIS' investor-level tax impact on its investment in Worldpay. See Note 4 to the consolidated financial statements for summary Worldpay financial information.

Discontinued Operations
Three months ended September 30,Nine months ended September 30,
$%$%
 20242023ChangeChange20242023ChangeChange
(In millions)(In millions)
Revenue$3 $1,201 NMNM$409 $3,636 NMNM
Earnings (loss) from discontinued operations related to major classes of pretax earnings (loss)$— $458 NMNM$184 $(6,123)NMNM
Pretax gain (loss) on the disposal of discontinued operations$(25)$— NMNM$(491)$— NMNM
Provision (benefit) for income taxes$(3)$(382)NMNM$(994)$(327)NMNM
Earnings (loss) from discontinued operations, net of tax$(22)$(709)NMNM$687 $(7,345)NMNM
NM = Not meaningful

As discussed in Note 1 to the consolidated financial statements, the Company completed the Worldpay Sale on January 31, 2024. The results of the Worldpay Merchant Solutions business prior to the completion of the Worldpay Sale have been presented as discontinued operations.

As discussed in Note 3 to the consolidated financial statements, certain businesses included in the Worldpay Sale have yet to be conveyed to Worldpay due to pending regulatory approvals; these businesses continue to generate an immaterial amount of revenue and earnings from discontinued operations. For the three- and nine-month periods ended September 30, 2024, changes in each of the captions above are a result of the Worldpay Sale.

For the nine months ended September 30, 2023, Earnings (loss) from discontinued operations related to major classes of pretax earnings (loss), as well as Earnings (loss) from discontinued operations, net of tax, included a $6.8 billion impairment of goodwill. Additionally, beginning on July 5, 2023, the Company ceased amortization of long-lived assets held for sale.

An initial loss on sale of disposal group of $466 million was recorded upon closing of the Worldpay Sale to reflect the impact of the excess of the carrying value of the disposal group over the estimated fair value less cost to sell. During the three months ended September 30, 2024, an additional $25 million estimated loss on sale was recorded to reflect the impact of estimated post-closing adjustments, reflecting a cumulative estimated loss on sale of $491 million.

For the nine-month period ended September 30, 2024, the Company recorded a tax benefit of $991 million, primarily from the write-off of U.S. deferred tax liabilities that were not transferred in the Worldpay Sale, net of the estimated U.S. tax cost that the Company expects to incur as a result of the Worldpay Sale.

Post-closing selling price adjustments and completion of other purchase agreement provisions in connection with the Worldpay Sale could result in further adjustments to the loss on sale amount and the estimated U.S. tax cost.

Segment Results of Operations - Comparisons of three- and nine-month periods ended September 30, 2024 and 2023

FIS reports its financial performance based on the following segments: Banking Solutions, Capital Market Solutions, and Corporate and Other.

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Adjusted EBITDA is reported to our chief operating decision maker, the Company's Chief Executive Officer and President, for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with FASB ASC Topic 280, Segment Reporting. Adjusted EBITDA is defined as net earnings (loss) before net interest expense, net other income (expense), income tax provision (benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs that do not constitute normal, recurring, cash operating expenses necessary to operate our business. The items affecting the segment profit measure generally include purchase price amortization of acquired intangible assets, as well as acquisition, integration and certain other costs and asset impairments. These costs and adjustments are recorded in the Corporate and Other segment for the periods discussed below. Adjusted EBITDA for the respective segments excludes the foregoing costs and adjustments. Financial information, including details of Adjusted EBITDA, for each of our segments is set forth in Note 13 to the consolidated financial statements.

Banking Solutions
Three months ended September 30,Nine months ended September 30,
$%$%
 20242023ChangeChange20242023ChangeChange
 (In millions)(In millions)
Revenue$1,779 $1,732 $47 3 %$5,174 $5,049 $125 2 %
Adjusted EBITDA$804 $781 23 3 $2,301 $2,166 $135 6 
Adjusted EBITDA margin45.2 %45.1 %44.5 %42.9 %
Adjusted EBITDA margin basis points change10 160 

Three months ended September 30:

Revenue in our Banking segment increased 3% for the three months ended September 30, 2024. Recurring revenue contributed 5% to total segment growth, driven by higher transaction processing revenue. Recurring revenue in the third quarter benefited from the timing and seasonal impact of volumes within our payments business. Non-recurring revenue contributed (3%) to growth, driven by a decline in revenue from servicing federally funded pandemic relief programs. Professional services revenue contributed 1% to segment growth.

Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin expanded year over year, driven by the Company's cost savings initiatives and operating leverage generated by the business.

Nine months ended September 30:

Revenue in our Banking segment increased 2% for the nine months ended September 30, 2024. Recurring revenue contributed 3% to total segment growth, driven by higher transaction processing revenue. Non-recurring revenue contributed (1%) to growth, driven by a decline in revenue from servicing federally funded pandemic relief programs.

Adjusted EBITDA increased year over year due to the revenue impacts noted above and the results of the Company's cost savings initiatives. Adjusted EBITDA margin expanded significantly year over year, driven by the Company's cost savings initiatives and favorable revenue mix compared to the prior year, including an increase in high-margin license revenue.

Capital Market Solutions
Three months ended September 30,Nine months ended September 30,
$%$%
 20242023ChangeChange20242023ChangeChange
 (In millions)(In millions)
Revenue$730 $677 $53 8 %$2,158 $2,011 $147 7 %
Adjusted EBITDA$364 $332 32 10 $1,066 $988 78 8 
Adjusted EBITDA margin49.9 %49.0 %49.4 %49.1 %
Adjusted EBITDA margin basis points change90 30 

Three months ended September 30:
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Revenue in our Capital Markets segment increased 8% for the three months ended September 30, 2024. Recurring revenue contributed 4% to total segment growth, non-recurring license revenue contributed 2% to growth and professional services revenue contributed 1% to growth, all due to strong new sales momentum and product implementations. Fluctuations in foreign currency exchange rates contributed 1% to Capital Markets segment growth.

Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin expanded year over year, primarily due to operating leverage and an increase in high-margin license revenue.

Nine months ended September 30:

Revenue in our Capital Markets segment increased 7% for the nine months ended September 30, 2024. Recurring revenue contributed 6% to total segment growth due to strong new sales momentum and non-recurring revenue contributed 1% to total segment growth due primarily to strong license sales.

Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin increased year over year due primarily to the segment's operating leverage and continued cost management.

Corporate and Other
Three months ended September 30,Nine months ended September 30,
$%$%
 20242023ChangeChange20242023ChangeChange
 (In millions)(In millions)
Revenue$61 $83 $(22)(27)%$196 $258 $(62)(24)%
Adjusted EBITDA$(108)$(48)(60)125 $(346)$(254)(92)36 

The Corporate and Other segment results consist of selling, general and administrative expenses and depreciation and intangible asset amortization not otherwise allocated to the reportable segments. Corporate and Other also includes operations from certain non-strategic businesses.

Three months ended September 30:

Revenue in our Corporate and Other segment decreased 27% for the three months ended September 30, 2024, due to the ramp down of non-strategic businesses.

Adjusted EBITDA decreased primarily due to the revenue impacts noted above, as well as higher corporate costs due to dis-synergies associated with the Worldpay Sale.

Nine months ended September 30:

Revenue in our Corporate and Other segment decreased 24% for the nine months ended September 30, 2024, due to the ramp down of non-strategic businesses.

Adjusted EBITDA decreased primarily due to the revenue impacts noted above, as well as higher corporate costs due to dis-synergies associated with the Worldpay Sale.

Liquidity and Capital Resources

Cash Requirements

Our principal ongoing cash requirements include operating expenses, income taxes, debt service payments, capital expenditures, stockholder dividends, working capital and timing differences in settlement-related assets and liabilities and may include discretionary debt repayments, share repurchases and business acquisitions. Our principal sources of funds are cash generated by operations and borrowings, including the capacity under our Revolving Credit Facility, the U.S. commercial paper program and the Euro-commercial paper program discussed in Note 9 to the consolidated financial statements, in addition to the net proceeds from the Worldpay Sale, which closed on January 31, 2024.

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As of September 30, 2024, the Company had $5.7 billion of available liquidity, including $1.3 billion of cash and cash equivalents and $4.4 billion of capacity available under its Revolving Credit Facility. Approximately $750 million of cash and cash equivalents is held by our foreign entities. A portion of our domestic cash and cash equivalents relates to net deposits-in-transit, which are typically settled within a few business days. Debt outstanding totaled $10.9 billion, with an effective weighted average interest rate of 2.7%. The Company repaid an aggregate principal amount of €500 million in 1.100% Senior Euro Notes at maturity on July 15, 2024.

Although we continue to evaluate the optimal capital structure for our business following the completion of the Worldpay Sale, we intend to maintain investment grade debt ratings for FIS.

We believe that our current level of cash and cash equivalents plus cash flows from operations will be sufficient to fund our operating cash requirements, capital expenditures and debt service payments for the next 12 months and the foreseeable future.

A regular quarterly dividend of $0.36 per common share is payable on December 23, 2024, to shareholders of record as of the close of business on December 9, 2024. We currently expect to continue to pay quarterly dividends at a target payout ratio consistent with our capital allocation strategy, without regard to our equity method investment earnings (loss) attributable to our interest retained in Worldpay post-separation. However, the amount, declaration and payment of future dividends is at the discretion of the Board of Directors and depends on, among other things, our investment opportunities (including potential mergers and acquisitions), results of operations, financial condition, cash requirements, future prospects, and other factors, including legal and contractual restrictions, that may be considered relevant by our Board of Directors. Additionally, the payment of cash dividends may be limited by covenants in certain debt agreements.

In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock. In August 2024, our Board of Directors approved a separate, incremental share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. Neither of these repurchase programs has an expiration date, and either program may be suspended for periods, amended or discontinued at any time. Approximately 13 million shares remained available for repurchase under the January 2021 program as of September 30, 2024, and the Company will exhaust its authorization under this program prior to repurchasing shares under the new program. We plan to continue to prioritize share repurchases under these share repurchase authorizations. We intend to repurchase approximately $4.0 billion of our shares during 2024, inclusive of $3.0 billion in shares repurchased during the first nine months of 2024.

Cash Flows from Operations

Our net cash provided by operating activities consists primarily of net earnings, adjusted to add back depreciation and amortization and other non-cash items, including asset impairments, loss on extinguishment of debt, and loss from equity method investment. Cash flows from operations were $1,393 million and $1,301 million for the nine month periods ended September 30, 2024 and 2023, respectively. Cash flows from operations increased $92 million during the nine months ended September 30, 2024, primarily due to an increase in earnings adjusted for non-cash items, partially offset by timing of working capital.

Cash Flows from Investing

Our principal investing activity relates to capital expenditures for software (purchased and internally developed) and property and equipment. We invested approximately $629 million and $584 million in capital expenditures (excluding other financing obligations for certain hardware and software) during the nine-month periods ended September 30, 2024 and 2023, respectively. We expect to continue investing in software and in property and equipment to support our business.

We also invest in acquisitions that complement and extend our existing solutions and capabilities and provide additional solutions to our portfolio, and we dispose of assets that are no longer considered strategic. In the first nine months of 2024, we used approximately $56 million of cash (net of cash acquired) related to new acquisitions. In 2024, in connection with the Worldpay Sale, we received approximately $12.8 billion in cash proceeds and divested $3.1 billion in cash, cash equivalents and restricted cash included in current assets held for sale at the date of sale. We expect to continue to invest in acquisitions as part of our strategy to add solutions to help win new clients and cross-sell to existing clients.

During the nine months ended September 30, 2024, we received distributions of $40 million from Worldpay recorded as investing cash flows. We expect to continue to receive regular cash distributions from Worldpay pursuant to the terms of the LLCA.
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Cash flows from investing also occasionally include cash received or paid relative to other activities that are not regularly recurring in nature.


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Cash Flows from Financing

Cash flows from financing principally involve borrowing funds, repaying debt, repurchasing shares and paying dividends. In 2023, we paid $173 million related to the 2020 Virtus acquisition to redeem a put option exercised by the founders as described in Note 5 to the consolidated financial statements.

Financing

For more information regarding the Company's debt and financing activity, see "Risk Factors—Risks Related to Our Indebtedness" in Item 1A of our Annual Report on Form 10-K filed on February 26, 2024, and "Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk" in Item 3 below as well as Notes 9 and 10 to the consolidated financial statements.

Contractual Obligations

There were no material changes in our contractual obligations through the three months ended September 30, 2024, in comparison to the table included in our Annual Report on Form 10-K for the year ended December 31, 2023, except as disclosed in Note 9 to the consolidated financial statements.

Recent Accounting Pronouncements
No new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

We are exposed to market risks primarily from changes in interest rates and foreign currency exchange rates. We periodically use certain derivative financial instruments, including interest rate swaps, cross-currency interest rate swaps and foreign currency forward contracts, to manage interest rate and foreign currency risk. We do not use derivatives for trading purposes, to generate income or to engage in speculative activity.

Interest Rate Risk

In addition to existing cash balances and cash provided by operating activities, we use fixed-rate and variable-rate debt to finance our operations. We are exposed to interest rate risk on these debt obligations.

Our fixed rate senior notes (as included in Note 9 to the consolidated financial statements) represent the majority of our fixed-rate long-term debt obligations as of September 30, 2024. The carrying value, excluding the fair value basis adjustments due to interest rate swaps described below and unamortized discounts, of our senior notes was $11.1 billion as of September 30, 2024. The fair value of our senior notes was approximately $10.4 billion as of September 30, 2024. The potential reduction in fair value of the senior notes from a hypothetical 10% increase in market interest rates would not be material to the overall fair value of the debt.

Our variable-rate risk principally relates to borrowings under our U.S. commercial paper program, Euro-commercial paper program, and Revolving Credit Facility (as included in Note 9 to the consolidated financial statements) (collectively, "variable-rate debt"). At September 30, 2024, our weighted-average cost of debt was 2.7%, with a weighted-average maturity of 6.7 years, and 99% of our debt was fixed rate. A 100 basis-point increase in the weighted-average interest rate on our variable-rate debt as of September 30, 2024, would have increased our annual interest expense by $1 million. We performed the foregoing sensitivity analysis based solely on the outstanding balance of our variable-rate debt as of September 30, 2024. This sensitivity analysis does not take into account any changes that occurred in the prior 12 months or that may take place in the next 12 months in the amount of our outstanding debt. Further, this sensitivity analysis assumes the change in interest rates is applicable for an entire year. For comparison purposes, based on the outstanding balance of our variable-rate debt as of September 30, 2023, and calculated in the same manner as set forth above, an increase of 100 basis points in the weighted-average interest rate would have increased our annual interest expense by approximately $48 million.


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Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a location's functional currency. We may manage the exposure to these risks through a combination of normal operating activities and the use of foreign currency forward contracts and non-derivative and derivative instruments.

Our exposure to foreign currency exchange risks generally arises from our non-U.S. operations, to the extent they are conducted in local currency. Changes in foreign currency exchange rates affect translations of revenue denominated in currencies other than the U.S. Dollar. We generated approximately $323 million and $304 million during the three months, and $922 million and $908 million during the nine months, ended September 30, 2024 and 2023, respectively, in revenue denominated in currencies other than the U.S. Dollar. The major currencies to which our revenue is exposed are the British Pound Sterling, Euro, Brazilian Real, Australian Dollar, Swedish Krona and Indian Rupee. A 10% movement in average exchange rates for these currencies (assuming a simultaneous and immediate 10% change in all of such rates for the relevant period) would have resulted in the following increase or decrease in our reported revenue for the three and nine months ended September 30, 2024 and 2023 (in millions):
 Three months ended
September 30,		Nine months ended
September 30,
Currency2024202320242023
Pound Sterling$11 $10 $32 $29 
Euro7 6 19 18 
Real3 3 9 11 
Australian Dollar2 2 6 5 
Swedish Krona3 2 6 6 
Rupee1 1 4 5 
Total increase or decrease$27 $24 $76 $74 

While our results of operations have been impacted by the effects of currency fluctuations, our international operations' revenue and expenses are generally denominated in local currency, which reduces our economic exposure to foreign exchange risk in those jurisdictions.

Our foreign exchange risk management policy permits the use of derivative instruments, such as forward contracts and options, to reduce volatility in our results of operations and/or cash flows resulting from foreign exchange rate fluctuations. We do not enter into foreign currency derivative instruments for trading purposes or to engage in speculative activity. We do periodically enter into foreign currency forward contracts to hedge foreign currency exposure to intercompany loans, other balance sheet items or expected foreign currency cash flows resulting from forecasted transactions. The Company also utilizes foreign currency-denominated debt and cross-currency interest rate swaps designated as net investment hedges in order to reduce the volatility of the net investment value of certain of its Euro and Pound Sterling functional subsidiaries and utilizes cross-currency interest rate swaps designated as fair value hedges in order to mitigate the impact of foreign currency risk associated with our foreign currency-denominated debt (see Note 10 to the consolidated financial statements).

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II: OTHER INFORMATION

Item 1A. Risk Factors

See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, for a detailed discussion of risk factors affecting the Company. There have been no material changes in the risk factors described therein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes purchases of equity securities by the issuer during the three-month period ended September 30, 2024:

Maximum number
of shares that
Total cost of sharesmay yet be
purchased as part ofpurchased under
Total number ofpublicly announcedthe plans or
shares purchased (1)Average priceplans or programs (1)programs (1)
Period(in millions)paid per share(in millions)(in millions)
July 1-31, 20242.9 $75.60 $219.7 16.7 
August 1-31 20241.7 $77.59 135.0 15.0 
September 1-30, 20241.7 $83.39 145.7 13.2 
6.4 $500.4 

(1)In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. In August 2024, our Board of Directors approved a separate, incremental share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. Neither of these repurchase programs has an expiration date, and either program may be suspended for periods, amended or discontinued at any time. As of September 30, 2024, approximately 13.2 million shares remained available for repurchase under the January 2021 program, and the Company will exhaust its authorization under this program prior to repurchasing shares under the new program.

Item 5. Other Information

Director Appointment

On October 31, 2024, the Board increased its size from nine to ten directors and elected Ms. Kourtney Gibson to fill the resulting vacancy, effective November 1, 2024, with an initial term expiring at the 2025 Annual Meeting of Shareholders.

The Board has affirmatively determined that Ms. Gibson is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the Exchange Act.

Ms. Gibson will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2024 Annual Meeting of Shareholders, as filed with the SEC on April 26, 2024, provided that the initial award of restricted stock units will be prorated.

Ms. Gibson has been appointed to serve as a member of each of the Audit Committee and the Risk and Technology Committee of the Board. There are no arrangements or understandings between Ms. Gibson and any other person pursuant to which Ms. Gibson was elected as a director of the Company, nor does Ms. Gibson have any direct or indirect material interests in any related person transactions required to be disclosed under Item 404(a) of Regulation S-K.

Adoption of Executive Severance Plan

The Company adopted the Fidelity National Information Services, Inc. U.S. Executive Severance Plan (the “Severance Plan”) effective as of September 1, 2024, to provide severance protection to certain executive officers and other key employees of the Company (or its affiliate) who are designated as participants by written notice pursuant to the Severance Plan (the
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“Participants”). For an executive officer of the Company to be a Participant, the Severance Plan requires designation by our Board of Directors or the Compensation Committee thereof. As of the end of the period covered by this report, no executive officers have been designated as Participants. The Severance Plan will continue until terminated in accordance with the provisions of the Severance Plan, subject to certain limitations set forth therein.

Pursuant to the Severance Plan, in the event of a “Qualifying Termination” (as defined in the Severance Plan), subject to the Company’s receipt of an effective release of claims from the Participant, a Participant would be entitled to receive: (i) a lump sum severance payment equal to one times (1x) the sum of his or her base salary and target annual incentive compensation for the fiscal year in which the termination occurs (or two times (2x) such sum (a) if the termination occurs within three months before, or 24 months after, a “Change in Control” (as defined in the Company’s 2022 Omnibus Incentive Plan) (the “Change in Control Protection Period”) or (b) in the case of a Participant who is the Company’s Chief Executive Officer (a “CEO Participant”)); (ii) a pro-rated annual incentive compensation plan payout for the fiscal year in which the termination occurs, based on actual performance for the entire fiscal year (but not subject to any discretion related to individual performance goals), prorated for the number of full months worked (or a pro-rated target annual incentive compensation plan payout for the fiscal year in which the termination occurs, prorated for the number of full months worked, if the termination occurs during the Change in Control Protection Period); (iii) to the extent unpaid, any annual incentive compensation payable for the fiscal year preceding the date of the termination; and (iv) a lump sum cash payment equal to 12 monthly medical and dental COBRA premiums (or 18 months of such premiums (a) if the termination occurs during the Change in Control Protection Period or (b) in the case of a CEO Participant). For Participants other than a CEO Participant (such Participants, “Executive Officer Participants”), however, in the event of a termination of his or her employment by the Company directly related to work performance (“Performance Termination”) outside the Change in Control Protection Period, subject to the Company’s receipt of an effective release of claims from such Executive Officer Participant, severance benefits under the Severance Plan will consist of (x) a severance payment equal to one-half times (.5x) his or her base salary, (y) a lump sum cash payment equal to six monthly medical and dental COBRA premiums, and (z) any earned but unpaid annual bonus payments relating to the prior calendar year.

The severance benefits under the Severance Plan are subject to the Participant’s compliance with certain non-competition and non-solicitation obligations during the Participant’s employment and one year thereafter and confidentiality and non-disparagement obligations.

The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Amendment of Bylaws

On October 31, 2024, our Board of Directors adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: (i) revise procedural mechanics and informational requirements applicable to shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including to define certain terms and to clarify or limit the scope of information required regarding proposing shareholders, proposed nominees and other related persons; (ii) clarify the procedures to be followed in connection with any voluntary resignation by a director of the Company; (iii) require any director candidate to make himself or herself available to be interviewed by our Board of Directors; and (iv) make certain other clarifying, conforming and ministerial changes.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

During the quarter ended September 30, 2024, Ms. Denise Williams, an executive officer of the Company (Chief People Officer), adopted a trading plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c). The Plan, which was adopted on August 14, 2024, provides for the sale of up to $1,000,000 of shares of FIS common stock and up to 12,484 shares of FIS common stock to be acquired through the exercise of vested stock options. The Plan will expire on the earlier of March 31, 2025, or the date on which all sales under the Plan have been completed.


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Item 6. Exhibits

Incorporated by Reference
ExhibitSEC FileFiled/ Furnished
No.Exhibit DescriptionFormNumberExhibitFiling DateHerewith
3.1*
10.1*
10.2*
10.3*
10.48-K001-1642710.110/03/2024
31.1*
31.2*
32.1*
32.2*
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Item 6. Exhibits

Incorporated by Reference
ExhibitSEC FileFiled/ Furnished
No.Exhibit DescriptionFormNumberExhibitFiling DateHerewith
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCHInline XBRL Taxonomy Extension Schema Document.*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.*
104Cover Page Interactive Data File (formatted in inline XBRL in exhibit 101).*

(1) Management contract or compensatory arrangement.

* Filed or furnished herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
 
Date: November 4, 2024By: /s/ James Kehoe
  James Kehoe
  Chief Financial Officer

FIDELITY NATIONAL INFORMATION SERVICES, INC.
 
Date: November 4, 2024By: /s/ Christopher Thompson
  Christopher Thompson
  Chief Accounting Officer (Principal Accounting Officer) 



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