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Cover and 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


☐			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
Jacksonville	Florida	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:

	Trading	Name of each exchange
Title of each class	Symbol(s)	on which registered
Common Stock, par value $0.01 per share	FIS	New York Stock Exchange
0.625% Senior Notes due 2025	FIS25B	New York Stock Exchange
1.500% Senior Notes due 2027	FIS27	New York Stock Exchange
1.000% Senior Notes due 2028	FIS28	New York Stock Exchange
2.250% Senior Notes due 2029	FIS29	New York Stock Exchange
2.000% Senior Notes due 2030	FIS30	New York Stock Exchange
3.360% Senior Notes due 2031	FIS31	New York Stock Exchange
2.950% Senior Notes due 2039	FIS39	New 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

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
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Earnings (Loss)			3
Condensed Consolidated Statements of Comprehensive Earnings (Loss)			4
Condensed Consolidated Statements of Equity			5
Condensed Consolidated Statements of Cash Flows			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management 's Discussion and Analysis of Financial Condition and Results of Operations			34
Item 3. Quantitative and Qualitative Disclosure About Market Risks			46
Item 4. Controls and Procedures			47
Part II: OTHER INFORMATION
Item 1A. Risk Factors			48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			48
Item 5. Other Information			48
Item 6. Exhibits			49
Signatures			52

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)


	September 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,323	$	440
Settlement assets	736		617
Trade receivables, net of allowance for credit losses of $43 and $31, respectively	1,841		1,738
Other receivables	147		109
Receivable from related party	88		—
Prepaid expenses and other current assets	621		641
Current assets held for sale	1,314		10,111
Total current assets	6,070		13,656
Property and equipment, net	620		695
Goodwill	17,050		16,971
Intangible assets, net	1,400		1,823
Software, net	2,229		2,115
Equity method investment	4,133		—
Other noncurrent assets	1,644		1,528
Deferred contract costs, net	1,184		1,076
Noncurrent assets held for sale	17		17,109
Total assets	$	34,347	$	54,973
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	1,861	$	1,773
Settlement payables	750		635
Deferred revenue	839		829
Short-term borrowings	112		4,760
Current portion of long-term debt	317		1,348
Current liabilities held for sale	1,263		8,884
Total current liabilities	5,142		18,229
Long-term debt, excluding current portion	10,491		12,970
Deferred income taxes	717		2,179
Other noncurrent liabilities	1,426		1,446
Noncurrent liabilities held for sale	—		1,093
Total liabilities	17,776		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 capital	47,080		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' equity	16,569		19,050
Noncontrolling interest	2		6
Total equity	16,571		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.

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,
	2024		2023		2024		2023
Revenue	$	2,570	$	2,492	$	7,528	$	7,318
Cost of revenue	1,593		1,531		4,700		4,632
Gross profit	977		961		2,828		2,686
Selling, general, and administrative expenses	521		484		1,703		1,557
Asset impairments	2		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 taxes	108		70		215		140
Equity method investment earnings (loss), net of tax	(33)		—		(110)		—
Net earnings (loss) from continuing operations	247		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:
Basic	545		592		558		592
Diluted	548		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.

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,
	2024		2023		2024		2023

Net earnings (loss)	$	225	$	(459)	$	1,171	$	(6,899)
Other comprehensive earnings (loss), before tax:
Foreign currency translation adjustments	130		(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 adjustments	2		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 tax	26		(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.

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
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest		equity
Balances, June 30, 2024	633	(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, 2024	633	(90)	$	6	$	47,080	$	(22,343)	$	(387)	$	(7,787)	$	2	$	16,571


			Amount
			FIS Stockholders
									Accumulated
	Number of shares				Additional				other
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest		equity
Balances, December 31, 2023	631	(48)	$	6	$	46,934	$	(22,906)	$	(260)	$	(4,724)	$	6	$	19,056
Issuance of restricted stock	2	—	—		—		—		—		—		—		—
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, 2024	633	(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.

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
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest		equity
Balances, June 30, 2023	631	(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, 2023	631	(39)	$	6	$	46,895	$	(22,848)	$	(408)	$	(4,208)	$	7	$	19,444


			Amount
			FIS Stockholders
									Accumulated
	Number of shares				Additional				other
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest (1)		equity
Balances, December 31, 2022	630	(39)	$	6	$	46,735	$	(15,012)	$	(360)	$	(4,192)	$	8	$	27,185
Issuance of restricted stock	1	—	—		—		—		—		—		—		—
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, 2023	631	(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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows - (Unaudited) (In millions)


	Nine months ended September 30,
	2024		2023
Cash flows from operating activities from continuing operations:
Net earnings (loss)	$	1,171	$	(6,899)
Less earnings (loss) from discontinued operations, net of tax	687		(7,342)
Net earnings (loss) from continuing operations	484		443
Adjustment to reconcile net earnings (loss) from continuing operations to net cash provided by operating activities:
Depreciation and amortization	1,291		1,323
Amortization of debt issuance costs	16		22
Asset impairments	20		7
Loss on extinguishment of debt	174		—
Loss (gain) on sale of businesses, investments and other	77		31
Stock-based compensation	142		90
Loss from equity method investment	110		—
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 operations	1,393		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 investments	12,801		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 activities	8,843		(597)
Cash flows from financing activities from continuing operations:
Borrowings	15,776		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 plans	2		41
Treasury stock activity	(3,032)		(16)
Dividends paid	(608)		(926)
Purchase of noncontrolling interest	—		(173)
Other financing activities, net	45		(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 operations	20		(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 period	4,414		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.

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.

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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
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), net	1		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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	September 30, 2024		December 31, 2023
Major classes of assets included in discontinued operations:
Cash and cash equivalents	$	51	$	1,380
Settlement assets	1,260		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 assets	1,314		10,111
Property and equipment, net	—		207
Goodwill	15		10,906
Intangible assets, net	—		5,971
Software, net	—		1,321
Other noncurrent assets	2		613
Total noncurrent assets	17		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 liabilities	1,263		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, 2024		December 31, 2023
Settlement assets
Settlement deposits	$	—	$	56
Merchant float	1,151		2,594
Settlement receivables	109		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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

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 months		Eight months
	ended		ended
	September 30, 2024		September 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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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



			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	1,521	$	452	$	26	$	1,999
All others	258		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 maintenance	88		145		1		234
Other recurring	66		23		10		99
Total recurring	1,479		536		51		2,066

Software license	54		92		1		147
Professional services	137		100		1		238
Other non-recurring fees	109		2		8		119
Total	$	1,779	$	730	$	61	$	2,570

For the three months ended September 30, 2023 (in millions):



			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	1,501	$	413	$	45	$	1,959
All others	231		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 maintenance	92		135		—		227
Other recurring	67		21		11		99
Total recurring	1,391		505		69		1,965

Software license	47		76		7		130
Professional services	126		96		2		224
Other non-recurring fees (1)	168		—		5		173
Total	$	1,732	$	677	$	83	$	2,492

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	4,424	$	1,349	$	90	$	5,863
All others	750		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 maintenance	268		432		1		701
Other recurring	198		68		30		296
Total recurring	4,321		1,604		161		6,086

Software license	141		256		2		399
Professional services	405		295		3		703
Other non-recurring fees	307		3		30		340
Total	$	5,174	$	2,158	$	196	$	7,528

For the nine months ended September 30, 2023 (in millions):


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	4,364	$	1,262	$	140	$	5,766
All others	685		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 maintenance	272		394		1		667
Other recurring	183		60		31		274
Total recurring	4,148		1,489		221		5,858

Software license	78		228		8		314
Professional services	436		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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

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 sale	1,151		2,594
Cash from discontinued operations included in current assets held for sale	51		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 receivables	175		154
Total Settlement assets	$	736	$	617

FIDELITY NATIONAL INFORMATION SERVICES, INC.

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, 2024						December 31, 2023
	Cost		Accumulated depreciation and amortization		Net		Cost		Accumulated 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).


			Capital		Corporate
	Banking		Market		And
	Solutions		Solutions		Other		Total
Balance, December 31, 2023	$	12,588	$	4,363	$	20	$	16,971
Goodwill attributable to acquisitions	5		36		—		41
Foreign currency adjustments	5		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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

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, 2024		December 31, 2023
Trade accounts payable	$	220	$	110
Accrued salaries and incentives	362		472
Accrued benefits and payroll taxes	96		106
Income taxes payables	237		3
Taxes other than income tax	145		123
Accrued interest payable	70		144
Operating lease liabilities	81		85
Related-party payables	33		—
Other accrued liabilities	617		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, 2024		December 31, 2023
Contract costs on implementations in progress	$	334	$	291
Contract origination costs on completed implementations, net	605		542
Contract fulfillment costs on completed implementations, net	245		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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

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
	Interest	Interest		September 30,		December 31,
	Rates	Rate (1)	Maturities	2024		2023
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 - 2039	4,465		4,968
Senior GBP Notes	2.3% - 3.4%	9.2%	2029 - 2031	228		1,178
Revolving Credit Facility (2)		—%	2029	—		127
Financing obligations for certain hardware and software			2024 - 2026	60		96
Other (3)				(326)		(710)
Total long-term debt, including current portion				10,808		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
	Interest			September 30,		December 31,
	Rate		Maturities	2024		2023
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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

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
2025	1,009
2026	1,268
2027	1,627
2028	1,677
Thereafter	5,536
Total principal payments	11,134
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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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,
	2024		2023		2024		2023
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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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,
	2024		2023		2024		2023
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-basic	545		592		558		592
Plus: Common stock equivalent shares	3		—		3		—
Weighted average shares outstanding-diluted	548		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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023

Acquisition and integration	$	22	$	12	$	70	$	21
Enterprise transformation, including Future Forward and platform modernization	76		79		205		223
Severance and other termination expenses	7		6		34		48
Separation of the Worldpay Merchant Solutions business	9		5		119		7
Incremental stock compensation directly attributable to specific programs	20		9		46		13
Other, including divestiture-related expenses and enterprise cost control and other initiatives	3		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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three months ended September 30, 2023 (in millions):


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
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
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
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 tax							687
Net earnings attributable to noncontrolling interest							(2)
Net earnings (loss) attributable to FIS common stockholders							$	1,169
Capital expenditures	$	379	$	226	$	24	$	629

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the nine months ended September 30, 2023 (in millions):


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(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, 2024						Three months ended June 30, 2024						Six months ended June 30, 2024
	As reported		Adjustment		As revised		As reported		Adjustment		As revised		As reported		Adjustment		As revised
Revenue	$	2,467	$	—	$	2,468	$	2,489	$	1	$	2,490	$	4,957	$	1	$	4,958
Cost of revenue	1,552		7		1,559		1,538		8		1,546		3,091		15		3,106
Operating income	361		(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 tax	26		(6)		20		89		(2)		88		116		(8)		107
Net earnings (loss) from continuing operations	18		(18)		—		243		(5)		238		260		(23)		237
Net earnings (loss) attributable to FIS	724		(18)		706		243		(5)		238		968		(23)		945
Net earnings (loss) attributable to FIS from continuing operations	17		(18)		(1)		242		(5)		237		259		(23)		236

Basic earnings (loss) per common share attributable to FIS from continuing operations	0.03		(0.03)		—		0.44		(0.01)		0.43		0.46		(0.04)		0.42
Basic earnings (loss) per common share attributable to FIS	1.26		(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 operations	0.03		(0.03)		—		0.43		(0.01)		0.43		0.46		(0.04)		0.42
Diluted earnings (loss) per common share attributable to FIS	1.25		(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 tax	553		(18)		535		263		(5)		258		816		(23)		793
Comprehensive earnings (loss) attributable to FIS stockholders	552		(18)		534		262		(5)		257		815		(23)		792

Amounts in table may not sum or calculate due to rounding.

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Three months ended March 31, 2023						Three months ended June 30, 2023						Three months ended September 30, 2023						Three months ended December 31, 2023
	As reported		Adjustment		As revised		As reported		Adjustment		As revised		As reported		Adjustment		As revised		As reported		Adjustment		As revised
Revenue	$	2,397	$	3	$	2,400	$	2,424	$	3	$	2,427	$	2,489	$	2	$	2,492	$	2,510	$	2	$	2,512
Cost of revenue	1,569		8		1,577		1,519		8		1,527		1,523		7		1,531		1,535		7		1,542
Operating income	311		(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 tax	37		4		40		29		1		30		74		(4)		70		17		(2)		15
Net earnings (loss) from continuing operations	96		11		108		85		2		87		261		(12)		249		65		(2)		62
Net earnings (loss) attributable to FIS	140		11		151		(6,596)		2		(6,594)		(449)		(12)		(461)		251		(2)		249
Net earnings (loss) attributable to FIS from continuing operations	96		11		107		84		2		86		260		(12)		248		64		(2)		61

Basic earnings (loss) per common share attributable to FIS from continuing operations	0.16		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 FIS	0.24		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 operations	0.16		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 FIS	0.24		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 tax	137		11		148		(6,561)		2		(6,559)		(524)		(12)		(536)		401		(2)		399
Comprehensive earnings (loss) attributable to FIS stockholders	136		11		147		(6,563)		2		(6,561)		(526)		(12)		(538)		399		(2)		397


	Six months ended June 30,2023						Nine months ended September 30, 2023						For the year ended December 31, 2023						For the year ended December 31, 2022
	As reported		Adjustment		As revised		As reported		Adjustment		As revised		As reported		Adjustment		As revised		As reported		Adjustment		As revised
Revenue	$	4,821	$	6	$	4,826	$	7,311	$	8	$	7,318	$	9,821	$	10	$	9,831	$	9,719	$	1	$	9,720
Cost of revenue	3,086		16		3,102		4,610		23		4,632		6,145		30		6,175		6,216		43		6,259
Operating income	661		(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 tax	65		5		69		139		1		140		157		(1)		157		325		(11)		314
Net earnings (loss) from continuing operations	181		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 operations	180		13		193		440		1		441		503		(1)		502		608		(33)		576

Basic earnings (loss) per common share attributable to FIS from continuing operations	0.30		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 operations	0.30		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.

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 reported		Adjustment		As revised
Trade receivables, net of allowance for credit losses of $31	$	1,730	$	8	$	1,738
Other receivables	287		(178)		109
Prepaid expenses and other current assets	603		38		641
Total current assets	13,788		(132)		13,656
Total assets	55,105		(132)		54,973
Accounts payable, accrued and other liabilities	1,859		(86)		1,773
Deferred revenue	832		(3)		829
Total current liabilities	18,318		(89)		18,229
Total liabilities	36,006		(89)		35,917
(Accumulated deficit) retained earnings	(22,864)		(42)		(22,906)
Total FIS stockholders' equity	19,093		(43)		19,050
Total equity	19,099		(43)		19,056
Total liabilities, redeemable noncontrolling interest and equity	55,105		(132)		54,973

Amounts in table may not sum or calculate due to rounding.

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 earnings						Total equity
	As reported		Adjustment		As revised		As reported		Adjustment		As 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.

Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations