Cover and table of contents
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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 March 31, 2026
Or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from | to |
Commission File No. 001-16427
_______________________________________________
Fidelity National Information Services, Inc.
(Exact name of registrant as specified in its charter)
| Georgia | 37-1490331 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 347 Riverside Avenue | |||||||||||
| 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 | ||||||||||||
| 1.500% Senior Notes due 2027 | FIS27 | New York Stock Exchange | ||||||||||||
| 1.000% Senior Notes due 2028 | FIS28 | New York Stock Exchange | ||||||||||||
| Floating Rate Senior Notes due 2028 | FIS28C | 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 | ||||||||||||
| 3.450% Senior Notes due 2030 | FIS30A | 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 May 6, 2026, 516,879,151 shares of the Registrant's Common Stock were outstanding.
FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2026
INDEX
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 755 | $ | 599 | |||||||
| Settlement assets | 610 | 515 | |||||||||
| Trade receivables, net of allowance for credit losses of $32 and $24, respectively | 2,269 | 1,944 | |||||||||
| Other receivables | 113 | 432 | |||||||||
| Receivable from related party | — | 39 | |||||||||
| Prepaid expenses and other current assets | 1,234 | 959 | |||||||||
| Total current assets | 4,981 | 4,488 | |||||||||
| Property and equipment, net | 1,113 | 691 | |||||||||
| Goodwill | 24,585 | 17,762 | |||||||||
| Intangible assets, net | 4,450 | 959 | |||||||||
| Software, net | 5,220 | 2,876 | |||||||||
| Equity method investment | 13 | 3,681 | |||||||||
| Other noncurrent assets | 1,831 | 1,710 | |||||||||
| Deferred contract costs, net | 1,291 | 1,321 | |||||||||
| Total assets | $ | 43,484 | $ | 33,488 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable, accrued and other liabilities | $ | 2,446 | $ | 2,097 | |||||||
| Settlement payables | 676 | 549 | |||||||||
| Deferred revenue | 1,084 | 957 | |||||||||
| Short-term borrowings | 4,164 | 2,729 | |||||||||
| Current portion of long-term debt | 101 | 1,284 | |||||||||
| Total current liabilities | 8,471 | 7,616 | |||||||||
| Long-term debt, excluding current portion | 16,791 | 9,069 | |||||||||
| Deferred income taxes | 327 | 1,215 | |||||||||
| Other noncurrent liabilities | 1,915 | 1,686 | |||||||||
| Total liabilities | 27,504 | 19,586 | |||||||||
| Equity: | |||||||||||
| FIS stockholders' equity: | |||||||||||
| Preferred stock $0.01 par value; 200 shares authorized, none issued and outstanding as of March 31, 2026, and December 31, 2025 | — | — | |||||||||
| Common stock $0.01 par value, 750 shares authorized, 640 and 636 shares issued as of March 31, 2026, and December 31, 2025, respectively | 6 | 6 | |||||||||
| Additional paid in capital | 47,444 | 47,317 | |||||||||
| (Accumulated deficit) retained earnings | (20,581) | (22,718) | |||||||||
| Accumulated other comprehensive earnings (loss) | (628) | (504) | |||||||||
| Treasury stock, $0.01 par value, 123 and 122 common shares as of March 31, 2026, and December 31, 2025, respectively, at cost | (10,264) | (10,202) | |||||||||
| Total FIS stockholders' equity | 15,977 | 13,899 | |||||||||
| Noncontrolling interest | 3 | 3 | |||||||||
| Total equity | 15,980 | 13,902 | |||||||||
| Total liabilities and equity | $ | 43,484 | $ | 33,488 |
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Loss)
(In millions, except per share amounts)
(Unaudited)
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 3,295 | $ | 2,532 | |||||||||||||||||||
| Cost of revenue | 2,187 | 1,653 | |||||||||||||||||||||
| Gross profit | 1,108 | 879 | |||||||||||||||||||||
| Selling, general, and administrative expenses | 605 | 558 | |||||||||||||||||||||
| Asset impairments | 104 | 2 | |||||||||||||||||||||
| Other operating (income) expense, net (including related party transactions of $— and $28) | (24) | (28) | |||||||||||||||||||||
| Operating income | 423 | 347 | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (197) | (80) | |||||||||||||||||||||
| Other income (expense), net | 33 | (37) | |||||||||||||||||||||
| Total other income (expense), net | (164) | (117) | |||||||||||||||||||||
| Earnings (loss) before income taxes and equity method investment earnings (loss) | 259 | 230 | |||||||||||||||||||||
| Provision (benefit) for income taxes | 106 | 81 | |||||||||||||||||||||
| Equity method investment earnings (loss), net of tax | 2,214 | (71) | |||||||||||||||||||||
| Net earnings (loss) | 2,367 | 78 | |||||||||||||||||||||
| Net (earnings) loss attributable to noncontrolling interest | (1) | (1) | |||||||||||||||||||||
| Net earnings (loss) attributable to FIS | $ | 2,366 | $ | 77 | |||||||||||||||||||
| Net earnings (loss) per share-basic attributable to FIS | $ | 4.59 | $ | 0.15 | |||||||||||||||||||
| Weighted average shares outstanding-basic | 515 | 528 | |||||||||||||||||||||
| Net earnings (loss) per share-diluted attributable to FIS | $ | 4.58 | $ | 0.15 | |||||||||||||||||||
| Weighted average shares outstanding-diluted | 517 | 531 |
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.
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(In millions)
(Unaudited)
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net earnings (loss) | $ | 2,367 | $ | 78 | |||||||||||||||||||
| Other comprehensive earnings (loss), before tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | (115) | 102 | |||||||||||||||||||||
| Change in fair value of net investment hedges | 132 | (187) | |||||||||||||||||||||
| Change in fair value of cash flow hedges | 3 | — | |||||||||||||||||||||
| Excluded components of fair value hedges | (2) | (68) | |||||||||||||||||||||
| Share of equity method investment other comprehensive earnings (loss) | — | 75 | |||||||||||||||||||||
| Reclassification to net earnings (loss) of accumulated other comprehensive earnings (loss) related to equity method investment upon sale | (147) | — | |||||||||||||||||||||
| Other adjustments | 1 | 16 | |||||||||||||||||||||
| Other comprehensive earnings (loss), before tax | (128) | (62) | |||||||||||||||||||||
| Provision for income tax (expense) benefit related to items of other comprehensive earnings (loss) | 4 | 45 | |||||||||||||||||||||
| Other comprehensive earnings (loss), net of tax | (124) | (17) | |||||||||||||||||||||
| Comprehensive earnings (loss) | 2,243 | 61 | |||||||||||||||||||||
| Net (earnings) loss attributable to noncontrolling interest | (1) | (1) | |||||||||||||||||||||
| Comprehensive earnings (loss) attributable to FIS | $ | 2,242 | $ | 60 |
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
Table of Contents
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
Three months ended March 31, 2026 and 2025
(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, December 31, 2025 | 636 | (122) | $ | 6 | $ | 47,317 | $ | (22,718) | $ | (504) | $ | (10,202) | $ | 3 | $ | 13,902 | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | 4 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | (1) | — | — | — | — | (30) | — | (30) | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares held for taxes due upon exercise of stock awards | — | — | — | — | — | — | (32) | — | (32) | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | 44 | — | — | — | — | 44 | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared ($0.44 per share per quarter) and other distributions | — | — | — | — | (229) | — | — | (1) | (230) | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | 83 | — | — | — | — | 83 | ||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | 2,366 | — | — | 1 | 2,367 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings (loss), net of tax | — | — | — | — | — | (124) | — | — | (124) | ||||||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2026 | 640 | (123) | $ | 6 | $ | 47,444 | $ | (20,581) | $ | (628) | $ | (10,264) | $ | 3 | $ | 15,980 |
| 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, 2024 | 633 | (102) | $ | 6 | $ | 47,129 | $ | (22,257) | $ | (364) | $ | (8,816) | $ | 2 | $ | 15,700 | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | 3 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | (6) | — | — | — | — | (450) | — | (450) | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares held for taxes due upon exercise of stock awards | — | (2) | — | — | — | — | (77) | — | (77) | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | 45 | — | — | — | — | 45 | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared ($0.40 per share per quarter) and other distributions | — | — | — | — | (212) | — | — | 1 | (211) | ||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | 77 | — | — | 1 | 78 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings (loss), net of tax | — | — | — | — | — | (17) | — | — | (17) | ||||||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2025 | 636 | (110) | $ | 6 | $ | 47,174 | $ | (22,392) | $ | (381) | $ | (9,343) | $ | 4 | $ | 15,068 |
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
Table of Contents FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows - (Unaudited) (In millions)
| Three months ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings (loss) | $ | 2,367 | $ | 78 | |||||||
| Adjustment to reconcile net earnings (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 628 | 456 | |||||||||
| Amortization of debt issuance costs | 16 | 4 | |||||||||
| Asset impairments | 104 | 2 | |||||||||
| (Gain) Loss on sale of businesses, investments and other | (15) | 31 | |||||||||
| Stock-based compensation | 44 | 47 | |||||||||
| (Gain) Loss from equity method investment | (2,214) | 71 | |||||||||
| Deferred income taxes | (5) | (9) | |||||||||
| Net changes in assets and liabilities, net of effects from acquisitions and foreign currency: | |||||||||||
| Trade and other receivables | (8) | (9) | |||||||||
| Receivable from related party | 38 | 55 | |||||||||
| Settlement activity | 19 | (10) | |||||||||
| Prepaid expenses and other assets | (140) | (34) | |||||||||
| Deferred contract costs | (88) | (71) | |||||||||
| Deferred revenue | 66 | 65 | |||||||||
| Accounts payable, accrued liabilities and other liabilities | (99) | (219) | |||||||||
| Net cash provided by operating activities | 713 | 457 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property and equipment | (50) | (37) | |||||||||
| Additions to software | (211) | (196) | |||||||||
| Cash divested from sale of business | — | (1,417) | |||||||||
| Acquisitions, net of cash acquired | (7,859) | (1) | |||||||||
| Coupon payments on interest rate swaps | (23) | (22) | |||||||||
| Distributions from equity method investments | 32 | 44 | |||||||||
| Other investing activities, net | (60) | (47) | |||||||||
| Net cash provided by (used in) investing activities | (8,171) | (1,676) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings | 35,992 | 12,488 | |||||||||
| Repayment of borrowings and other financing arrangements | (27,982) | (12,029) | |||||||||
| Debt issuance costs | (57) | — | |||||||||
| Net proceeds from stock issued under stock-based compensation plans | 1 | — | |||||||||
| Treasury stock activity | (67) | (537) | |||||||||
| Dividends paid | (232) | (220) | |||||||||
| Other financing activities, net | (1) | 33 | |||||||||
| Net cash provided by (used in) financing activities | 7,654 | (265) | |||||||||
| Net cash provided by (used in) operating activities from discontinued operations (1) | — | 303 | |||||||||
| Effect of foreign currency exchange rate changes on cash | (16) | 40 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 180 | (1,141) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 599 | 1,946 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 779 | $ | 805 | |||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for interest | $ | 175 | $ | 90 | |||||||
| Cash paid for income taxes | $ | 60 | $ | 81 |
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
(1)As discussed in Note 1, the Company completed the 2024 Worldpay Sale on January 31, 2024. Certain assets included as part of the 2024 Worldpay Sale did not convey until the first quarter of 2025 after receiving all required regulatory approvals. These assets generated cash flows from discontinued operations but did not generate any net earnings from discontinued operations during the three months ended March 31, 2025.
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, 2025.
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, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. 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 sale ("the 2024 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 retained a non-controlling 45% equity interest in a new standalone joint venture, Worldpay Holdco, LLC ("Worldpay"), following the closing of the 2024 Worldpay Sale. FIS' share of the net income (loss) of Worldpay was reported as Equity method investment earnings (loss), net of tax, in the consolidated statements of earnings (loss). See Note 2 for further information.
On January 9, 2026, FIS completed its previously announced (i) acquisition of the Issuer Solutions business (the "Issuer Solutions Business") from Global Payments Inc. ("Global Payments") (the "Issuer Solutions Acquisition") and (ii) sale of all of its equity interests in Worldpay (the "2026 Worldpay Minority Interest Sale"), pursuant to the transaction agreement (the "Transaction Agreement"), entered into on April 17, 2025, by and among FIS, Global Payments, Total System Services LLC, and Worldpay.
FIS acquired the Issuer Solutions Business from Global Payments in exchange for FIS' minority interest in Worldpay and approximately $7.7 billion in cash, which is equal to the difference between the purchase price payable by FIS in respect of the Issuer Solutions Business and the purchase price payable by Global Payments in respect of FIS' minority interest in Worldpay. The cash payment amount is subject to customary post-closing adjustments in respect of the respective purchase price for each of Worldpay and the Issuer Solutions Business.
The purchase price paid by Global Payments in respect of Worldpay was based on a $24.25 billion enterprise valuation of Worldpay, and the purchase price paid by FIS in respect of the Issuer Solutions Business was based on a $13.5 billion enterprise valuation of the Issuer Solutions Business, in each case, subject to customary adjustments for the cash, debt and working capital (relative to a target) of Worldpay and the Issuer Solutions Business, respectively, as of the closing of the transactions. We funded the Issuer Solutions Acquisition through a combination of approximately $7.7 billion of new debt and the 2026 Worldpay Minority Interest Sale.
We continued to account for our non-controlling 45% equity interest in Worldpay using the equity method of accounting through the closing date of the 2026 Worldpay Minority Interest Sale. Upon closing, we recorded an estimated pre-tax gain of $2.2 billion based on the excess of the net selling price over the carrying value of the Worldpay equity method investment as of the date of closing, adjusted for the impact of our share of Worldpay's cumulative translation adjustments recorded in accumulated other comprehensive earnings (loss). The estimated gain remains subject to change based on customary post-closing purchase price adjustments, and the final gain could differ materially from the current estimate.
Effective upon the closing of the Issuer Solutions Acquisition, we entered into an agreement with Global Payments providing for transition services (the "Global Payments TSA") and reverse transition services (the "Global Payments rTSA"). Under the Global Payments TSA, Global Payments provides certain technology, finance, human resources, and other support services to us. Under the Global Payments rTSA, we provide certain technology and operational support services to Global
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Payments. The agreement extends for up to 24 months from the effective date, and individual services are terminable earlier or extendable by mutual agreement. Charges are based on actual costs plus applicable fees and out-of-pocket expenses. We do not expect this agreement to have a material impact on our consolidated financial statements.
As a result of the Company's acquisition of the Issuer Solutions Business, the Company reassessed its reportable segments and included the Issuer Solutions Business within the Banking Solutions segment. In connection with this reassessment, the Company also reclassified certain businesses among the Banking Solutions, Capital Market Solutions, and Corporate and Other segments. All prior‑period segment information was recast to conform to the Company's revised reportable segment presentation. See Note 11 for more information regarding our segments.
Additional reclassifications were made in the 2025 consolidated financial statements to conform to the 2026 presentation. Specifically, in the consolidated statements of cash flows, Distributions from equity method investments were reclassified from Other investing activities into a separate classification, and prior-period amounts were revised accordingly. In addition, acquisition, integration and other costs presented in Note 11, "Segment Information," were reclassified into updated categories, and prior-year comparative amounts were reclassified to conform to current-period presentation.
Amounts in tables in the financial statements and accompanying footnotes may not sum or calculate due to rounding.
Recently Adopted Accounting Guidance
There have been no material changes to recently issued accounting pronouncements disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. No recently adopted accounting pronouncements had a material impact on our consolidated financial statements or disclosures.
(2) Equity Method Investment
As discussed in Note 1, the Company completed the 2024 Worldpay Sale on January 31, 2024, retaining a non-controlling equity interest in Worldpay. We accounted for our 45% minority ownership in Worldpay using the equity method of accounting. Beginning on February 1, 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 statements of earnings (loss). We received distributions from Worldpay of $32 million and $44 million, during the three months ended March 31, 2026 and 2025, respectively, which are recorded in Distributions from equity method investments in the consolidated statements of cash flows.
As also discussed in Note 1, on January 9, 2026, FIS completed its previously announced sale of its remaining equity interests in Worldpay for a pre-tax amount of $5.8 billion, net of transaction fees and other costs. We continued to account for our non-controlling 45% equity interest in Worldpay using the equity method of accounting through the closing date of the transaction. As a result of the 2026 Worldpay Minority Interest Sale, we recorded as part of Equity method investment earnings (loss) an estimated pre-tax gain of $2.2 billion in the first quarter of 2026, representing the excess of the net selling price over the carrying value of the Worldpay equity method investment as of the date of closing, adjusted for the impact of our share of Worldpay's cumulative translation adjustments recorded in accumulated other comprehensive earnings (loss). In addition, we recorded as part of Equity method investment earnings (loss) estimated tax expense of $44 million, which is net of the reversal of our Worldpay equity method investment deferred tax liability as of January 8, 2026. Post-closing purchase price adjustments and completion of other purchase agreement provisions in connection with the 2026 Worldpay Minority Interest Sale could result in further adjustments to the estimated gain on sale. The final gain could differ materially from the current estimate. The final tax due also remains subject to change based on the excess of sales proceeds over the tax basis and other factors, including the final consideration allocation for tax purposes.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Summary Worldpay financial information is as follows (in millions):
| Three months | ||||||||||||||||||||
| ended | ||||||||||||||||||||
| Statement of Earnings (Loss) | March 31, 2025 | |||||||||||||||||||
| Revenue | $ | 1,281 | ||||||||||||||||||
| Gross profit | $ | 613 | ||||||||||||||||||
| Earnings (loss) before income taxes | $ | (180) | ||||||||||||||||||
| Net earnings (loss) attributable to Worldpay | $ | (217) | ||||||||||||||||||
| FIS share of net earnings (loss) attributable to Worldpay, net of tax (1) | $ | (71) |
(1)For the three months ended March 31, 2025, this amount is net of $22 million of investor-level tax (expense) benefit, as well as intra-entity eliminations for timing differences between the Company and Worldpay's recognition of profits and losses on related-party transactions.
| Balance Sheet | December 31, 2025 | |||||||
| Current assets | $ | 8,744 | ||||||
| Noncurrent assets | $ | 15,642 | ||||||
| Current liabilities | $ | 6,643 | ||||||
| Noncurrent liabilities | $ | 9,419 |
Worldpay operating activity during the period from January 1 through January 8, 2026, was immaterial and thus summarized financial information for that period has not been presented.
Continuing Involvement with Discontinued Operations and Related-Party Transactions
Following the sale of its remaining ownership interest in Worldpay in 2026, the Company no longer has an equity interest in, or related‑party relationship with, Worldpay. Comparative period information is presented to reflect related-party activity during periods in which Worldpay was a related party.
The Company continues to have limited involvement with Worldpay primarily through a transition services agreement ("TSA") and certain other commercial agreements. Under the terms of the TSA, the Company procures certain third-party services on behalf of Worldpay and provides technology infrastructure, risk and security, accounting and various other corporate services to Worldpay, while Worldpay provides certain corporate services to the Company to support access to resources transferred in the 2024 Worldpay Sale. The TSA term extends through June 30, 2027, subject to further extension for a period of up to January 8, 2028. Certain commercial agreements originally entered into with Worldpay were amended to extend services to Global Payments. The TSA and commercial agreements also provide for certain annual purchase commitments.
During the period ended March 31, 2025, while Worldpay remained a related party, third-party pass-through costs of $20 million were incurred under the TSA and were netted against the equal and offsetting reimbursement amounts due from Worldpay. Additionally, net TSA services income of $28 million was recognized in Other operating (income) expense, net, with approximately two-thirds of the corresponding expense recorded in Cost of revenue and the remainder recorded in Selling, general and administrative expense in the consolidated statements of earnings (loss). Revenue earned from various commercial services provided to Worldpay was $35 million. During that same period, we collected net cash of $151 million related to agreements with Worldpay. As of December 31, 2025, amounts associated with the TSA included payables to Worldpay of $24 million in Accounts payable, accrued and other liabilities on the consolidated balance sheet.
Prior to the 2024 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 2024 Worldpay Sale, including a guarantee of a liability that a Worldpay subsidiary owes to the former owners of Worldpay Group plc (the "CVR Liability"). Effective upon the closing of the 2026 Worldpay Minority Interest Sale, FIS and Worldpay agreed to maintain these Guarantees through December 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
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
was $288 million and $294 million as of March 31, 2026, and December 31, 2025, respectively. As of March 31, 2026, and December 31, 2025, there were no amounts drawn under the standby letters of credit. As of March 31, 2026, and December 31, 2025, Worldpay's CVR liability due on October 12, 2027, was $378 million. There is no limitation to the maximum potential future payments under the other remaining Guarantees, and such 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 March 31, 2026, 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 2024 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.
(3) Acquisitions
Issuer Solutions Acquisition
As discussed in Note 1, on January 9, 2026, FIS completed its previously announced acquisition of the Issuer Solutions Business from Global Payments by acquiring 100% of the Issuer Solutions Business equity pursuant to the Transaction Agreement. The Issuer Solutions Business, which was later rebranded as "FIS Total IssuingTM Solutions," is a global payments technology and financial services provider specializing in issuer processing and a wide range of payment solutions for financial institutions. The Issuer Solutions Acquisition is expected to strengthen FIS' banking and capital markets solutions by complementing FIS' existing processing capabilities while also extending its suite of payment products.
Upon the terms and subject to the conditions set forth in the Transaction Agreement, FIS acquired the Issuer Solutions Business from Global Payments in exchange for FIS' $5.8 billion interest, net of taxes and other costs, in Worldpay and approximately $7.7 billion in cash. The cash payment amount is subject to customary post-closing adjustments in respect of the respective purchase price for each of Worldpay and the Issuer Solutions Business. FIS also converted certain outstanding Global Payments equity awards into corresponding equity awards for shares of FIS common stock based on an exchange ratio in the transaction agreement designed to maintain the intrinsic value of the applicable awards immediately prior to conversion. FIS funded the cash portion of the transaction consideration through borrowings of $7.7 billion under senior unsecured term loans as part of the term facility entered into on May 1, 2025 (the "Term Facility"), as further described in Note 7. FIS repaid the Term Facility with new senior notes issued on March 10, 2026, and the Term Facility was terminated in accordance with its terms.
The total purchase price was as follows (in millions):
| Cash Consideration | $ | 7,695 | ||||||
| 2026 Worldpay Minority Interest Sale | 5,762 | |||||||
| Share-based Consideration | 16 | |||||||
| Total purchase price | $ | 13,473 |
The acquisition was accounted for as a business combination under FASB Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805"). We recorded a preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed of the Issuer Solutions Business based on estimated fair values as of January 9, 2026. The provisional amounts for intangible assets are based on preliminary third-party valuation analyses. Goodwill was recorded as the residual amount by which the purchase price exceeded the provisional fair value of the net assets acquired. Goodwill consists primarily of expected synergies from combining operations, the acquired workforce and future growth opportunities, none of which qualify as separately identifiable intangible assets. The acquired business is reported within the Banking Solutions segment, and accordingly, goodwill recognized in the acquisition is allocated to that segment.
Our analyses used to assign fair values to assets acquired and liabilities assumed as of January 9, 2026, are ongoing and include evaluations of the facts and circumstances that existed as of that date and assessments of the economic characteristics of the acquired software and other intangibles. Pursuant to ASC 805, provisional amounts may be adjusted during the measurement period to reflect new information obtained about facts and circumstances that existed as of the acquisition date.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The resulting income statement effects of any such adjustments, including impacts on depreciation, amortization, or other income statement items, are measured as if the accounting had been completed at the acquisition date but are recognized in the period in which such adjustments are determined. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.
The preliminary purchase price allocation is as follows (in millions):
| Cash acquired | $ | 148 | ||||||
| Trade receivables | 309 | |||||||
| Prepaid expenses and other current assets, including settlement assets and other receivables | 261 | |||||||
| Property and equipment, net | 443 | |||||||
| Goodwill | 6,531 | |||||||
| Intangible assets | 3,580 | |||||||
| Software | 2,255 | |||||||
| Deferred income taxes | 455 | |||||||
| Other noncurrent assets | 206 | |||||||
| Accounts payable, accrued and other liabilities, including settlement payables | (423) | |||||||
| Deferred revenue | (56) | |||||||
| Current portion of long-term debt | (79) | |||||||
| Long-term debt, excluding current portion | (31) | |||||||
| Other non-current liabilities | (126) | |||||||
| Total purchase price | $ | 13,473 |
The gross contractual amount of trade receivables acquired was approximately $316 million. The difference between that total and the provisional amount reflected above represents our best estimate at the acquisition date of the contractual cash flows not expected to be collected. This difference was derived using Issuer Solutions' historical bad debts, sales allowances and collection trends.
Approximately $6.0 billion of the goodwill recognized is expected to be deductible for U.S. federal income tax purposes.
Intangible assets primarily consist of computer software, customer relationship assets and trademarks with weighted average estimated useful lives of 7 years, 10 years and 2 years, respectively, and provisional fair value amounts assigned of $1,995 million, $3,545 million and $35 million, respectively.
Unaudited Supplemental Pro Forma Results Giving Effect to the Issuer Solutions Acquisition
Issuer Solutions' revenues and pre-tax income of $591 million and $35 million, respectively, which include the impact of purchase accounting adjustments, are included in the consolidated statements of earnings (loss) for the period from January 9, 2026, through March 31, 2026.
Pursuant to ASC 805, the Company's unaudited supplemental pro forma results of operations for the three months ended March 31, 2026 and 2025, assuming the Issuer Solutions Acquisition had occurred as of January 1, 2025, are presented below (in millions):
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenue | $ | 3,350 | $ | 3,130 | ||||||||||
| Net earnings (loss) attributable to FIS | $ | 187 | $ | 2,201 |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The unaudited pro forma results include certain pro forma adjustments to revenue and net earnings that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2025, including the following:
-
change in amortization expense that would have been recognized relating to the acquired intangible assets;
-
adjustment to interest expense to record the interest on the senior notes assumed to be in place as of January 1, 2025;
-
adjustment to equity method investment earnings (loss), net of tax of $2,206 million for the three months ended March 31, 2025, to reflect the gain on the 2026 Worldpay Minority Interest Sale, which represents the remeasurement of FIS' remaining Worldpay equity interest to fair value and the non-cash consideration transferred for the Issuer Solutions Acquisition; and
-
a reduction in selling, general, and administrative expenses for the three months ended March 31, 2026, of $4 million, and an increase in selling, general, and administrative expenses for the three months ended March 31, 2025, of $67 million, for acquisition-related transaction costs.
Other 2026 Business Combinations
During the three months ended March 31, 2026, the Company completed the acquisition of two additional businesses for aggregate consideration of approximately $517 million, consisting of cash consideration, the issuance of approximately 1.3 million shares of FIS common stock, and contingent consideration with an estimated fair value of $122 million. The contingent consideration consists of potential future cash payments based on the achievement of implemented revenue targets, with an aggregate potential amount ranging from $0 to $834 million and periodic payments, if any, occurring through the second quarter of 2033. These acquisitions were accounted for as business combinations. The results of operations and financial position of the acquired businesses are included in the consolidated financial statements subsequent to the closing of each acquisition.
The Company recorded provisional allocations of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, consisting primarily of $93 million in customer relationships and $92 million in software assets. The Company also recorded approximately $378 million of goodwill, representing the excess of the purchase consideration over the provisional fair value of the net assets acquired. Goodwill consists primarily of expected synergies from revenue growth opportunities, including cross-selling and integration benefits, the assembled workforce, and future growth opportunities, none of which qualifies as separately identifiable intangible assets. The purchase price allocations are provisional as of March 31, 2026, and the Company expects to finalize them as soon as practicable, but no later than one year from the respective acquisition dates.
In connection with one of the acquisitions, the Company entered into an indemnification arrangement pursuant to which it may be required to make payments upon the occurrence of certain post‑closing events. The Company's maximum potential exposure under this arrangement is approximately $170 million. The Company believes the likelihood of any payments under this arrangement is remote; accordingly, no liability has been recorded as of March 31, 2026. The Company has obtained insurance coverage intended to mitigate potential losses associated with this indemnification; however, the Company remains primarily obligated under the arrangement.
2025 Business Combinations
During the year ended December 31, 2025, the Company completed the acquisition of two businesses for total consideration, net of cash acquired, of $586 million, consisting of initial cash payments of $571 million, net of cash acquired, and $15 million in estimated fair value of contingent consideration. These acquisitions were recorded as business combinations. The results of operations and financial position of the acquisitions are included in the consolidated financial statements subsequent to the closing of each acquisition. We recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values, consisting primarily of $163 million in customer relationships and $85 million in software assets. The Company also recorded $326 million of goodwill for the residual amount by which the purchase price exceeded the fair value of the net assets acquired. The purchase price allocations are provisional as of March 31, 2026, and the Company expects to finalize them as soon as practicable, but no later than one year from the respective acquisition dates.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(4) Revenue
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. Prior-period amounts have been reclassified to conform to the new reportable segment presentation as discussed in Note 11.
For the three months ended March 31, 2026 (in millions):
| Capital | ||||||||||||||||||||||||||||||||
| Banking | Market | Corporate | ||||||||||||||||||||||||||||||
| Solutions | Solutions | and Other | Total | |||||||||||||||||||||||||||||
| Primary Geographical Markets: | ||||||||||||||||||||||||||||||||
| North America | $ | 1,981 | $ | 499 | $ | 75 | $ | 2,555 | ||||||||||||||||||||||||
| All others | 393 | 324 | 23 | 740 | ||||||||||||||||||||||||||||
| Total | $ | 2,374 | $ | 823 | $ | 98 | $ | 3,295 | ||||||||||||||||||||||||
| Type of Revenue: | ||||||||||||||||||||||||||||||||
| Recurring revenue: | ||||||||||||||||||||||||||||||||
| Transaction processing and services | $ | 1,820 | $ | 416 | $ | 80 | $ | 2,316 | ||||||||||||||||||||||||
| Software maintenance | 112 | 166 | 1 | 279 | ||||||||||||||||||||||||||||
| Other recurring | 90 | 26 | 4 | 120 | ||||||||||||||||||||||||||||
| Total recurring | 2,022 | 608 | 85 | 2,715 | ||||||||||||||||||||||||||||
| Software license | 90 | 119 | — | 209 | ||||||||||||||||||||||||||||
| Professional services | 134 | 94 | 2 | 230 | ||||||||||||||||||||||||||||
| Other non-recurring fees | 128 | 2 | 11 | 141 | ||||||||||||||||||||||||||||
| Total | $ | 2,374 | $ | 823 | $ | 98 | $ | 3,295 |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the three months ended March 31, 2025 (in millions):
| Capital | ||||||||||||||||||||||||||||||||
| Banking | Market | Corporate | ||||||||||||||||||||||||||||||
| Solutions | Solutions | and Other | Total | |||||||||||||||||||||||||||||
| Primary Geographical Markets: | ||||||||||||||||||||||||||||||||
| North America | $ | 1,413 | $ | 500 | $ | 75 | $ | 1,988 | ||||||||||||||||||||||||
| All others | 220 | 287 | 37 | 544 | ||||||||||||||||||||||||||||
| Total | $ | 1,633 | $ | 787 | $ | 112 | $ | 2,532 | ||||||||||||||||||||||||
| Type of Revenue: | ||||||||||||||||||||||||||||||||
| Recurring revenue: | ||||||||||||||||||||||||||||||||
| Transaction processing and services | $ | 1,230 | $ | 401 | $ | 96 | $ | 1,727 | ||||||||||||||||||||||||
| Software maintenance | 89 | 153 | 1 | 243 | ||||||||||||||||||||||||||||
| Other recurring | 65 | 24 | 5 | 94 | ||||||||||||||||||||||||||||
| Total recurring | 1,384 | 578 | 102 | 2,064 | ||||||||||||||||||||||||||||
| Software license | 21 | 108 | — | 129 | ||||||||||||||||||||||||||||
| Professional services | 117 | 94 | 5 | 216 | ||||||||||||||||||||||||||||
| Other non-recurring fees | 111 | 7 | 5 | 123 | ||||||||||||||||||||||||||||
| Total | $ | 1,633 | $ | 787 | $ | 112 | $ | 2,532 |
Clients in the United Kingdom, Germany, Australia, Canada, India, and Switzerland account for the majority of the revenue from clients based outside of the U.S. No individual country outside of the U.S. accounted for more than 10% of total revenue for the three months ended March 31, 2026 and 2025.
Contract Balances
The Company recognized revenue of $368 million and $319 million during the three months ended March 31, 2026 and 2025, 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 March 31, 2026, the Company estimates it will recognize approximately $25.5 billion of revenue from remaining unfulfilled performance obligations, which are primarily comprised of recurring account‑ and volume‑based processing services. This amount excludes anticipated recurring renewals that are not yet contractually committed, as well as variable consideration related to Total IssuingTM Solutions contracts acquired during the period, which have remaining contractual terms similar to the Company’s pre‑existing processing arrangements but for which future processing volumes cannot yet be reasonably estimated; such amounts are allocated entirely to, and recognized in, the period in which the related processing services are performed. The Company estimates that approximately 34% of remaining performance obligations will be recognized over the next 12 months, approximately 25% over the subsequent 13 to 24 months, and the remainder thereafter.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(5) Condensed Consolidated Financial Statement Details
Cash and Cash Equivalents
The Company includes restricted cash in the Cash and cash equivalents balance reported in the consolidated statements of cash flows. The reconciliation between Cash and cash equivalents in the consolidated balance sheets and the consolidated statements of cash flows is as follows (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents on the consolidated balance sheets | $ | 755 | $ | 599 | |||||||
| Restricted cash, recorded within Prepaid expenses and other current assets | 24 | — | |||||||||
| Total Cash and cash equivalents per the consolidated statements of cash flows | $ | 779 | $ | 599 |
Settlement Assets
The principal components of the Company's settlement assets on the consolidated balance sheets are as follows (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Settlement deposits | $ | 280 | $ | 368 | |||||||
| Settlement receivables | 330 | 147 | |||||||||
| Total Settlement assets | $ | 610 | $ | 515 |
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of March 31, 2026, and December 31, 2025, consists of the following (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Contract assets | $ | 403 | $ | 349 | |||||||
| Prepaid maintenance | 258 | 208 | |||||||||
| Other prepaid expenses | 269 | 141 | |||||||||
| Other current assets | 304 | 261 | |||||||||
| Total Prepaid expenses and other current assets | $ | 1,234 | $ | 959 |
Intangible Assets, Software and Property and Equipment
The following table provides details of Intangible assets, Software and Property and equipment as of March 31, 2026, and December 31, 2025 (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Cost | Accumulated depreciation and amortization | Net | Cost | Accumulated depreciation and amortization | Net | ||||||||||||||||||||||||||||||
| Intangible assets | $ | 6,366 | $ | 1,916 | $ | 4,450 | $ | 2,688 | $ | 1,729 | $ | 959 | |||||||||||||||||||||||
| Software | $ | 7,039 | $ | 1,819 | $ | 5,220 | $ | 4,689 | $ | 1,813 | $ | 2,876 | |||||||||||||||||||||||
| Property and equipment | $ | 2,603 | $ | 1,490 | $ | 1,113 | $ | 2,139 | $ | 1,448 | $ | 691 |
As of March 31, 2026, Intangible assets, net of amortization, includes $4,320 million of customer relationships and $130 million of trademarks and other intangible assets. Amortization expense with respect to Intangible assets was $177 million and $155 million for the three months ended March 31, 2026 and 2025, respectively.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Amortization expense with respect to software was $293 million and $169 million for the three months ended March 31, 2026 and 2025, respectively.
During the three months ended March 31, 2026, the Company recorded software impairment charges of $72 million, primarily related to product rationalization and strategic realignment initiatives. No material software impairment charges were recorded during the three months ended March 31, 2025.
Depreciation expense for property and equipment was $59 million and $44 million for the three months ended March 31, 2026 and 2025, respectively.
Goodwill
Changes in goodwill during the three months ended March 31, 2026, are summarized below (in millions).
| Capital | Corporate | ||||||||||||||||||||||
| Banking | Market | And | |||||||||||||||||||||
| Solutions | Solutions | Other | Total | ||||||||||||||||||||
| Balance, December 31, 2025 | $ | 13,080 | $ | 4,662 | $ | 20 | $ | 17,762 | |||||||||||||||
| Goodwill attributable to acquisitions | 6,731 | 177 | — | 6,908 | |||||||||||||||||||
| Reallocation due to segment realignment | (271) | 255 | 16 | — | |||||||||||||||||||
| Impairments | — | — | (16) | (16) | |||||||||||||||||||
| Foreign currency adjustments | (46) | (23) | — | (69) | |||||||||||||||||||
| Balance, March 31, 2026 | $ | 19,494 | $ | 5,071 | $ | 20 | $ | 24,585 |
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 March 31, 2026, 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 March 31, 2026, 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.
We recorded $16 million of goodwill impairment related to certain non-strategic businesses in the Corporate and Other segment during the three months ended March 31, 2026.
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 $194 million and $193 million at March 31, 2026, and December 31, 2025, 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 in the consolidated statements of earnings (loss) and recorded net gains (losses) of $0 million and $(2) million for the three months ended March 31, 2026 and 2025, respectively, related to these investments.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Accounts Payable, Accrued and Other Liabilities
Accounts payable, accrued and other liabilities as of March 31, 2026, and December 31, 2025, consisted of the following (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Trade accounts payable | $ | 378 | $ | 192 | |||||||
| Accrued salaries and incentives | 244 | 448 | |||||||||
| Derivatives | 162 | 189 | |||||||||
| Accrued benefits and payroll taxes | 139 | 121 | |||||||||
| Income taxes payables | 207 | — | |||||||||
| Taxes other than income tax | 109 | 126 | |||||||||
| Accrued interest payable | 122 | 104 | |||||||||
| Operating lease liabilities | 90 | 71 | |||||||||
| Related-party payables | — | 24 | |||||||||
| Other accrued liabilities | 995 | 822 | |||||||||
| Total Accounts payable, accrued and other liabilities | $ | 2,446 | $ | 2,097 |
(6) Deferred Contract Costs
Origination and fulfillment costs from contracts with customers capitalized as of March 31, 2026, and December 31, 2025, consisted of the following (in millions):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Contract origination costs | $ | 778 | $ | 797 | |||||||
| Contract fulfilment costs on implementations in progress | 259 | 225 | |||||||||
| Contract fulfillment costs on completed implementations | 254 | 299 | |||||||||
| Total Deferred contract costs, net | $ | 1,291 | $ | 1,321 |
Amortization of deferred contract costs on completed implementations was $99 million and $88 million for three months ended March 31, 2026 and 2025, respectively.
During the three months ended March 31, 2026, the Company recorded $14 million of asset impairment charges related to deferred contract cost assets, primarily associated with a non‑strategic business.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(7) Debt
Long-term debt as of March 31, 2026, and December 31, 2025, consisted of the following (in millions):
| March 31, 2026 | ||||||||||||||||||||||||||||||||
| Weighted | ||||||||||||||||||||||||||||||||
| Average | ||||||||||||||||||||||||||||||||
| Interest | Interest | March 31, | December 31, | |||||||||||||||||||||||||||||
| Rates | Rate (1) | Maturities | 2026 | 2025 | ||||||||||||||||||||||||||||
| Fixed Rate Notes | ||||||||||||||||||||||||||||||||
| Senior USD Notes | 1.7% - 5.6% | 4.5 | % | 2027 - 2052 | $ | 11,145 | $ | 6,094 | ||||||||||||||||||||||||
| Senior Euro Notes | 1.0% - 3.5% | 3.1 | % | 2027 - 2039 | 4,458 | 3,963 | ||||||||||||||||||||||||||
| Senior GBP Notes | 2.3% - 3.4% | 6.7 | % | 2029 - 2031 | 225 | 229 | ||||||||||||||||||||||||||
| Senior USD Floating Rate Notes (2) | 2029 | 500 | — | |||||||||||||||||||||||||||||
| Senior Euro Floating Rate Notes (3) | 2028 | 575 | — | |||||||||||||||||||||||||||||
| Revolving Credit Facility (4) | 4.9 | % | 2029 | 102 | 215 | |||||||||||||||||||||||||||
| Incremental Revolving Credit Facility (5) | 2027 | — | — | |||||||||||||||||||||||||||||
| Financing arrangements for certain hardware and software | 2026 - 2029 | 197 | 116 | |||||||||||||||||||||||||||||
| Other (5) | (310) | (264) | ||||||||||||||||||||||||||||||
| Total long-term debt, including current portion | 16,892 | 10,353 | ||||||||||||||||||||||||||||||
| Current portion of long-term debt | (101) | (1,284) | ||||||||||||||||||||||||||||||
| Long-term debt, excluding current portion | $ | 16,791 | $ | 9,069 |
(1)The weighted average interest rate includes the impact of the fair value basis adjustments due to interest rate swaps, the impact of cross-currency interest rate swaps designated as fair value hedges, and the impact of interest rate swaps designated as cash flow hedges, and excludes the impact of cross-currency interest rate swaps designated as net investment hedges (see Note 8). These impacts, in certain cases, result in an effective weighted average interest rate being outside the stated interest rate range on the fixed rate notes.
(2)Interest on the Senior USD Floating Rate Notes is payable quarterly at Compound Secured Overnight Financing Rate ("SOFR") plus 1.21%.
(3)Interest on the Senior EUR Floating Rate Notes is payable quarterly at Three-month Euro Interbank Offered Rate ("EURIBOR") plus 0.85%.
(4)Interest on the Revolving Credit Facility is generally payable at SOFR 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.
(5)Interest on the Incremental Revolving Credit Facility is generally payable at SOFR 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.
(6)Other includes the amount of fair value basis adjustments due to interest rate swaps (see further discussion below and in Note 8), unamortized debt issuance costs and unamortized non-cash bond discounts.
Short-term borrowings as of March 31, 2026, and December 31, 2025, consisted of the following (in millions):
| March 31, 2026 | ||||||||||||||||||||||||||
| Weighted | ||||||||||||||||||||||||||
| Average | ||||||||||||||||||||||||||
| Interest | March 31, | December 31, | ||||||||||||||||||||||||
| Rate | Maturities | 2026 | 2025 | |||||||||||||||||||||||
| Euro-commercial paper notes ("ECP Notes") | 2.2 | % | Up to 183 days | $ | 115 | $ | 117 | |||||||||||||||||||
| U.S. commercial paper notes ("USCP Notes") | 4.1 | % | Up to 397 days | 4,037 | 2,612 | |||||||||||||||||||||
| Other | $ | 12 | $ | — | ||||||||||||||||||||||
| Total Short-term borrowings | $ | 4,164 | $ | 2,729 |
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-
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term debt. The fair value basis adjustments reflected in Other in the long-term debt table above totaled $(182) million and $(192) million as of March 31, 2026, and December 31, 2025, 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 is also party to variable-for-fixed interest rate swaps under which it agrees to receive variable interest in exchange for paying fixed interest. These are designated as cash flow 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. 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 statements of earnings (loss). As of March 31, 2026, the weighted average interest rate of the Company's outstanding debt was 4.2%, including the impact of fair value basis adjustments due to interest rate swaps, cross-currency interest rate swaps designated as fair value hedges, and interest rate swaps designated as cash flow 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 3.7%.
See Note 8 for further discussion of the Company's interest rate swaps and cross-currency interest rate swaps and related hedge designations.
The obligations of FIS under the revolving credit facilities, ECP Notes and USCP Notes, and all of its outstanding senior notes rank equal in priority and are unsecured.
The following table summarizes the amount of our long-term debt, including financing obligations for certain hardware and software, as of March 31, 2026, based on maturity date (in millions).
| Total | ||||||||
| 2026 | $ | 86 | ||||||
| 2027 | 1,714 | |||||||
| 2028 | 4,303 | |||||||
| 2029 | 3,460 | |||||||
| 2030 | 1,736 | |||||||
| Thereafter | 5,903 | |||||||
| Total principal payments | 17,202 | |||||||
| Other debt per the long-term debt table | (310) | |||||||
| Total long-term debt, including current portion | $ | 16,892 |
There are no mandatory principal payments on the revolving credit facilities, and any balance outstanding on the revolving credit facilities will be due and payable at the revolving credit facilities' respective scheduled maturity dates, which occur on September 27, 2029, for the Revolving Credit Facility and June 15, 2027, for the Incremental Revolving Credit Facility.
Senior Notes
On March 10, 2026, FIS issued and sold senior notes consisting of senior USD notes in an aggregate principal amount of $6.3 billion with interest rates of 4.45%, 4.55%, and 4.80% and maturities of 2028, 2029, and 2031; senior USD floating rate notes of $500 million with a maturity of 2029; senior Euro notes of €500 million with an interest rate of 3.45% and a maturity of 2030; and senior Euro floating rate notes of €500 million with a maturity of 2028. The proceeds from the debt issuance were used to repay short-term indebtedness under the Company's Term Facility incurred to finance the Issuer Solutions Acquisition, with remaining net proceeds used to repay borrowings outstanding under the Company's commercial paper programs during the first quarter of 2026.
On March 1, 2026, FIS repaid in full an aggregate principal amount of $1,250 million in its 1.15% Senior USD Notes at maturity.
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Commercial Paper
The Company has a Euro commercial paper ("ECP") program and a U.S. commercial paper ("USCP") program for the issuance and sale of senior, unsecured commercial paper notes, up to a combined maximum aggregate amount outstanding at any time of $7.0 billion. Borrowings are limited to the aggregate available capacity under the revolving credit facilities, which backstop the commercial paper programs. The ECP and USCP programs are generally used for general corporate purposes.
Revolving Credit Facilities
On November 6, 2025, the Company amended its existing Revolving Credit Facility, increasing the total commitments from $4.5 billion to $6.0 billion. On November 6, 2025, FIS also entered into an Incremental Revolving Credit Facility that provides $1.0 billion in additional revolving credit commitments, with a scheduled maturity date of June 15, 2027. Proceeds from borrowings under this facility may be used for general corporate purposes, including working capital needs, repayment of existing indebtedness and to backstop the Company's commercial paper programs. As of March 31, 2026, the borrowing capacity under the revolving credit facilities was approximately $2.7 billion (net of $4.2 billion of capacity backstopping our commercial paper notes and $102 million of Revolving Credit Facility outstanding balance).
Financing of Issuer Solutions Acquisition
On April 17, 2025, we entered into a commitment letter (the "Bridge Commitment Letter") with Goldman Sachs Bank USA, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (the "Lenders") pursuant to which the Lenders committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $8.0 billion, subject to customary conditions. On May 1, 2025, we entered into a credit agreement (the "Term Facility") with a group of lenders pursuant to which we could draw up to an aggregate principal amount of $8.0 billion of senior unsecured term loans to fund the Issuer Solutions Acquisition, subject to customary conditions. Upon entry into the Term Facility, all commitments under the Bridge Commitment Letter were reduced to $0 and the Bridge Commitment Letter was terminated in accordance with its terms. We funded the cash portion of the Issuer Solutions Acquisition by drawing $7.7 billion under the Term Facility on January 9, 2026. FIS repaid the Term Facility with new senior notes issued on March 10, 2026, as noted above, and the Term Facility was terminated in accordance with its terms. We expect our future cash paid for interest to increase from historic levels as a result of increased debt used to finance the Issuer Solutions Acquisition.
Fair Value of Debt
The fair value of the Company's long-term debt is estimated to be approximately $781 million and $619 million lower than the carrying value, excluding the fair value basis adjustments due to interest rate swaps and unamortized discounts, as of March 31, 2026, and December 31, 2025, respectively.
(8) Financial Instruments
Cash Flow Hedges
During the quarter ended March 31, 2026, the Company entered into interest rate swaps with an aggregate notional amount of $500 million and designated the swaps as cash flow hedges of the variability in forecasted interest payments on its Senior USD Floating Rate Notes. Changes in the fair value of the swaps that are determined to be effective are recorded in Accumulated other comprehensive earnings (loss) ("AOCI") and are reclassified into Interest expense in the periods the hedged forecasted interest payments affect earnings. During the three months ended March 31, 2026, the Company recorded $3 million in Other comprehensive earnings (loss) related to these cash flow hedges and classified nil as Interest expense. Cash payments or receipts related to the periodic interest settlements of these swaps are reflected in operating activities in the consolidated statements of cash flows. The fair value of these swaps totaled assets of $3 million as of March 31, 2026.
Fair Value Hedges
The Company held fixed-to-variable interest rate swaps with aggregate notional amounts of $1,854 million and £925 million at both March 31, 2026, and December 31, 2025. 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
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Senior Notes 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, as adjusted for any early extinguishments of the respective long-term debt. The remaining unamortized fair value basis adjustments recorded as a decrease of the long-term debt totaled $182 million and $192 million at March 31, 2026, and December 31, 2025, respectively. We amortized $10 million and $9 million of these balances as Interest expense during the three months ended March 31, 2026 and 2025, respectively (see Note 7).
Concurrently with the de-designations described above, the Company entered into new offsetting variable-to-fixed interest rate swaps. The Company held variable-to-fixed interest rate swaps with aggregate notional amounts of $1,854 million and £925 million at both March 31, 2026, and December 31, 2025. 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 on a net basis, 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 $5 million and $(18) million for the three months ended March 31, 2026 and 2025, respectively. The coupon payments are recorded within Cash flows from investing activities in the consolidated statements of cash flows and totaled $23 million and $22 million in cash outflows for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, and December 31, 2025, the aggregate fair value of the Company's new and existing interest rate swaps included derivative assets of $8 million and $15 million and derivative liabilities of $(482) million and $(517) million, respectively.
The Company held fixed-for-fixed cross-currency interest rate swaps with aggregate notional amounts of approximately €3,375 million associated with its Senior Euro Notes and £170 million associated with its Senior GBP Notes at both March 31, 2026, and December 31, 2025, to hedge its exposure to foreign currency risk. These swaps are designated as fair value hedges for accounting purposes. The aggregate fair value of these outstanding cross‑currency interest rate swaps totaled assets of $192 million and $278 million at March 31, 2026, and December 31, 2025, 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 $(84) million and $153 million for the three months ended March 31, 2026 and 2025, 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 $(2) million and $(68) million for the three months ended March 31, 2026 and 2025, respectively, 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. The Company recognized Interest expense of $11 million and $12 million during the three months ended March 31, 2026 and 2025, respectively, using the amortization approach.
Net Investment Hedges
The purpose of the Company's net investment hedges, as discussed below, is to reduce the volatility of FIS' net investment in its Euro- and Pound Sterling-denominated operations due to changes in foreign currency exchange rates. Changes in fair value of the net investment hedging instruments attributable to changes in spot foreign currency exchange rates, representing the effective portion of the hedges, 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. The Company assesses effectiveness of cross-currency interest rate swap hedging instruments using the spot method. Under this method, any ineffective portion of these hedging instruments impacts net earnings when the ineffectiveness occurs, while periodic interest settlements are recorded through Interest expense as excluded components (see Note 7).
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, in the consolidated statements of comprehensive
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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 March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Foreign currency-denominated debt designations | $ | 2 | $ | (8) | ||||||||||||||||||||||
| Cross-currency interest rate swap designations | 96 | (130) | ||||||||||||||||||||||||
| Total | $ | 98 | $ | (138) |
Foreign Currency-Denominated Debt Designations
The Company designates certain foreign currency-denominated debt as net investment hedges. An aggregate of €100 million of ECP Notes was designated as a net investment hedge of the Company's investment in Euro-denominated operations as of March 31, 2026, and December 31, 2025.
Cross-Currency Interest Rate Swap Designations
The Company designates certain cross-currency interest rate swaps as net investment hedges. As of both March 31, 2026, and December 31, 2025, an aggregate notional amount of €6,045 million was designated as a net investment hedge of the Company's investment in Euro-denominated operations. The cross-currency interest rate swap fair values totaled assets of $18 million and $5 million and liabilities of $(375) million and $(490) million as of March 31, 2026, and December 31, 2025, respectively.
During the three months ended March 31, 2026 and 2025, there were no net cash payments or receipts from the settlement of the cross‑currency interest rate swaps.
(9) 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. Lead plaintiffs were appointed, and a consolidated amended complaint was filed on August 2, 2023. The consolidated amended complaint named the Company and certain of its current and former officers as defendants and sought 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. In the fourth quarter of 2025, the parties filed a joint stipulation voluntarily dismissing the claims against Stephanie Ferris. Also in the fourth quarter of 2025, the parties reached an agreement to settle the matter. The settlement amount is expected to be substantially paid by insurance and is not expected to materially impact our results of operations or financial condition. On December 19, 2025, the plaintiffs filed a motion for preliminary approval of the settlement. The court entered a preliminary approval order on February 18, 2026, and has scheduled a hearing for July 9, 2026, to determine whether a final approval order should be entered.
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 three other stockholders, City of Southfield Fire and Police Retirement System, Young Family Living Trust, and Michele Luthin, also subsequently sent similar demands (the "Southfield Demand," the "Young Demand," and the "Luthin Demand," respectively). The Southfield Demand was subsequently withdrawn. 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
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received (such as the Young Demand and the Luthin Demand) and make recommendations to the Board with respect to the demands. The Demand Review Committee has hired independent counsel.
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 the stockholder that previously had sent the Hialeah Demand. 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 (the "Motion to Stay"), and the Individual Defendants concurrently filed a separate motion to dismiss (the "Individual Defendants' Motion to Dismiss"). On March 21, 2025, the court granted in part and denied in part the Motion to Stay, and denied the Individual Defendants' Motion to Dismiss. The Individual Defendants filed answers to the complaint on April 29, 2025, and the case was partially stayed pending completion of the Demand Review Committee's investigation.
On October 22, 2024, another 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. On November 7, 2024, the court entered an order staying the McCollum Action.
The Demand Review Committee provided a report on August 28, 2025, recommending that the independent members of the Board reject the demands and direct the Company to seek dismissal of the Hialeah Action and the McCollum Action, and the independent members of the Board have unanimously voted to adopt the Committee's recommendations. On November 24, 2025, the Company moved to dismiss the Hialeah Action and the McCollum Action based on the Board's determination.
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.
(10) Net Earnings (Loss) per Share
The basic weighted average shares and common stock equivalents for the three months ended March 31, 2026 and 2025, were computed using the treasury stock method.
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The following table summarizes net earnings (loss) and net earnings (loss) per share attributable to FIS for the three months ended March 31, 2026 and 2025 (in millions, except per share amounts):
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net earnings (loss) attributable to FIS | $ | 2,366 | $ | 77 | |||||||||||||||||||
| Weighted average shares outstanding-basic | 515 | 528 | |||||||||||||||||||||
| Plus: Common stock equivalent shares | 2 | 3 | |||||||||||||||||||||
| Weighted average shares outstanding-diluted | 517 | 531 | |||||||||||||||||||||
| Net earnings (loss) per share-basic attributable to FIS | $ | 4.59 | $ | 0.15 | |||||||||||||||||||
| Net earnings (loss) per share-diluted attributable to FIS | $ | 4.58 | $ | 0.15 |
Options to purchase approximately 4 million and 6 million shares of our common stock during the three months ended March 31, 2026 and 2025, respectively, were not included in the computation of diluted earnings per share because they were anti-dilutive.
In August 2024, the Company's Board of Directors approved a share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock. Repurchases under the program may be made from time to time at management's discretion through open-market purchases, privately negotiated transactions, or pursuant to Rule 10b5-1 plans. The program does not have an expiration date and may be suspended, amended or discontinued at any time. During the quarter ended March 31, 2026, the Company repurchased approximately 0.4 million shares for approximately $30 million. As of March 31, 2026, approximately $1.8 billion remained available for repurchase under the program.
(11) Segment Information
The Company 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.
As a result of the Company's acquisition of the Issuer Solutions Business, the Company reassessed its reportable segments and included the Issuer Solutions Business within the Banking Solutions segment. In connection with this reassessment, the Company also reclassified certain businesses among the Banking Solutions, Capital Market Solutions, and Corporate and Other segments. All prior‑period segment information was recast to conform to the Company's revised reportable segment presentation.
Banking Solutions ("Banking")
The Banking segment is focused on serving financial institutions 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 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 and multi-national corporations with a broad array of buy- and sell-side, treasury, risk management and lending solutions. Clients in this segment include asset managers, private equity firms, sell-side securities brokerage and trading firms, insurers, asset and auto financiers and other commercial organizations. Our solutions include a variety of mission-critical buy- and sell-side applications for recordkeeping, data and analytics, trading and financing as well as corporate treasury and risk management applications. 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
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make, investments in modern platforms, advanced technologies, open APIs, machine learning and AI, 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. 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 impairments, acquisition, integration and transformation-related expenses, and amortization of acquisition-related intangibles, that are not considered when management evaluates revenue-generating segment performance. Our other operating income recorded in connection with the TSA and Global Payments rTSA is also recorded in Corporate and Other. In the Corporate and Other segment, the Company recorded acquisition, integration and other costs comprised of the following (in millions):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 (1) | |||||||||||||||||||||||||
| M&A transaction and integration expenses | $ | 55 | $ | 30 | ||||||||||||||||||||||
| Enterprise transformation initiatives | 93 | 113 | ||||||||||||||||||||||||
| Other | — | 10 | ||||||||||||||||||||||||
| Total (2) | $ | 148 | $ | 153 |
(1)2025 amounts have been reclassified to conform to current-period presentation.
(2)During the three months ended March 31, 2026 and 2025, the Company incurred severance and related termination benefit costs totaling $27 million and $59 million, respectively, related primarily to its enterprise transformation initiatives and made corresponding cash payments of $46 million and $40 million, respectively. These amounts are included in Selling, general, and administrative expenses in the consolidated statements of earnings (loss). These costs are accounted for in accordance with ASC 712, Compensation–Nonretirement Postemployment Benefits. The Company continues to evaluate its organizational structure and expects to incur additional severance costs in the remainder of 2026.
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, who utilizes the measure for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with FASB ASC 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. These excluded costs generally consist of the purchase price amortization of acquired intangible assets, as well as acquisition, integration and certain other costs and asset impairments. After adjusting for the foregoing items, our significant segment expenses consist of the following categories:
-
Direct cost of revenue, which consists primarily of the cost of shipping, equipment, third-party data processing, loyalty program redemptions, printing, and card stock;
-
Net personnel costs, which consist primarily of employee compensation and benefits expense and third-party labor and outsourcing costs, net of capitalized amounts;
-
Infrastructure costs, which consist primarily of software, hardware, facilities and network costs;
-
Allocated costs, which consist primarily of shared infrastructure and related operational personnel costs, as well as leveraged sales personnel costs, that are allocated to Banking and Capital Markets from Corporate and Other according to estimated usage; and
-
Other costs, which consists primarily of the cost of third-party consulting and advisory services, employee travel and training, marketing, insurance, and bad debt, offset by TSA and Global Payments rTSA services income.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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 March 31, 2026 (in millions):
| Capital | |||||||||||||||||||||||||||||
| Banking | Market | Corporate | |||||||||||||||||||||||||||
| Solutions | Solutions | and Other | Total | ||||||||||||||||||||||||||
| Revenue | $ | 2,374 | $ | 823 | $ | 98 | $ | 3,295 | |||||||||||||||||||||
| Direct cost of revenue | (407) | (52) | (18) | (477) | |||||||||||||||||||||||||
| Net personnel costs | (525) | (188) | (365) | (1,078) | |||||||||||||||||||||||||
| Infrastructure costs | (127) | (22) | (177) | (326) | |||||||||||||||||||||||||
| Allocated costs | (209) | (125) | 334 | — | |||||||||||||||||||||||||
| Other costs | (68) | (12) | (30) | (110) | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 1,038 | $ | 424 | $ | (158) | $ | 1,304 | |||||||||||||||||||||
| Adjusted EBITDA | $ | 1,304 | |||||||||||||||||||||||||||
| Depreciation and amortization | (339) | ||||||||||||||||||||||||||||
| Purchase accounting amortization | (290) | ||||||||||||||||||||||||||||
| Acquisition, integration and other costs | (148) | ||||||||||||||||||||||||||||
| Asset impairments | (104) | ||||||||||||||||||||||||||||
| Interest expense, net | (197) | ||||||||||||||||||||||||||||
| Other income (expense), net | 33 | ||||||||||||||||||||||||||||
| (Provision) benefit for income taxes | (106) | ||||||||||||||||||||||||||||
| Equity method investment earnings (loss), net of tax | 2,214 | ||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interest | (1) | ||||||||||||||||||||||||||||
| Net earnings (loss) attributable to FIS | $ | 2,366 | |||||||||||||||||||||||||||
| Capital expenditures (1) | $ | 273 | $ | 151 | $ | — | $ | 424 | |||||||||||||||||||||
| Depreciation and amortization (including purchase accounting amortization) | $ | 362 | $ | 125 | $ | 141 | $ | 628 |
(1) Capital expenditures include $163 million of certain hardware and software purchases subject to financing or other long-term payment arrangements.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the three months ended March 31, 2025 (in millions):
| Capital | |||||||||||||||||||||||||||||
| Banking | Market | Corporate | |||||||||||||||||||||||||||
| Solutions | Solutions | and Other | Total | ||||||||||||||||||||||||||
| Revenue | $ | 1,633 | $ | 787 | $ | 112 | $ | 2,532 | |||||||||||||||||||||
| Direct cost of revenue | (259) | (53) | (18) | (330) | |||||||||||||||||||||||||
| Net personnel costs | (417) | (204) | (336) | (957) | |||||||||||||||||||||||||
| Infrastructure costs | (61) | (22) | (153) | (236) | |||||||||||||||||||||||||
| Allocated costs | (189) | (107) | 296 | — | |||||||||||||||||||||||||
| Other costs | (42) | (8) | (1) | (51) | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 665 | $ | 393 | $ | (100) | $ | 958 | |||||||||||||||||||||
| Adjusted EBITDA | $ | 958 | |||||||||||||||||||||||||||
| Depreciation and amortization | (287) | ||||||||||||||||||||||||||||
| Purchase accounting amortization | (169) | ||||||||||||||||||||||||||||
| Acquisition, integration and other costs | (153) | ||||||||||||||||||||||||||||
| Asset impairments | (2) | ||||||||||||||||||||||||||||
| Interest expense, net | (80) | ||||||||||||||||||||||||||||
| Other income (expense), net | (37) | ||||||||||||||||||||||||||||
| (Provision) benefit for income taxes | (81) | ||||||||||||||||||||||||||||
| Equity method investment earnings (loss) | (71) | ||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interest | (1) | ||||||||||||||||||||||||||||
| Net earnings attributable to FIS | $ | 77 | |||||||||||||||||||||||||||
| Capital expenditures (1) | $ | 182 | $ | 114 | $ | 14 | $ | 310 | |||||||||||||||||||||
| Depreciation and amortization (including purchase accounting amortization) | $ | 162 | $ | 104 | $ | 190 | $ | 456 |
(1) Capital expenditures include $77 million of certain hardware and software purchases subject to financing or other long-term payment arrangements.
Long-term assets, excluding goodwill and other intangible assets, located outside of the U.S. totaled $1,065 million and $857 million as of March 31, 2026, and December 31, 2025, respectively. These assets are predominantly located in the United Kingdom, Ireland, Germany, Australia, India and Sweden.
Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations