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, 2024
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from | to | ||||||||||
Commission File No. 001-16427
_______________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (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 | ||||||||||||
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.
☒ | 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 3, 2024, 556,251,447 shares of the Registrant's Common Stock were outstanding.
FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2024
INDEX
| Page | |||||
Part I: FINANCIAL INFORMATION | |||||
1
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)
| March 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Settlement assets | |||||||||||
Trade receivables, net of allowance for credit losses of $ | |||||||||||
| Other receivables | |||||||||||
| Receivable from related party | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Software, net | |||||||||||
| Equity method investment | |||||||||||
| Other noncurrent assets | |||||||||||
| Deferred contract costs, net | |||||||||||
| Noncurrent assets held for sale | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable, accrued and other liabilities | $ | $ | |||||||||
| Settlement payables | |||||||||||
| Deferred revenue | |||||||||||
| Short-term borrowings | |||||||||||
| Current portion of long-term debt | |||||||||||
| Current liabilities held for sale | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, excluding current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Noncurrent liabilities held for sale | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
| FIS stockholders' equity: | |||||||||||
Preferred stock $ | |||||||||||
Common stock $ | |||||||||||
| Additional paid in capital | |||||||||||
| (Accumulated deficit) retained earnings | ( | ( | |||||||||
| Accumulated other comprehensive earnings (loss) | ( | ( | |||||||||
Treasury stock, $ | ( | ( | |||||||||
| Total FIS stockholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
2
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Loss)
(In millions, except per share amounts)
(Unaudited)
| Three months ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenue | $ | $ | |||||||||
| Cost of revenue | |||||||||||
| Gross profit | |||||||||||
| Selling, general, and administrative expenses | |||||||||||
| Asset impairments | |||||||||||
| Other operating (income) expense, net - related party | ( | ||||||||||
| Operating income (loss) | |||||||||||
| Other income (expense): | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Other income (expense), net | ( | ( | |||||||||
| Total other income (expense), net | ( | ( | |||||||||
| Earnings (loss) before income taxes and equity method investment earnings (loss) | |||||||||||
| Provision (benefit) for income taxes | |||||||||||
| Equity method investment earnings (loss), net of tax | ( | ||||||||||
| Net earnings (loss) from continuing operations | |||||||||||
| Earnings (loss) from discontinued operations, net of tax | |||||||||||
| Net earnings (loss) | |||||||||||
| Net (earnings) loss attributable to noncontrolling interest from continuing operations | ( | ||||||||||
| Net (earnings) loss attributable to noncontrolling interest from discontinued operations | ( | ||||||||||
| Net earnings (loss) attributable to FIS common stockholders | $ | $ | |||||||||
| Net earnings (loss) attributable to FIS: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Total | $ | $ | |||||||||
| Basic earnings (loss) per common share attributable to FIS: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Total | $ | $ | |||||||||
| Diluted earnings (loss) per common share attributable to FIS: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Total | $ | $ | |||||||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
Amounts in table may not sum or calculate due to rounding.
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
3
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(In millions)
(Unaudited)
| Three months ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net earnings (loss) | $ | $ | |||||||||
| Other comprehensive earnings (loss), before tax: | |||||||||||
| Foreign currency translation adjustments | $ | ( | $ | ||||||||
| Change in fair value of net investment hedges | ( | ||||||||||
| Excluded components of fair value hedges | ( | ||||||||||
| Reclassification of foreign currency translation adjustments to net earnings (loss) from discontinued operations | ( | ||||||||||
| Share of equity method investment other comprehensive earnings (loss) | |||||||||||
| Other adjustments | ( | ||||||||||
| Other comprehensive earnings (loss), before tax | ( | ( | |||||||||
| Provision for income tax (expense) benefit related to items of other comprehensive earnings (loss) | ( | ||||||||||
| Other comprehensive earnings (loss), net of tax | ( | ( | |||||||||
| Comprehensive earnings (loss) | |||||||||||
| Net (earnings) loss attributable to noncontrolling interest | ( | ( | |||||||||
| Comprehensive earnings (loss) attributable to FIS common stockholders | $ | $ | |||||||||
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
4
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
Three months ended March 31, 2024 and 2023
(In millions, except per share amounts)
(Unaudited)
| Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| FIS Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of shares | Additional | other | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common | Treasury | Common | paid in | Retained | comprehensive | Treasury | Noncontrolling | Total | |||||||||||||||||||||||||||||||||||||||||||||
| shares | shares | stock | capital | earnings | earnings (loss) | stock | interest (1) | equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2023 | ( | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | ( | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares held for taxes due upon exercise of stock awards | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Sale of Worldpay noncontrolling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings (loss), net of tax | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2024 | ( | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| FIS Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of shares | Additional | other | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common | Treasury | Common | paid in | Retained | comprehensive | Treasury | Noncontrolling | Total | |||||||||||||||||||||||||||||||||||||||||||||
| shares | shares | stock | capital | earnings | earnings (loss) | stock | interest (1) | equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2022 | ( | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares held for taxes due upon exercise of stock awards | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings (loss), net of tax | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2023 | ( | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1)Excludes redeemable noncontrolling interest that is not considered equity.
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
5
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows - (Unaudited)
(In millions)
| Three months ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings (loss) | $ | $ | |||||||||
| Less earnings (loss) from discontinued operations, net of tax | |||||||||||
| Net earnings (loss) from continuing operations | |||||||||||
| Adjustment to reconcile net earnings (loss) from continuing operations to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Asset impairments | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Loss (gain) on sale of businesses, investments and other | |||||||||||
| Stock-based compensation | |||||||||||
| Loss from equity method investment | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Net changes in assets and liabilities, net of effects from acquisitions and foreign currency: | |||||||||||
| Trade and other receivables | |||||||||||
| Receivable from related party | ( | ||||||||||
| Settlement activity | |||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Deferred contract costs | ( | ( | |||||||||
| Deferred revenue | |||||||||||
| Accounts payable, accrued liabilities and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities from continuing operations | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property and equipment | ( | ( | |||||||||
| Additions to software | ( | ( | |||||||||
| Settlement of net investment hedge cross-currency interest rate swaps | ( | ||||||||||
| Net proceeds from sale of businesses and investments | |||||||||||
| Cash divested from sale of business | ( | ||||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Other investing activities, net | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities from continuing operations: | |||||||||||
| Borrowings | |||||||||||
| Repayment of borrowings and other financing obligations | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Net proceeds from stock issued under stock-based compensation plans | |||||||||||
| Treasury stock activity | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Purchase of noncontrolling interest | ( | ||||||||||
| Other financing activities, net | ( | ||||||||||
| Net cash provided by (used in) financing activities from continuing operations | ( | ( | |||||||||
| Discontinued operations | |||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| Net cash provided by (used in) discontinued operations | ( | ||||||||||
| Effect of foreign currency exchange rate changes on cash from continuing operations | ( | ||||||||||
| Effect of foreign currency exchange rate changes on cash from discontinued operations | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.
6
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Unless stated otherwise or the context otherwise requires, all references to "FIS," "we," "our," "us," the "Company" or the "registrant" are to Fidelity National Information Services, Inc., a Georgia corporation, and its subsidiaries.
(1) Basis of Presentation
The unaudited financial information included in this report includes the accounts of FIS and its subsidiaries prepared in accordance with U.S. generally accepted accounting principles and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
On January 31, 2024, the Company completed the previously announced sale ("the Worldpay Sale") of a 55 % equity interest in its Worldpay Merchant Solutions business to private equity funds managed by GTCR, LLC (such funds, the "Buyer"). FIS retains a non-controlling 45 % ownership interest in a new standalone joint venture, Worldpay Holdco, LLC ("Worldpay"), following the closing of the Worldpay Sale. FIS' share of the net income (loss) of Worldpay is reported as equity method investment earnings (loss), net of tax. The net cash proceeds received by FIS, net of estimated closing adjustments and transaction costs, are presented as investing cash flows within continuing operations on the consolidated statement of cash flows. See Note 4 for information regarding the the equity method investment earnings (loss), net of tax, for the the period from February 1 through March 31, 2024.
During the third quarter of fiscal year 2023, the Company analyzed quantitative and qualitative factors relevant to the Worldpay Merchant Solutions disposal group in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 205-20 and determined that the accounting criteria to be classified as held for sale were met, when a definitive purchase agreement was signed. Accordingly, the assets and liabilities of the disposal group are presented separately on the consolidated balance sheets for all periods presented. In addition, the disposition represents a strategic shift that will have a major impact on the Company's operations and financial results. As a result, the operating results of the Worldpay Merchant Solutions business prior to the closing of the Worldpay Sale have been reflected as discontinued operations for all periods presented and as such, have been excluded from continuing operations and segment results.
The Worldpay Merchant Solutions business included the former Merchant Solutions segment in addition to a business previously included in the Corporate and Other segment, which have been reflected as discontinued operations for all periods presented. Accordingly, the Company no longer reports the Merchant Solutions segment; it now reports its financial performance based on the following segments: Banking Solutions ("Banking"), Capital Market Solutions ("Capital Markets") and Corporate and Other. As a result of its ongoing portfolio assessments, the Company reclassified certain non-strategic operations from Banking to Corporate and Other during the quarter ended December 31, 2023. The Company recast all prior-period segment information presented to reflect these reclassifications. See Note 13 for more information regarding our segments.
Certain reclassifications have been made in the 2023 consolidated financial statements to conform to the classifications used in 2024. The consolidated statements of cash flows for the three months ended March 31, 2024, are presented on a continuing operations basis, with summarized cash flows from discontinued operations for operating, investing and financing activities shown separately. The consolidated statement of cash flows for the three months ended March 31, 2023, has been reclassified to conform to the 2024 presentation.
7
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(2) Summary of Significant Accounting Policies
The Company adopted the following new significant accounting policy during the first quarter of 2024. See our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for a complete summary of our significant accounting policies.
Equity Method Investment
The Company reports its investments in unconsolidated entities over whose operating and financial policies the Company has the ability to exercise significant influence, but not control, under the equity method of accounting. Equity method investments are initially recorded at cost and are included in Equity method investment on the consolidated balance sheet. Under this method of accounting, the Company's pro rata share of the investee's earnings or losses is reported in Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss). The Company also reports its investor-level tax impact relating to equity method investments as a component of Equity method investment earnings (loss) in the consolidated statement of earnings (loss). The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Equity method investees are considered related parties of the Company.
(3) Discontinued Operations
Sale of Worldpay Merchant Solutions Business
As discussed in Note 1, the Company completed the Worldpay Sale on January 31, 2024. The results of the Worldpay Merchant Solutions business prior to the completion of the Worldpay Sale have been presented as discontinued operations. The assets and liabilities of our Worldpay Brazil and RealNet subsidiaries, the value of which was included as part of the Worldpay Sale, were not conveyed in the closing and are expected to be transferred as soon as all regulatory approvals have been received. These assets and liabilities continue to be reported as assets held for sale, and their related earnings (loss) are deemed immaterial.
The following table represents a reconciliation of the major components of Earnings (loss) from discontinued operations, net of tax, presented in the consolidated statements of earnings (loss), reflecting activity through January 31, 2024 (the date the Worldpay Sale closed) (in millions). The Company's presentation of earnings (loss) from discontinued operations excludes general corporate overhead costs that were historically allocated to the Worldpay Merchant Solutions business. Additionally, beginning on July 5, 2023, the Company stopped amortization of long-lived assets held for sale in accordance with ASC 360.
| One month | Three months | ||||||||||
| ended | ended | ||||||||||
| January 31, 2024 | March 31, 2023 | ||||||||||
| Major components of earnings (loss) from discontinued operations before income taxes: | |||||||||||
| Revenue | $ | $ | |||||||||
| Cost of revenue | ( | ( | |||||||||
| Selling, general, and administrative expenses | ( | ( | |||||||||
| Interest income (expense), net | |||||||||||
| Other, net | ( | ||||||||||
| Earnings (loss) from discontinued operations related to major components of pretax earnings (loss) | |||||||||||
| Loss on sale of disposal group | ( | ||||||||||
| Earnings (loss) from discontinued operations | ( | ||||||||||
| Provision (benefit) for income taxes | ( | ||||||||||
| Earnings (loss) from discontinued operations, net of tax attributable to FIS | $ | $ | |||||||||
Loss on sale of disposal group of $466 million reflects the impact of the excess of the carrying value of the disposal group over the estimated fair value less cost to sell. The Company recorded a tax benefit of $991 million primarily from the write-off
8
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
of U.S. deferred tax liabilities that were not transferred in the Worldpay Sale, net of the estimated current U.S. tax cost that the Company expects to incur as a result of the Worldpay Sale and which was recorded based on available data and management determinations as of March 31, 2024. Post-closing selling price adjustments and completion of other purchase agreement provisions in connection with the Worldpay Sale could result in further adjustments to the loss on sale amount and the estimated tax impact.
The following table represents the major classes of assets and liabilities of the disposal group classified as held for sale presented in the consolidated balance sheets as of March 31, 2024, and December 31, 2023 (in millions). Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell and are not depreciated or amortized.
| March 31, 2024 | December 31, 2023 | ||||||||||
| Major classes of assets included in discontinued operations: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Settlement assets | |||||||||||
Trade receivables, net of allowance for credit losses of $ | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Software, net | |||||||||||
| Other noncurrent assets | |||||||||||
| Total noncurrent assets | |||||||||||
| Less valuation allowance | ( | ||||||||||
| Total assets of the disposal group classified as held for sale | $ | $ | |||||||||
| Major classes of liabilities included in discontinued operations: | |||||||||||
| Accounts payable, accrued and other liabilities | $ | $ | |||||||||
| Settlement payables (1) | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Total liabilities of the disposal group classified as held for sale | $ | $ | |||||||||
(1)As of March 31, 2024, Settlement payables includes $101 million due to Payrix, a subsidiary of Worldpay, which is a related party.
9
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Settlement Assets
The principal components of the Company's settlement assets of the disposal group are as follows (in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Settlement assets | |||||||||||
| Settlement deposits | $ | $ | |||||||||
| Merchant float | |||||||||||
| Settlement receivables | |||||||||||
| Total Settlement assets | $ | $ | |||||||||
Held-for-sale Disposal Group Measurement
The net assets held for sale as of March 31, 2024, consisting of the net assets of our Worldpay Brazil and RealNet subsidiaries, are recorded at carrying value less cost to sell.
(4) Equity Method Investment
As discussed in Note 1, the Company completed the Worldpay Sale on January 31, 2024, retaining a non-controlling ownership interest in Worldpay. We account for our remaining minority ownership in Worldpay using the equity method of accounting. As of March 31, 2024, we own 45 % of Worldpay. This investment is reflected in Equity method investment on our March 31, 2024, consolidated balance sheet. During the two-month period from February 1 through March 31, 2024, our share of the net income of Worldpay and our investor-level tax impact is reported as Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss).
Summary Worldpay financial information is as follows (in millions):
| Two months ended March 31, 2024 | |||||
| Revenue | $ | ||||
| Gross profit | $ | ||||
| Earnings (loss) before income taxes | $ | ( | |||
| Net earnings (loss) attributable to Worldpay | $ | ( | |||
| FIS share of net earnings (loss) attributable to Worldpay, net of tax (1) | $ | ( | |||
(1)This amount is net of $23 million of investor-level tax benefit.
Continuing Involvement with Discontinued Operations and Related-Party Transactions
In connection with the closing of the Worldpay Sale, the Company entered into a limited liability company operating agreement (the "LLCA") with respect to Worldpay, and a registration rights agreement with respect to the Company's retained equity interest in Worldpay. The LLCA provides that FIS has the right to appoint a minority of the board of managers of Worldpay and that FIS has customary consent and consultation rights with respect to certain material actions of Worldpay, in each case, subject to ownership stepdown thresholds. The LLCA contains, among other things, covenants and restrictions relating to other governance, liquidity and tax matters, including non-solicitation and noncompetition covenants, distribution mechanics, preemptive rights and follow-on equity funding commitments of the Buyer, and restrictions on transfer and associated tag-along and drag-along rights. Each of FIS and the Buyer will have the right to require Worldpay to consummate an initial public offering ("IPO") or sale transaction after the fourth anniversary of the closing, subject to certain return hurdles and (in the case of an IPO) public float requirements, which requirements will fall away following the sixth anniversary of the closing.
10
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
We have continuing involvement with Worldpay, primarily through our remaining interest, an employee leasing agreement ("ELA"), a transition services agreement ("TSA"), and various other commercial agreements. Under the terms of the ELA, the Company is leasing certain employees to Worldpay in the United States, China, Colombia and South Korea for up to five months after the closing. The compensation and benefit costs paid by the Company for the leased employees are billed to and reimbursed by Worldpay. Under the terms of the TSA, the Company is procuring certain third-party services on behalf of Worldpay and providing technology infrastructure, risk and security, accounting and various other corporate services to Worldpay for a period of up to 24 months after the closing, subject to a six-month extension, and Worldpay is providing various corporate services to the Company, allowing it to maintain access to certain resources transferred in the Worldpay Sale.
Pass-through costs under the ELA and third-party pass-through costs under the TSA of $115 million and $57 million, respectively, were incurred during the two-month period from February 1 through March 31, 2024, and netted against the equal and offsetting reimbursement amounts due from Worldpay. Additionally, during the two-month period from February 1 through March 31, 2024, net TSA services income of $33 million was recognized in Other operating (income) expense, net - related party, and the corresponding expense was recognized in Selling, general and administrative expense in the consolidated statement of earnings (loss). Income earned during the two-month period from February 1 through March 31, 2024, from various commercial services provided to Worldpay is not considered material to the Company's consolidated financial statements.
For the two-month period from February 1 through March 31, 2024, we collected net cash of $136 million related to the ELA, TSA and commercial agreements with Worldpay. As of March 31, 2024, we recorded a receivable of $153 million in Receivable from related party on the consolidated balance sheet in connection with the ELA, TSA and commercial agreements. Under the ELA, amounts are generally invoiced to Worldpay on the 15th of each month for the preceding and subsequent payroll periods and are payable by wire transfer within 10 days. $48 million included in our related-party receivable as of March 31, 2024, are offset by an equal amount of accrued employee-related liabilities recorded in Accounts payable, accrued and other liabilities on the consolidated balance sheet. Upon termination of the ELA, the amount of the accrued employee-related liabilities as of the date of termination will be assumed by Worldpay in satisfaction of the corresponding receivable. Under the TSA and commercial agreements, amounts are generally invoiced monthly in arrears and are payable by electronic transfer within 30 days of invoice. As of March 31, 2024, we recorded a settlement payable of $101 million in Current assets held for sale on the consolidated balance sheet for amounts to be settled from our RealNet subsidiary to Payrix, a subsidiary of Worldpay. The settlement payable by RealNet to Payrix is generally paid to Payrix's submerchants on behalf of Payrix via ACH within five business days according to payment instructions provided by Payrix. As of March 31, 2024, we also recorded other payables to Worldpay of $43 million in Accounts payable, accrued and other liabilities on the consolidated balance sheet. These amounts are generally payable within 30 days.
(5) Virtus Acquisition
(6) Revenue
As a result of our ongoing portfolio assessments, the Company reclassified certain non-strategic operations from Banking to Corporate and Other during the quarter ended December 31, 2023. The Company recast all prior-period segment information presented to reflect these reclassifications.
Disaggregation of Revenue
In the following tables, revenue is disaggregated by primary geographical market and type of revenue. The tables also include a reconciliation of the disaggregated revenue with the Company's reportable segments.
11
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the three months ended March 31, 2024 (in millions):
| Capital | ||||||||||||||||||||||||||
| Banking | Market | Corporate | ||||||||||||||||||||||||
| Solutions | Solutions | and Other | Total | |||||||||||||||||||||||
| Primary Geographical Markets: | ||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||||||||||||
| All others | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Type of Revenue: | ||||||||||||||||||||||||||
| Recurring revenue: | ||||||||||||||||||||||||||
| Transaction processing and services | $ | $ | $ | $ | ||||||||||||||||||||||
| Software maintenance | ||||||||||||||||||||||||||
| Other recurring | ||||||||||||||||||||||||||
| Total recurring | ||||||||||||||||||||||||||
| Software license | ||||||||||||||||||||||||||
| Professional services | ||||||||||||||||||||||||||
| Other non-recurring fees | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
For the three months ended March 31, 2023 (in millions):
| Capital | ||||||||||||||||||||||||||
| Banking | Market | Corporate | ||||||||||||||||||||||||
| Solutions | Solutions | and Other | Total | |||||||||||||||||||||||
| Primary Geographical Markets: | ||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||||||||||||
| All others | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Type of Revenue: | ||||||||||||||||||||||||||
| Recurring revenue: | ||||||||||||||||||||||||||
| Transaction processing and services | $ | $ | $ | $ | ||||||||||||||||||||||
| Software maintenance | ||||||||||||||||||||||||||
| Other recurring | ||||||||||||||||||||||||||
| Total recurring | ||||||||||||||||||||||||||
| Software license | ||||||||||||||||||||||||||
| Professional services | ||||||||||||||||||||||||||
| Other non-recurring fees (1) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(1) December 31, 2023, was the final deadline for states to complete all benefit issuance under federally funded pandemic relief programs. Accordingly, revenue associated with services the Company provided related to these programs has been classified as Other non-recurring commencing in the
12
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
fourth quarter of 2023, and related prior-period amounts have been reclassified from Transaction processing and services to Other non-recurring for comparability. Revenue associated with services the Company provided related to these programs was $38 million for the three months ended March 31, 2023.
Contract Balances
The Company recognized revenue of $325 million and $314 million during the three months ended March 31, 2024 and 2023, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods.
Transaction Price Allocated to the Remaining Performance Obligations
As of March 31, 2024, approximately $22.5 billion of revenue is estimated to be recognized in the future primarily from the Banking Solutions and Capital Market Solutions segments' remaining unfulfilled performance obligations, which are primarily comprised of recurring account- and volume-based processing services. This excludes the amount of anticipated recurring renewals not yet contractually obligated. The Company expects to recognize approximately 31 % of the Banking Solutions and Capital Market Solutions segments' remaining performance obligations over the next 12 months, approximately another 23 % over the next 13 to 24 months, and the balance thereafter.
(7) Condensed Consolidated Financial Statement Details
Cash and Cash Equivalents
The Company records restricted cash in captions other than Cash and cash equivalents in the consolidated balance sheets. The reconciliation between Cash and cash equivalents in the consolidated balance sheets and Cash, cash equivalents and restricted cash per the consolidated statements of cash flows is as follows (in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Cash and cash equivalents on the consolidated balance sheets | $ | $ | |||||||||
| Merchant float from discontinued operations included in current assets held for sale | |||||||||||
| Cash from discontinued operations included in current assets held for sale | |||||||||||
| Total Cash, cash equivalents and restricted cash per the consolidated statements of cash flows | $ | $ | |||||||||
Settlement Assets
The principal components of the Company's settlement assets on the consolidated balance sheets are as follows (in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Settlement assets | |||||||||||
| Settlement deposits | $ | $ | |||||||||
| Settlement receivables | |||||||||||
| Total Settlement assets | $ | $ | |||||||||
13
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Intangible Assets, Software and Property and Equipment
The following table provides details of Intangible assets, Software and Property and equipment as of March 31, 2024, and December 31, 2023 (in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Cost | Accumulated depreciation and amortization | Net | Cost | Accumulated depreciation and amortization | Net | ||||||||||||||||||||||||||||||
| Intangible assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Software | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Property and equipment | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
As of March 31, 2024, Intangible assets, net of amortization, includes $1.6 billion of customer relationships and $82 million of trademarks and other intangible assets. Amortization expense with respect to Intangible assets was $160 million and $171 million for the three months ended March 31, 2024 and 2023, respectively.
Depreciation expense for property and equipment was $44 million and $42 million for the three months ended March 31, 2024 and 2023, respectively.
Amortization expense with respect to software was $142 million and $152 million for the three months ended March 31, 2024 and 2023, respectively
For the three months ended March 31, 2024 and 2023, Software includes $11 million and $0 , respectively, of impairment primarily related to the termination of certain internally developed software projects.
Goodwill
Changes in goodwill during the three months ended March 31, 2024, are summarized below (in millions).
| Capital | Corporate | ||||||||||||||||||||||
| Banking | Market | And | |||||||||||||||||||||
| Solutions | Solutions | Other | Total | ||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Goodwill attributable to acquisitions | |||||||||||||||||||||||
| Foreign currency adjustments | ( | ( | ( | ||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
We assess goodwill for impairment on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment. We evaluated if events and circumstances as of March 31, 2024, indicated potential impairment of our reporting units.
For our Banking and Capital Markets reporting units, we performed a qualitative assessment by examining factors most likely to affect our reporting units' fair values. The factors examined involve use of management judgment and included, among others, (1) forecast revenue, growth rates, operating margins, and capital expenditures used to calculate estimated future cash flows, (2) future economic and market conditions and (3) FIS' market capitalization. Based on our interim impairment assessment as of March 31, 2024, we concluded that it remained more likely than not that the fair value continues to exceed the carrying amount for each of these reporting units; therefore, goodwill was not impaired. Given the substantial excess of fair value over carrying amounts, we believe the likelihood of obtaining materially different results based on a change of assumptions to be low.
14
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Equity Security Investments
The Company holds various equity securities without readily determinable fair values that primarily represent strategic investments made by the Company, as well as investments obtained through acquisitions. Such investments totaled $199 million and $195 million at March 31, 2024, and December 31, 2023, respectively, and are included within Other noncurrent assets on the consolidated balance sheets. The Company accounts for these investments at cost, less impairment, and adjusts the carrying values for observable price changes from orderly transactions for identical or similar investments of the same issuer. These adjustments are generally considered Level 2-type fair value measurements. The Company records realized and unrealized gains and losses on these investments, as well as impairment losses, as Other income (expense), net on the consolidated statements of earnings (loss) and recorded net gains (losses) of $(1 ) million and $(2 ) million for the three months ended March 31, 2024 and 2023, respectively, related to these investments.
Accounts Payable, Accrued and Other Liabilities
Accounts payable, accrued and other liabilities as of March 31, 2024 and December 31, 2023, consisted of the following (in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Trade accounts payable | $ | $ | |||||||||
| Accrued salaries and incentives | |||||||||||
| Accrued benefits and payroll taxes | |||||||||||
| Income taxes payables | |||||||||||
| Taxes payable, other than income taxes | |||||||||||
| Accrued interest payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Related-party payables | |||||||||||
| Other accrued liabilities | |||||||||||
| Total Accounts payable, accrued and other liabilities | $ | $ | |||||||||
(8) Deferred Contract Costs
Origination and fulfillment costs from contracts with customers capitalized as of March 31, 2024, and December 31, 2023, consisted of the following (in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Contract costs on implementations in progress | $ | $ | |||||||||
| Contract origination costs on completed implementations, net | |||||||||||
| Contract fulfillment costs on completed implementations, net | |||||||||||
| Total Deferred contract costs, net | $ | $ | |||||||||
Amortization of deferred contract costs on completed implementations was $83 million and $83 million during the three months ended March 31, 2024 and 2023, respectively.
15
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(9) Debt
Long-term debt as of March 31, 2024, and December 31, 2023, consisted of the following (in millions):
| March 31, 2024 | ||||||||||||||||||||||||||||||||
| Weighted | ||||||||||||||||||||||||||||||||
| Average | ||||||||||||||||||||||||||||||||
| Interest | Interest | March 31, | December 31, | |||||||||||||||||||||||||||||
| Rates | Rate (1) | Maturities | 2024 | 2023 | ||||||||||||||||||||||||||||
| Fixed Rate Notes | ||||||||||||||||||||||||||||||||
| Senior USD Notes | 2025 - 2052 | $ | $ | |||||||||||||||||||||||||||||
| Senior Euro Notes | 2024 - 2039 | |||||||||||||||||||||||||||||||
| Senior GBP Notes | 2029 - 2031 | |||||||||||||||||||||||||||||||
| Revolving Credit Facility (2) | 2026 | |||||||||||||||||||||||||||||||
| Financing obligations for certain hardware and software | 2024 - 2026 | |||||||||||||||||||||||||||||||
| Other (3) | ( | ( | ||||||||||||||||||||||||||||||
| Total long-term debt, including current portion | ||||||||||||||||||||||||||||||||
| Current portion of long-term debt | ( | ( | ||||||||||||||||||||||||||||||
| Long-term debt, excluding current portion | $ | $ | ||||||||||||||||||||||||||||||
(1)The weighted average interest rate includes the impact of the fair value basis adjustments due to interest rate swaps and the impact of cross-currency interest rate swaps designated as fair value hedges and excludes the impact of cross-currency interest rate swaps designated as net investment hedges (see Note 10). The impact of the included fair value basis adjustments and cross-currency interest rate swaps in certain cases results in an effective weighted average interest rate being outside the stated interest rate range on the fixed rate notes.
(2)Interest on the Revolving Credit Facility is generally payable at Secured Overnight Financing Rate ("SOFR") plus a margin of up to 0.428 % dependent on tenor, plus an applicable margin of up to 1.625 % and an unused commitment fee of up to 0.225 %, each based upon the Company's corporate credit ratings. The weighted average interest rate on the Revolving Credit Facility excludes fees.
(3)Other includes the amount of fair value basis adjustments due to interest rate swaps (see further discussion below in Note 10), unamortized debt issuance costs and unamortized non-cash bond discounts.
Short-term borrowings as of March 31, 2024, and December 31, 2023, consisted of the following (in millions):
| March 31, 2024 | ||||||||||||||||||||||||||
| Weighted | ||||||||||||||||||||||||||
| Average | ||||||||||||||||||||||||||
| Interest | March 31, | December 31, | ||||||||||||||||||||||||
| Rate | Maturities | 2024 | 2023 | |||||||||||||||||||||||
| Euro-commercial paper notes ("ECP Notes") | % | Up to | $ | $ | ||||||||||||||||||||||
| U.S. commercial paper notes ("USCP Notes") | % | Up to | ||||||||||||||||||||||||
| Total Short-term borrowings | $ | $ | ||||||||||||||||||||||||
The Company is a party to interest rate swaps that, prior to de-designation as fair value hedges during the quarter ended September 30, 2023, converted a portion of its fixed-rate debt to variable-rate debt. As a result of the de-designations, the final fair value basis adjustments recorded through the dates of de-designation as a decrease of the long-term debt are subsequently amortized as interest expense using the effective interest method over the remaining periods to maturity of the respective long-term debt. The fair value basis adjustments reflected in Other in the long-term debt table above totaled $(259 ) million and $(594 ) million as of March 31, 2024, and December 31, 2023, respectively.
The Company is also party to fixed-for-fixed cross-currency interest rate swaps under which it agrees to receive interest in foreign currency in exchange for paying interest in U.S. dollars. These are designated as fair value hedges.
The Company has also entered into cross-currency interest rate swaps under which it agrees to receive interest in U.S. dollars in exchange for paying interest in a foreign currency. These are designated as net investment hedges. Although these cross-currency interest rate swaps are entered into as net investment hedges of its investments in certain of its non-U.S.
16
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
subsidiaries, and not for the purpose of hedging interest rates, the benefit or cost of such hedges is reflected in interest expense in the consolidated statement of earnings (loss). As of March 31, 2024, the weighted average interest rate of the Company's outstanding debt was 3.8 %, including the impact of fair value basis adjustments due to interest rate swaps and cross-currency interest rate swaps designated as fair value hedges but excluding the impact of cross-currency interest rate swaps designated as net investment hedges. Including the impact of the net investment hedge cross-currency interest rate swaps on interest expense, the weighted average interest rate of the Company's outstanding debt was 2.9 %.
See Note 10 for further discussion of the Company's interest rate swaps and cross-currency interest rate swaps and related hedge designations.
| Total | ||||||||
| 2024 | $ | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total principal payments | ||||||||
| Other debt per the long-term debt table | ( | |||||||
| Total long-term debt, including current portion | $ | |||||||
There are no mandatory principal payments on the Revolving Credit Facility, and any balance outstanding on the Revolving Credit Facility will be due and payable at the Revolving Credit Facility's maturity date, which occurs on March 2, 2026.
Senior Notes
In March 2024, pursuant to cash tender offers, FIS purchased and redeemed an aggregate principal amount of $1.5 billion in Senior USD Notes and an aggregate principal amount of £1.0 billion in Senior GBP Notes, with interest rates ranging from 2.25 % to 5.625 % and maturities ranging from 2025 to 2052, resulting in a loss on extinguishment of debt of approximately $174 million, recorded in Other income (expense), net on the consolidated statement of earnings (loss), relating to tender discounts and fees; the write-off of unamortized bond discounts, debt issuance costs and fair value basis adjustments; and gains on related derivative instruments. The Company funded the purchase and redemption of the Senior Notes using a portion of the net proceeds from the Worldpay Sale.
On March 1, 2024, FIS repaid an aggregate principal amount of $750 million in Senior USD Notes, on their due date, pursuant to the related indenture.
On May 21, 2023, FIS repaid an aggregate principal amount of €1.3 billion in Senior Euro Notes, on their due date, pursuant to the related indenture.
On March 1, 2023, FIS repaid an aggregate principal amount of $750 million in Senior USD Notes, on their due date, pursuant to the related indenture.
Commercial Paper
During the quarter ended March 31, 2024, the Company repaid its ECP Notes and USCP Notes using a portion of the net proceeds from the Worldpay Sale. The Company continues to maintain its ECP and USCP programs.
17
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Revolving Credit Facility
In March 2024, the Company provided notice to the administrative agent of its Revolving Credit Facility of its desire to reduce the borrowing capacity on its Revolving Credit Facility from $5.5 billion to $4.5 billion, pursuant to the terms thereof. As of March 31, 2024, the borrowing capacity under the Revolving Credit Facility was $4.5 billion.
Fair Value of Debt
The fair value of the Company's long-term debt is estimated to be approximately $994 million and $1,086 million lower than the carrying value, excluding the fair value basis adjustments due to interest rate swaps and unamortized discounts, as of March 31, 2024, and December 31, 2023, respectively.
(10) Financial Instruments
Fair Value Hedges
The Company held fixed-to variable interest rate swaps with aggregate notional amounts of $1,854 925 500 316 million of unamortized fair value basis adjustments recorded as decrease of the long-term debt tendered was written-off and recorded as part of the loss on extinguishment of debt (see Note 9). At March 31, 2024, the remaining unamortized fair value basis adjustments recorded as a decrease of the long-term debt totaled $259 million, with $19 million amortized as Interest expense for the three months ending March 31, 2024 (see Note 9). At December 31, 2023, the unamortized fair value basis adjustments recorded as a decrease of the long-term debt totaled $594 million.
Concurrently with the de-designations described above, the Company entered into new offsetting variable-to-fixed interest rate swaps with aggregate notional amounts of $1,854 million, £925 million and €500 million. The Company accounts for the de-designated fixed-to-variable and offsetting variable-to-fixed interest rate swaps as economic hedges; as such, effective as of the de-designation dates, changes in interest rates associated with the variable leg of the interest rate swaps do not affect the interest expense recognized, eliminating variable-rate risk on the fixed-to-variable interest rate swaps. The terms of the new interest rate swaps when matched against the terms of the existing fixed-to-variable interest rate swaps result in a net fixed coupon spread payable by the Company. The impact of the go-forward changes in fair values of the new and existing interest rate swaps, including the impact of the coupons, is recorded as Other income (expense), net pursuant to accounting for economic hedges and totaled $4 million for the three months ended March 31, 2024. The coupon payments are recorded within Other investing activities, net on the consolidated statements of cash flows and totaled $22 million cash outflows for the three months ended March 31, 2024. The new and existing interest rate swap fair values totaled assets of $13 million and $12 million and liabilities of $(649 ) million and $(675 ) million as of March 31, 2024 and December 31, 2023, respectively.
During the quarter ended September 30, 2023, the Company entered into an aggregate notional amount of €3,375 million fixed-for-fixed cross-currency interest rate swaps to hedge its exposure to foreign currency risk associated with its Senior Euro Notes. During the quarter ended June 30, 2023, the Company entered into an aggregate notional amount of £925 million fixed-for-fixed cross-currency interest rate swaps to hedge its exposure to foreign currency risk associated with its Senior GBP Notes. These swaps are designated as fair value hedges for accounting purposes. During March 2024, the Company partially terminated certain fixed-for-fixed cross-currency interest rate swaps that were hedging foreign currency risk associated with its Senior GBP Notes that were partially tendered (see Note 9). After such partial termination, there remained an aggregate notional amount of approximately £170 million in fixed-for-fixed cross-currency interest rate swaps that hedge the Company's exposure to foreign currency risk associated with its Senior GBP Notes. The fair value of these swaps was a net asset of $28 million and $134 million recorded at March 31, 2024 and December 31, 2023, respectively. Changes in the swap fair values attributable to changes in spot foreign currency exchange rates are recorded in Other income (expense), net and totaled $(87 ) million for the three months ended March 31, 2024. 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
18
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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") and totaled $68 million for the three months ended March 31, 2024. The amounts recorded in AOCI generally affect net earnings (loss) through Interest expense using the amortization approach. For the three months ended March 31, 2024, $12 million was recognized as Interest expense using the amortization approach. As a result of the partial terminations during March 2024, the Company received $33 million in net proceeds recorded within Other financing activities, net on the consolidated statement of cash flows and recorded a $19 million reduction to the loss on extinguishment of debt due to reclassifying the amount of AOCI related to the partially terminated hedges into earnings (see Note 9).
Net Investment Hedges
The purpose of the Company's net investment hedges, as discussed below, is to reduce the volatility of FIS' net investment value in its Euro- and Pound Sterling-denominated operations due to changes in foreign currency exchange rates. Changes in fair value due to remeasurement of the effective portion are recorded as a component of AOCI for net investment hedges. The amounts included in AOCI for the net investment hedges will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. Any ineffective portion of these hedging instruments impacts net earnings when the ineffectiveness occurs. The Company assesses effectiveness of cross-currency interest rate swap hedging instruments using the spot method. Under this method, the periodic interest settlements are recorded directly in earnings through Interest expense (see Note 9).
The Company recorded net investment hedge aggregate gain (loss) for the change in fair value and related income tax (expense) benefit within Other comprehensive earnings (loss), net of tax, on the consolidated statements of comprehensive earnings (loss) for its designated net investment hedges as follows (in millions). No ineffectiveness has been recorded on the net investment hedges.
| Three months ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Foreign currency-denominated debt designations | $ | $ | ( | |||||||||||
| Cross-currency interest rate swap designations | ( | |||||||||||||
| Total | $ | $ | ( | |||||||||||
Foreign Currency-Denominated Debt Designations
The Company has designated certain foreign currency-denominated debt as net investment hedges of its investment in Euro-denominated operations. An aggregate of €1,115 million of Senior Euro Notes with maturities ranging from 2024 to 2025 was designated as a net investment hedge of the Company's investment in Euro-denominated operations as of both March 31, 2024, and December 31, 2023. An aggregate of €419 million of ECP Notes was also designated as a net investment hedge of the Company's investment in Euro-denominated operations as of December 31, 2023.
The Company held €1,500 million aggregate notional amount of foreign currency forward contracts as of December 31, 2023, to economically hedge its exposure to foreign currency risk associated with ECP Notes that were previously de-designated as net investment hedges. The foreign currency forward contract fair values totaled a net asset of $41 million at December 31, 2023. Upon maturity of the forward contracts on January 31, 2024, the Company received $13 million in net proceeds recorded within Other financing activities, net on the consolidated statement of cash flows. The change in fair value of the foreign currency forward contracts is recorded as Other income (expense), net pursuant to accounting for economic hedges and offsets the impact of the change in spot foreign currency exchange rates on the de-designated ECP Notes, which is also recorded as Other income (expense), net.
19
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Cross-Currency Interest Rate Swap Designations
The Company holds cross-currency interest rate swaps designated as net investment hedges of its investment in Euro- and Pound Sterling-denominated operations. As a result of the Worldpay Sale, the Company terminated its outstanding cross-currency interest rate swaps designated as net investment hedges of its investment in Pound Sterling-denominated operations on January 31, 2024.
As of March 31, 2024, and December 31, 2023, aggregate notional amounts of €6,143 million and €6,143 million, respectively, were designated as net investment hedges of the Company's investment in Euro-denominated operations and aggregate notional amounts of £0 and £2,180 million, respectively, were designated as net investment hedges of the Company's Pound Sterling-denominated operations.
The cross-currency interest rate swap fair values totaled assets of $38 million and $38 million and liabilities of $(116 ) million and $(240 ) million at March 31, 2024, and December 31, 2023, respectively.
During the three months ended March 31, 2024 and 2023, the Company (paid) received net proceeds of approximately $5 million and $(10 ) million, respectively, for the fair values of the cross-currency interest rate swaps as of the settlement dates. The proceeds were recorded within investing activities on the consolidated statements of cash flows.
(11) Commitments and Contingencies
Securities and Shareholder Matters
On March 6, 2023, a putative class action was filed in the United States District Court for the Middle District of Florida by a shareholder of the Company. The action was consolidated with another action and the consolidated case is now captioned In re Fidelity National Information Services, Inc. Securities Litigation. A lead plaintiff has been appointed, and a consolidated amended complaint was filed on August 2, 2023. The consolidated amended complaint names the Company and certain of its current and former officers as defendants and seeks damages for alleged violations of federal securities laws in connection with our disclosures relating to our former Merchant Solutions segment, including with respect to its valuation, integration, and synergies. Defendants filed a motion to dismiss the consolidated amended complaint with prejudice on September 22, 2023. We intend to vigorously defend this case, but no assurance can be given as to the ultimate outcome.
On April 27, 2023, a shareholder derivative action captioned Portia McCollum, derivatively on behalf of Fidelity National Information Services, Inc. v. Gary Norcross et al., was filed in the same court by a stockholder of the Company. Plaintiff 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 a third stockholder, City of Southfield Fire and Police Retirement System, also subsequently sent a similar demand (the "Southfield Demand"). The demands claim that FIS officers and directors violated federal securities laws and breached fiduciary duties, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment, and they demand that the Board investigate and commence legal proceedings against officers and directors in connection with the purported wrongdoing. On August 25, 2023, the Board established a Demand Review Committee to consider the McCollum and Hialeah Demands and any related demands that are received (such as the Southfield Demand), and make recommendations to the Board with respect to the demands. The Demand Review Committee has hired independent counsel. The Board has made no final decision with respect to the demands and has not rejected the demands.
On October 18, 2023, a shareholder derivative action captioned City of Hialeah Employees' Retirement System v. Stephanie L. Ferris et al. was filed in the same court by one of the stockholders that previously had sent a demand. The complaint, which names certain of the Company's current and former officers and directors as defendants (the "Individual Defendants"), seeks to assert claims on behalf of the Company for violations of federal securities laws, breach of fiduciary duty, unjust enrichment, and contribution and indemnification, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment. On March 29, 2024, the Company and the Individual Defendants filed a motion to stay or dismiss the action without prejudice pending the completion of the Board's consideration of the demands, and the Individual Defendants concurrently filed a separate motion to dismiss.
20
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Brazilian Tax Authorities Claims
In 2004, Proservvi Empreendimentos e Servicos, Ltda., the predecessor to Fidelity National Servicos de Tratamento de Documentos e Informatica Ltda. ("Servicos"), a subsidiary of Fidelity National Participacoes Ltda., our former item processing and remittance services operation in Brazil, acquired certain assets and employees and leased certain facilities from the Transpev Group ("Transpev") in Brazil. Transpev's remaining assets were later acquired by Prosegur, an unrelated third party. When Transpev discontinued its operations after the asset sale to Prosegur, it had unpaid federal taxes and social contributions owing to the Brazilian tax authorities. The Brazilian tax authorities brought a claim against Transpev and, beginning in 2012, brought claims against Prosegur and Servicos on the grounds that Prosegur and Servicos were successors in interest to Transpev. To date, the Brazilian tax authorities have filed 18 claims against Servicos, of which 16 are still active, asserting potential tax liabilities of approximately $13 million. There are potentially 20 additional claims against Transpev/Prosegur for which Servicos is named as a co-defendant or may be named but for which Servicos has not yet been served. These additional claims amount to approximately $32 million, making the total potential exposure for all 36 claims approximately $45 million. We do not believe a liability for these 36 total claims is probable and, therefore, have not recorded a liability for any of these claims.
Indemnifications and Warranties
The Company generally indemnifies its clients, subject to certain limitations and exceptions, against damages and costs resulting from claims of patent, copyright, or trademark infringement associated solely with its customers' use of the Company's solutions. Historically, the Company has not made any material payments under such indemnifications but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, in which case it would recognize any such losses when they are estimable. In addition, the Company warrants to customers that its software operates substantially in accordance with the software specifications. Historically, no material costs have been incurred related to software warranties, and no accruals for warranty costs have been made.
(12) Net Earnings (Loss) per Share
The basic weighted average shares and common stock equivalents for the three months ended March 31, 2024 and 2023, were computed using the treasury stock method.
The following table summarizes net earnings and net earnings per share attributable to FIS common stockholders for the three months ended March 31, 2024 and 2023 (in millions, except per share amounts):
| Three months ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net earnings (loss) from continuing operations attributable to FIS common stockholders | $ | $ | |||||||||
| Net earnings (loss) from discontinued operations attributable to FIS common stockholders | |||||||||||
| Net earnings (loss) attributable to FIS common stockholders | $ | $ | |||||||||
| Weighted average shares outstanding-basic | |||||||||||
| Plus: Common stock equivalent shares | |||||||||||
| Weighted average shares outstanding-diluted | |||||||||||
| Net earnings (loss) per share-basic from continuing operations attributable to FIS common stockholders | $ | $ | |||||||||
| Net earnings (loss) per share-basic from discontinued operations attributable to FIS common stockholders | |||||||||||
| Net earnings (loss) per share-basic attributable to FIS common stockholders | $ | $ | |||||||||
| Net earnings (loss) per share-diluted from continuing operations attributable to FIS common stockholders | $ | $ | |||||||||
| Net earnings (loss) per share-diluted from discontinued operations attributable to FIS common stockholders | |||||||||||
| Net earnings (loss) per share-diluted attributable to FIS common stockholders | $ | $ | |||||||||
21
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
During the three months ended March 31, 2024 and 2023, options to purchase approximately 8 million and 9 million shares, respectively, of our common stock were not included in the computation of diluted earnings per share because they were anti-dilutive.
In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. The repurchase program has no expiration date and may be suspended for periods, amended or discontinued at any time. Approximately 34 million shares remained available for repurchase as of March 31, 2024.
(13) Segment Information
As described in Note 1, effective as of the third quarter of 2023, the Company no longer reports the Merchant Solutions segment; it now reports its financial performance based on the following segments: Banking Solutions, Capital Market Solutions and Corporate and Other. Below is a summary of each segment.
Banking Solutions ("Banking")
The Banking segment is focused on serving financial institutions of all sizes with core processing software, transaction processing software and complementary applications and services, many of which interact directly with core processing software. We sell these solutions on either a bundled or stand-alone basis. Clients in this segment include global financial institutions, U.S. regional and community banks, credit unions and commercial lenders, as well as government institutions and other commercial organizations. We provide our clients integrated solutions characterized by multi-year processing contracts that generate recurring revenue. The predictable nature of cash flows generated from the Banking segment provides opportunities for further investments in innovation, integration, information and security, and compliance in a cost-effective manner.
Capital Market Solutions ("Capital Markets")
The Capital Markets segment is focused on serving global financial services clients with a broad array of buy- and sell-side solutions. Clients in this segment include asset managers, buy- and sell-side securities brokerage and trading firms, insurers, private equity firms, and other commercial organizations. Our buy- and sell-side solutions include a variety of mission-critical applications for recordkeeping, data and analytics, trading, financing and risk management. Capital Markets clients purchase our solutions in various ways including licensing and managing technology "in-house," using consulting and third-party service providers, as well as procuring fully outsourced end-to-end solutions. Our long-established relationships with many of these financial and commercial institutions generate significant recurring revenue. We have made, and continue to make, investments in modern platforms, advanced technologies, open APIs, machine learning and artificial intelligence, and regulatory technology to support our Capital Markets clients.
Corporate and Other
The Corporate and Other segment consists of corporate overhead expense, certain leveraged functions and miscellaneous expenses that are not included in the operating segments, as well as certain non-strategic businesses that we plan to wind down or sell. Our other operating income recorded in connection with the TSA is also recorded in Corporate and Other. The overhead and leveraged costs relate to corporate marketing, finance, accounting, human resources, legal, compliance and internal audit functions, as well as other costs, such as acquisition, integration and transformation-related expenses, and amortization of acquisition-related intangibles that are not considered when management evaluates revenue-generating segment performance.
22
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Acquisition and integration | $ | $ | ||||||||||||
| Enterprise transformation, including Future Forward and platform modernization | ||||||||||||||
| Severance and other termination expenses | ||||||||||||||
| Separation of the Worldpay Merchant Solutions business | ||||||||||||||
| Incremental stock compensation directly attributable to specific programs | ||||||||||||||
| Other, including divestiture-related expenses and enterprise cost control and other initiatives | ||||||||||||||
| Total acquisition, integration and other costs | $ | $ | ||||||||||||
Amounts in table may not sum due to rounding.
Other costs in Corporate and Other also include incremental amortization expense associated with shortened estimated useful lives and accelerated amortization methods for certain software and deferred contract cost assets resulting from the Company's platform modernization, impairment charges described in Note 7 and costs that were previously incurred in support of the Worldpay Merchant Solutions business but are not directly attributable to it and thus were not recorded in discontinued operations.
Adjusted EBITDA
Adjusted EBITDA is a measure of segment profit or loss that is reported to the chief operating decision maker, the Company's Chief Executive Officer and President, for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with FASB ASC Topic 280, Segment Reporting. Adjusted EBITDA is defined as net earnings (loss) before net interest expense, net other income (expense), income tax provision (benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs and other transactions that management deems non-operational in nature or that otherwise improve the comparability of operating results across reporting periods by their exclusion. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. The items affecting the segment profit measure generally include the purchase price amortization of acquired intangible assets, as well as acquisition, integration and certain other costs and asset impairments. These costs and adjustments are recorded in the Corporate and Other segment for the periods discussed below. Adjusted EBITDA for the respective segments excludes the foregoing costs and adjustments.
Summarized financial information for the Company's segments is shown in the following tables. The Company does not evaluate performance or allocate resources based on segment asset data; therefore, such information is not presented.
23
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the three months ended March 31, 2024 (in millions):
| Capital | |||||||||||||||||||||||
| Banking | Market | Corporate | |||||||||||||||||||||
| Solutions | Solutions | and Other | Total | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization (including purchase accounting amortization) | |||||||||||||||||||||||
| Acquisition, integration and other costs | |||||||||||||||||||||||
| Asset impairments | |||||||||||||||||||||||
| Indirect Worldpay business support costs | |||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | ( | $ | ||||||||||||||||||
| Adjusted EBITDA | $ | ||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||
| Purchase accounting amortization | ( | ||||||||||||||||||||||
| Acquisition, integration and other costs | ( | ||||||||||||||||||||||
| Asset impairments | ( | ||||||||||||||||||||||
| Indirect Worldpay business support costs | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| (Provision) benefit for income taxes | ( | ||||||||||||||||||||||
| Equity method investment earnings (loss), net of tax | ( | ||||||||||||||||||||||
| Net earnings (loss) from discontinued operations, net of tax | |||||||||||||||||||||||
| Net earnings attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net earnings (loss) attributable to FIS common stockholders | $ | ||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
For the three months ended March 31, 2023 (in millions):
| Capital | |||||||||||||||||||||||
| Banking | Market | Corporate | |||||||||||||||||||||
| Solutions | Solutions | and Other | Total | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization (including purchase accounting amortization) | |||||||||||||||||||||||
| Acquisition, integration and other costs | |||||||||||||||||||||||
| Indirect Worldpay business support costs | |||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | ( | $ | ||||||||||||||||||
| Adjusted EBITDA | $ | ||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||
| Purchase accounting amortization | ( | ||||||||||||||||||||||
| Acquisition, integration and other costs | ( | ||||||||||||||||||||||
| Indirect Worldpay business support costs | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| (Provision) benefit for income taxes | ( | ||||||||||||||||||||||
| Net earnings (loss) from discontinued operations, net of tax | |||||||||||||||||||||||
| Net earnings attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net earnings attributable to FIS common stockholders | $ | ||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
24
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Unless stated otherwise or the context otherwise requires, all references to "FIS," "we," "our," "us," the "Company" or the "registrant" are to Fidelity National Information Services, Inc., a Georgia corporation, and its subsidiaries.
The following discussion should be read in conjunction with Item 1. Condensed Consolidated Financial Statements (Unaudited) and the Notes thereto included elsewhere in this report. The statements contained in this Form 10-Q or in our other documents or in oral presentations or other management statements that are not purely historical are forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, as well as other statements about our expectations, beliefs, intentions, or strategies regarding the future, or other characterizations of future events or circumstances, are forward-looking statements. Forward-looking statements include statements about anticipated financial outcomes, including any earnings outlook or projections, projected revenue or expense synergies or dis-synergies, business and market conditions, outlook, foreign currency exchange rates, deleveraging plans, expected dividends and share repurchases of the Company, the Company's sales pipeline and anticipated profitability and growth, plans, strategies and objectives for future operations, strategic value creation, risk profile and investment strategies, any statements regarding future economic conditions or performance and any statements with respect to the future impacts of the Worldpay Sale or any agreements or arrangements entered into in connection with such transaction, the expected financial and operational results of the Company, and expectations regarding the Company's business or organization after the separation of the Worldpay Merchant Solutions business. These statements may be identified by words such as "expect," "anticipate," "intend," "plan," "believe," "will," "should," "could," "would," "project," "continue," "likely," and similar expressions, and include statements reflecting future results, statements of outlook and various accruals and estimates. These statements relate to future events and our future results and involve a number of risks and uncertainties. Forward-looking statements are based on management's beliefs as well as assumptions made by, and information currently available to, management.
Actual results, performance or achievement could differ materially from these forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include the following, without limitation:
•changes in general economic, business and political conditions, including those resulting from COVID-19 or other pandemics, a recession, intensified or expanded international hostilities, acts of terrorism, increased rates of inflation or interest, changes in either or both the United States and international lending, capital and financial markets or currency fluctuations;
•the risk that acquired businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated;
•the risk that cost savings and synergies anticipated to be realized from acquisitions may not be fully realized or may take longer to realize than expected or that costs may be greater than anticipated;
•the risks of doing business internationally;
•the effect of legislative initiatives or proposals, statutory changes, governmental or applicable regulations and/or changes in industry requirements, including privacy and cybersecurity laws and regulations;
•the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in, or new laws or regulations affecting, the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;
•changes in the growth rates of the markets for our solutions;
•the amount, declaration and payment of future dividends is at the discretion of our Board of Directors and depends on, among other things, our investment opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions;
•the amount and timing of any future share repurchases is subject to, among other things, our share price, our other investment opportunities and cash requirements, our results of operations and financial condition, our future prospects and other factors that may be considered relevant by our Board of Directors and management;
•failures to adapt our solutions to changes in technology or in the marketplace;
•internal or external security or privacy breaches of our systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;
•the risk that implementation of software, including software updates, for customers or at customer locations or employee error in monitoring our software and platforms may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;
•the risk that partners and third parties may fail to satisfy their legal obligations to us;
•risks associated with managing pension cost, cybersecurity issues, IT outages and data privacy;
25
•the reaction of current and potential customers to communications from us or regulators regarding information security, risk management, internal audit or other matters;
•risks associated with the expected benefits and costs of the separation of the Worldpay Merchant Solutions business, including the risk that the expected benefits of the transaction or any contingent purchase price will not be realized within the expected timeframe, in full or at all, or that dis-synergies may be greater than anticipated;
•the risk that the costs of restructuring transactions and other costs incurred in connection with the separation of the Worldpay business will exceed our estimates or otherwise adversely affect our business or operations;
•the impact of the separation of Worldpay on our businesses, including the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties;
•the risk that the earnings from our minority stake in the Worldpay business will be less than we anticipate;
•competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development of new disruptive technologies competing with one or more of our solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions we provide to many of our customers;
•the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers;
•an operational or natural disaster at one of our major operations centers;
•failure to comply with applicable requirements of payment networks or changes in those requirements;
•fraud by bad actors; and
•other risks detailed elsewhere in the "Risk Factors" and other sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our other filings with the Securities and Exchange Commission.
Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except as required by applicable law or regulation, we do not undertake (and expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
FIS is a financial technology company providing solutions to financial institutions, businesses and developers. We unlock financial technology that underpins the world's financial system. Our people are dedicated to advancing the way the world pays, banks and invests, by helping our clients confidently run, grow and protect their businesses. Our expertise comes from decades of experience helping financial institutions and businesses adapt to meet the needs of their customers by harnessing the power that comes when reliability meets innovation in financial technology. Headquartered in Jacksonville, Florida, FIS is a member of the Fortune 500® and the Standard & Poor’s 500® Index. FIS is incorporated under the laws of the State of Georgia as Fidelity National Information Services, Inc., and our stock is traded under the trading symbol "FIS" on the New York Stock Exchange.
Our growth has been driven by a number of factors, including growth of our customers' businesses, our internal development of new solutions that enhance our client offerings, and our sales and marketing efforts to expand our customer base and addressable markets. Acquisitions have also contributed additional solutions that complement or enhance our offerings, diversify our client base, expand our geographic coverage, and provide entry into new and attractive adjacent markets that align with our strategic objectives. We continue to strategically allocate resources to both internal and external growth initiatives to enhance the long-term value of our business.
On January 31, 2024, the Company completed the previously announced sale (the "Worldpay Sale") of a 55% equity interest in its Worldpay Merchant Solutions business to private equity funds managed by GTCR, LLC (such funds, the "Buyer"). Following the closing of the Worldpay Sale, we retain a non-controlling 45% ownership interest in a new standalone joint venture, Worldpay Holdco, LLC ("Worldpay"), which will continue to provide merchant acquiring and related services to businesses of all sizes and across any industry globally, enabling them to accept, authorize and settle electronic payment transactions. In connection with the Worldpay Sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and reducing potential dis-synergies. FIS and Worldpay also entered into additional agreements as described in Note 4 to the consolidated financial statements.
26
Business Trends and Conditions
Our revenue from continuing operations is primarily derived from a combination of technology and processing solutions, transaction processing fees, professional services and software license fees. While we are a global company and do business around the world, the majority of our revenue is generated by clients in the U.S. The majority of our international revenue is generated by clients in the U.K., Germany, Canada, Brazil, Australia and Switzerland. In addition, the majority of our revenue has historically been recurring and has been provided under multi-year Banking and Capital Markets contracts that contribute relative stability to our revenue stream. These solutions, in general, are considered critical to our clients' operations. Professional services revenue is typically non-recurring, though recognition often occurs over time rather than at a point in time. Sales of software licenses are typically non-recurring with point-in-time recognition and are less predictable.
Lengthy sales cycles, particularly for large Banking transactions with a total contract value in excess of $50 million, continued to persist during the first quarter of 2024, which we believe resulted from economic uncertainty. We also experienced, and continue to experience, relatively high rates of inflation in these markets, including increasing wage and benefits rates, which management believes is in part due to inflation and in part due to competitive job markets for the skilled employees who support our businesses, as well as increasing non-labor-related costs. The magnitude of future effects of economic uncertainty, including lengthy sales cycles, and inflation is difficult to predict, although these factors have had an adverse effect on our results of operations and, to the extent they persist, may continue to have a negative effect. Rising interest rates have had, and may continue to have, a negative impact on our interest expense. However, during the first quarter of 2024, we used a portion of the net proceeds from the Worldpay Sale to repay our borrowings under our commercial paper programs and reduce our long-term debt, which will decrease our future interest expense from previous levels. Impacts of foreign currency fluctuations remained slightly favorable during the first quarter of 2024. Given the volatility of exchange rates and the mix of currencies involved in both revenues and expenses, the direction and magnitude of future effects of currency fluctuations are uncertain. The combined effect of the factors noted above has slowed our revenue growth rate. Over the longer term, we are targeting improvements in our revenue growth rate and margins to the extent of improving economic conditions and in response to planned management actions, including our cost savings initiatives.
On January 31, 2024, the Company completed the previously announced Worldpay Sale for cash consideration in a transaction valuing the Worldpay Merchant Solutions business at an enterprise value of $18.5 billion, including $1.0 billion of consideration contingent on the returns realized by Buyer exceeding certain thresholds. The net cash proceeds received by FIS at the closing were greater than $12 billion, net of estimated closing adjustments, debt restructuring fees, taxes and transaction costs. We used a portion of the proceeds from the sale to retire debt and repurchase shares, and we plan to use the remaining proceeds to return additional capital to shareholders through our existing share repurchase authorization, as well as for general corporate purposes, including acquisitions, while maintaining an investment grade credit rating. In connection with the sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and minimizing potential dis-synergies. FIS and Worldpay also entered into additional agreements as described in Note 4 to the consolidated financial statements. Upon closing of the Worldpay Sale, we recorded a loss on sale of the disposal group of $466 million and retained a non-controlling 45% ownership interest in Worldpay. Post-closing selling price adjustments could result in further adjustments to the loss on sale amount. FIS' share of the net income of Worldpay is now reported as Equity method investment earnings (loss), net of tax.
We continue to assist financial institutions and other businesses in migrating to outsourced integrated technology solutions to improve their profitability and address increasing and ongoing regulatory requirements. As a provider of outsourced solutions, we benefit from multi-year recurring revenue streams, which help moderate the effects of broader year-to-year economic and market changes that otherwise might have a larger impact on our results of operations. We believe our integrated solutions and outsourced services are well-positioned to address this outsourcing trend across the markets we serve.
We continue to invest in modernization, innovation and integrated solutions to meet the demands of the markets we serve and compete with global banks, financial and other technology providers, and emerging technology innovators. We invest both internally and through investment opportunities in companies building complementary technologies in the financial services space. Our internal development activities have related primarily to the modernization of our proprietary core systems in each of our segments, design and development of next-generation digital and innovative solutions and development of processing systems and related software applications and risk management platforms. We expect to continue to invest an appropriate level of resources to maintain, enhance and extend the functionality of our proprietary systems and existing software applications, to develop new and innovative software applications and systems to address emerging technology trends in response to the needs of our clients, and to enhance the capabilities of our outsourcing infrastructure.
Consumer preference continues to shift from traditional branch banking services to digital banking solutions, and our clients seek to provide a single integrated banking experience through their branch, mobile, internet and voice banking
27
channels. We have been providing our large regional banking customers in the U.S. with Digital One, an integrated digital banking platform, and are now adding functionality and offering Digital One to our community bank clients to provide a consistent, omnichannel experience for consumers of banking services across self-service channels like mobile banking and online banking, as well as supporting channels for bank staff operating in bank branches and contact centers. The uniform customer experience extends to support a broad range of financial services including opening new accounts, servicing of existing accounts, money movement, and personal financial management, as well as other consumer, small business and commercial banking capabilities. Digital One is integrated into several of the core banking platforms offered by FIS and is also offered to customers of non-FIS core banking systems.
Consolidation within the banking industry has occurred and may continue, primarily in the form of merger and acquisition activity among financial institutions, which we believe would broadly be detrimental to the profitability of the financial technology industry. However, consolidation resulting from specific merger and acquisition transactions may be beneficial to our business. When consolidations of financial institutions occur, merger partners often operate systems obtained from competing service providers. The newly formed entity generally makes a determination to migrate its core and payments systems to a single platform. When a financial institution processing client is involved in a consolidation, we may benefit by their expanding the use of our solutions if such solutions are chosen to survive the consolidation and to support the newly combined entity. Conversely, we may lose revenue if we are providing solutions to both entities, or if a client of ours is involved in a consolidation and our solutions are not chosen to support the newly combined entity. It is also possible that larger financial institutions resulting from consolidation may have greater leverage in negotiating terms or could decide to perform in-house some or all of the solutions that we currently provide or could provide. We seek to mitigate the risks of consolidations by offering other competitive solutions to take advantage of specific opportunities at the surviving company.
Recent U.S. bank failures could negatively impact our results to the extent more of our customers become illiquid; however, our current exposure to recent bank closures is limited, and we may be a long-term beneficiary of these closures. As a leading provider of financial technology services to the top 100 U.S. banks by asset size as well as other global financial institutions, FIS boasts a highly diversified customer base, with no single customer accounting for more than approximately 2% of 2023 revenue from continuing operations. With respect to U.S. financial institution customers that closed during 2023, FIS expects to continue to provide services for the majority of these banks, and our revenue exposure from potential contract terminations related to these banks is not material. Further, FIS' core banking customer contracts are generally structured with fees that increase based on the number of active accounts or transactions rather than the amount of deposits. Thus, to the extent account volume increases, we are positioned to benefit from this growth as a leading core banking services provider to large financial institutions.
We continue to see demand in the payments market for innovative solutions that will deliver faster, more convenient payment options in mobile channels, internet applications, in-store cards, and digital currencies. The payment processing industry is adopting new technologies, developing new solutions, evolving new business models, and being affected by new market entrants and by an evolving regulatory environment. As financial institutions respond to these changes by seeking solutions to help them enhance their own offerings to consumers, including the ability to accept card-not-present payments in eCommerce and mobile environments as well as contactless cards and mobile wallets at the point of sale, FIS believes that payment processors will seek to develop additional capabilities in order to serve clients' evolving needs. To facilitate this expansion, we believe that payment processors will need to enhance their technology platforms so they can deliver these capabilities and differentiate their offerings from other providers.
We believe that these market changes present both an opportunity and a risk for us, and we cannot predict which emerging technologies or solutions will be successful. However, FIS believes that payment processors, like FIS, that have scalable, integrated business models, provide solutions across the payment processing value chain and utilize broad distribution capabilities will be best-positioned to enable emerging alternative electronic payment technologies in the long term. Further, FIS believes that its depth of capabilities and breadth of distribution will enhance its position as emerging payment technologies are adopted by merchants and other businesses. FIS' ability to partner with non-financial institution enterprises, such as mobile payment providers and internet, retail and social media companies, continues to create attractive growth opportunities as these new entrants seek to become more active participants in the development of alternative electronic payment technologies and to facilitate the convergence of retail, online, mobile and social commerce applications.
Cyberattacks on information technology systems and the vendors and technological supply chain they rely on continue to grow in frequency, complexity and sophistication. This is a trend we expect to continue. The continued growth in the frequency, complexity and sophistication of cyberattacks presents both a threat and an opportunity for FIS. Using expertise we have gained from our ongoing focus and investment, we have developed and we offer fraud, security, risk management and compliance solutions to target this growth opportunity in the financial services industry. We also use certain of these solutions to manage our own risks.
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Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Consolidated Results of Operations - Comparisons of three-month periods ended March 31, 2024 and 2023
| Three months ended March 31, | |||||||||||||||||||||||
| $ | % | ||||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenue | $ | 2,467 | $ | 2,397 | $ | 70 | 3 | % | |||||||||||||||
| Cost of revenue | (1,552) | (1,569) | 17 | (1) | |||||||||||||||||||
| Gross profit | 915 | 828 | 87 | 11 | |||||||||||||||||||
| Gross profit margin | 37 | % | 35 | % | |||||||||||||||||||
| Selling, general and administrative expenses | (573) | (517) | (56) | 11 | |||||||||||||||||||
| Asset impairments | (14) | — | (14) | NM | |||||||||||||||||||
| Other operating (income) expense, net - related party | $ | (33) | $ | — | (33) | NM | |||||||||||||||||
| Operating income | $ | 361 | $ | 311 | 50 | 16 | |||||||||||||||||
| Operating margin | 15 | % | 13 | % | |||||||||||||||||||
NM = Not meaningful
Revenue
Revenue for the three months ended March 31, 2024, increased primarily due to strong recurring revenue growth in the Banking and Capital Markets segments. Revenue was not materially impacted by foreign currency movements versus the prior year. See "Segment Results of Operations" below for a more detailed explanation.
Cost of Revenue, Gross Profit and Gross Profit Margin
Cost of revenue for the three months ended March 31, 2024, decreased due to lower intangible asset amortization resulting primarily from using accelerated amortization methods which apply a declining rate over time, contributing to higher gross profit and gross profit margin.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March 31, 2024, increased primarily due to higher acquisition, integration and other costs and increased corporate costs, which were slightly higher year over year due to dis-synergies associated with the Worldpay Sale, offset for the most part by other cost saving initiatives.
Asset Impairments
The three months ended March 31, 2024, included impairments primarily related to the termination of certain internally developed software projects.
Other operating (income) expense, net - related party
As described in Note 4 to the consolidated financial statements, under the terms of the TSA, the Company is providing technology infrastructure, risk and security, accounting and various other corporate services to Worldpay. The amount is recorded in Other operating (income) expense, net - related party, and the corresponding expense was recognized in Selling, general and administrative expense in the consolidated statement of earnings (loss).
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Operating Income and Operating Margin
The change in operating income and operating margin for the three months ended March 31, 2024, resulted from the revenue and cost variances noted above.
Total Other Income (Expense), Net
| Three months ended March 31, | |||||||||||||||||||||||
| $ | % | ||||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| Other income (expense): | (In millions) | ||||||||||||||||||||||
| Interest expense, net | $ | (77) | $ | (142) | $ | 65 | NM | ||||||||||||||||
| Other income (expense), net | (154) | (36) | (118) | NM | |||||||||||||||||||
| Total other income (expense), net | $ | (231) | $ | (178) | (53) | NM | |||||||||||||||||
NM = Not meaningful
The decrease in interest expense, net during the three months ended March 31, 2024, was primarily due to a reduction in our outstanding borrowings under our commercial paper programs and senior notes using a portion of the net proceeds from the Worldpay Sale and increased interest income generated on the proceeds of the Worldpay Sale.
Other income (expense), net for the periods presented consists of various income and expense items outside of the Company's operating activities, including foreign currency transaction remeasurement gains and losses; realized and unrealized gains and losses on equity security investments, including impairment losses on these investments; and fair value adjustments on certain non-operating assets and liabilities, including certain derivatives as further described in Note 10 to the consolidated financial statements. The $(118) million net change in Other income (expense), net during the three months ended March 31, 2024, related primarily to loss on extinguishment of debt of approximately $(174) million, as discussed in Note 9 to the consolidated financial statements.
Provision (Benefit) for Income Taxes
| Three months ended March 31, | |||||||||||||||||||||||
| $ | % | ||||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Provision (benefit) for income taxes | $ | 26 | $ | 37 | $ | (11) | NM | ||||||||||||||||
| Effective tax rate | 20 | % | 28 | % | |||||||||||||||||||
NM = Not meaningful
The decrease in the effective tax rate for the three months ended March 31, 2024, was predominantly driven by the one-time tax benefit due to a change in expected realizability of deferred taxes. As described in Note 2 to the consolidated financial statements, the Company reflects its investor-level tax impact relating to equity method investments as a component of Equity method investment earnings (loss), net of tax in the consolidated statement of earnings (loss). Therefore, equity method investment earnings (loss) and the related investor-level tax are excluded from the calculation of FIS' estimated annual effective tax rate.
Equity Method Investment Earnings (Loss)
| Two months ended March 31, | Three months ended March 31, | $ | % | ||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Equity method investment earnings (loss), net of tax | $ | (86) | $ | — | NM | NM | |||||||||||||||||
NM = Not meaningful
As discussed in Note 1 to the consolidated financial statements, the Company completed the Worldpay Sale on January 31, 2024, retaining a non-controlling ownership interest in Worldpay. We account for our remaining minority ownership in Worldpay using the equity method of accounting. As of March 31, 2024, we own 45% of Worldpay. During the two-month
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period from February 1, through March 31, 2024, our share of the net income of Worldpay is reported as Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss) and reflects FIS' investor-level tax impact on its investment in Worldpay. See Note 4 to the consolidated financial statements for summary Worldpay financial information.
Discontinued Operations
| One month ended January 31, | Three months ended March 31, | $ | % | ||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenue | $ | 403 | $ | 1,113 | NM | NM | |||||||||||||||||
| Earnings (loss) from discontinued operations related to major classes of pretax earnings (loss) | $ | 182 | $ | 55 | NM | NM | |||||||||||||||||
| Pretax gain (loss) on the disposal of discontinued operations | $ | (466) | $ | — | NM | NM | |||||||||||||||||
| Provision (benefit) for income taxes | $ | (991) | $ | 11 | NM | NM | |||||||||||||||||
| Earnings (loss) from discontinued operations, net of tax | $ | 707 | $ | 44 | NM | NM | |||||||||||||||||
NM = Not meaningful
As discussed in Note 1 to the consolidated financial statements, the Company completed the Worldpay Sale on January 31, 2024. The results of the Worldpay Merchant Solutions business prior to the completion of the Worldpay Sale have been presented as discontinued operations.
Revenue from discontinued operations for the one-month period ended January 31, 2024, decreased compared to the three months ended March 31, 2023, as a result of the Worldpay Sale.
For the one-month period ended January 31, 2024, the earnings from discontinued operations related to major classes of pretax earnings (loss) increased compared to the three months ended March 31, 2023, primarily as a result of stopping amortization of long-lived assets held for sale beginning on July 5, 2023, partially offset as a result of the Worldpay Sale on January 31, 2024.
For the one-month period ended January 31, 2024, pretax loss on the disposal of discontinued operations was $466 million, which reflects the impact of the excess of the carrying value of the disposal group to the estimated fair value less cost to sell as of the closing of the sale.
The Company recorded a tax benefit of $991 million primarily from the write-off of U.S. deferred tax liabilities that were not transferred in the Worldpay Sale, net of the estimated current U.S. tax cost that the Company expects to incur as a result of the Worldpay Sale and which was recorded based on available data and management determinations as of March 31, 2024.
For the one-month period ended January 31, 2024, earnings (loss) from discontinued operations, net of tax decreased due to the items noted above.
Post-closing selling price adjustments and completion of other purchase agreement provisions in connection with the Worldpay Sale could result in further adjustments to the loss on sale amount and the estimated tax impact.
Segment Results of Operations - Comparisons of three-month periods ended March 31, 2024 and 2023
FIS reports its financial performance based on the following segments: Banking Solutions, Capital Market Solutions, and Corporate and Other.
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 and other transactions that management deems non-operational in nature or that otherwise improve the comparability of operating results across reporting periods by their exclusion. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with FASB ASC Topic 280, Segment Reporting. The items affecting the segment profit measure generally include purchase price amortization of acquired intangible assets, as well as
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acquisition, integration and certain other costs and asset impairments. These costs and adjustments are recorded in the Corporate and Other segment for the periods discussed below. Adjusted EBITDA for the respective segments excludes the foregoing costs and adjustments. Financial information, including details of Adjusted EBITDA, for each of our segments is set forth in Note 13 to the consolidated financial statements.
Banking Solutions
| Three months ended March 31, | |||||||||||||||||||||||
| $ | % | ||||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenue | $ | 1,684 | $ | 1,646 | $ | 38 | 2 | % | |||||||||||||||
| Adjusted EBITDA | $ | 745 | $ | 671 | 74 | 11 | |||||||||||||||||
| Adjusted EBITDA margin | 44.3 | % | 40.8 | % | |||||||||||||||||||
| Adjusted EBITDA margin basis points change | 350 | ||||||||||||||||||||||
Three months ended March 31:
Revenue in our Banking segment increased 2% for the three months ended March 31, 2024. Recurring revenue contributed 3% to total segment growth, as payments volumes increased year over year, including in our value-added processing businesses. Non-recurring and professional services revenue contributed a combined (1%) to total segment growth, as strong license sales growth was offset by a decline in revenue from servicing federally funded pandemic relief programs.
Adjusted EBITDA increased year over year due to the revenue impacts noted above and the results of the Company's cost savings initiatives. Adjusted EBITDA margin expanded significantly year over year, driven by the Company's cost savings initiatives and a favorable revenue mix compared to the prior year, including an increase in high-margin license revenue.
Capital Market Solutions
| Three months ended March 31, | |||||||||||||||||||||||
| $ | % | ||||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenue | $ | 706 | $ | 663 | $ | 43 | 7 | % | |||||||||||||||
| Adjusted EBITDA | $ | 335 | $ | 320 | 15 | 5 | |||||||||||||||||
| Adjusted EBITDA margin | 47.4 | % | 48.2 | % | |||||||||||||||||||
| Adjusted EBITDA margin basis points change | (80) | ||||||||||||||||||||||
Three months ended March 31:
Revenue in our Capital Markets segment increased 7% for the three months ended March 31, 2024. Recurring revenue contributed 7% to total segment growth due to strong new sales momentum and continued movement to a SaaS-based recurring revenue model.
Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin declined year over year due to revenue mix.
Corporate and Other
| Three months ended March 31, | |||||||||||||||||||||||
| $ | % | ||||||||||||||||||||||
| 2024 | 2023 | Change | Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenue | $ | 77 | $ | 88 | $ | (11) | (12) | % | |||||||||||||||
| Adjusted EBITDA | $ | (105) | $ | (91) | (14) | 15 | |||||||||||||||||
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The Corporate and Other segment results consist of selling, general and administrative expenses and depreciation and intangible asset amortization not otherwise allocated to the reportable segments. Corporate and Other also includes operations from certain non-strategic businesses.
Three months ended March 31:
Revenue in our Corporate and Other segment decreased 12% for the three months ended March 31, 2024, due to the ramp down of non-strategic businesses, as well as prior-year divestitures.
Adjusted EBITDA decreased primarily due to the revenue impacts noted above. Corporate costs were slightly higher year over year due to dis-synergies associated with the Worldpay Sale, which were mostly offset by other cost saving initiatives.
Liquidity and Capital Resources
Cash Requirements
Our principal ongoing cash requirements include operating expenses, income taxes, mandatory debt service payments, capital expenditures, stockholder dividends, working capital and timing differences in settlement-related assets and liabilities and may include discretionary debt repayments, share repurchases and business acquisitions. Our principal sources of funds are cash generated by operations and borrowings, including the capacity under our Revolving Credit Facility, the U.S. commercial paper program and the Euro-commercial paper program discussed in Note 9 to the consolidated financial statements, in addition to the net proceeds from the Worldpay Sale, which closed on January 31, 2024.
As of March 31, 2024, the Company had $7.8 billion of available liquidity, including $3.3 billion of cash and cash equivalents and $4.5 billion of capacity available under its Revolving Credit Facility. Approximately $1.1 billion of cash and cash equivalents is held by our foreign entities. The majority of our cash and cash equivalents relates to unused proceeds from the Worldpay Sale, in addition to settlement payables and net deposits-in-transit, which are typically settled within a few business days. Debt outstanding totaled $11.2 billion, with an effective weighted average interest rate of 2.9%.
Although we continue to evaluate the optimal capital structure for our business following the completion of the Worldpay Sale, we intend to maintain investment grade debt ratings for FIS.
We believe that our current level of cash and cash equivalents plus cash flows from operations will be sufficient to fund our operating cash requirements, capital expenditures and mandatory debt service payments for the next 12 months and the foreseeable future.
A regular quarterly dividend of $0.36 per common share is payable on June 24, 2024, to shareholders of record as of the close of business on June 10, 2024. We currently expect to continue to pay quarterly dividends at a target payout ratio consistent with our capital allocation strategy, without regard to our equity method investment earnings (loss) attributable to our interest retained in Worldpay post-separation. However, the amount, declaration and payment of future dividends is at the discretion of the Board of Directors and depends on, among other things, our investment opportunities (including potential mergers and acquisitions), results of operations, financial condition, cash requirements, future prospects, and other factors, including legal and contractual restrictions, that may be considered relevant by our Board of Directors. Additionally, the payment of cash dividends may be limited by covenants in certain debt agreements.
In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. The share repurchase program has no expiration date and may be suspended for periods, amended or discontinued at any time. Approximately 34 million shares remained available for repurchase as of March 31, 2024. We plan to continue to prioritize share repurchases under the current share repurchase authorization. We now intend to repurchase approximately $4.0 billion of our shares during 2024, inclusive of $1.4 billion in shares repurchased during the first quarter of 2024.
Cash Flows from Operations
Our net cash provided by operating activities consists primarily of net earnings, adjusted to add back depreciation and amortization and other non-cash items, including asset impairments, loss on extinguishment of debt, and loss from equity method investment. Cash flows from operations were $206 million and $291 million for the three month periods ended March 31, 2024 and 2023, respectively. Cash flows from operations decreased $85 million during the three months ended
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March 31, 2024, primarily due to timing of working capital, partially offset by an increase in earnings adjusted for non-cash items.
Cash Flows from Investing
Our principal investing activity relates to capital expenditures for software (purchased and internally developed) and property and equipment. We invested approximately $202 million and $193 million in capital expenditures (excluding other financing obligations for certain hardware and software) during the three-month periods ended March 31, 2024 and 2023, respectively. We expect to continue investing in software and in property and equipment to support our business.
We also invest in acquisitions that complement and extend our existing solutions and capabilities and provide additional solutions to our portfolio, and we dispose of assets that are no longer considered strategic. In the first quarter of 2024, we used approximately $56 million of cash (net of cash acquired) related to new acquisitions. In 2024, in connection with the Worldpay Sale, we received approximately $12.8 billion in cash proceeds and divested $3.1 billion in cash, cash equivalents and restricted cash included in current assets held for sale at the date of sale. We expect to continue to invest in acquisitions as part of our strategy to add solutions to help win new clients and cross-sell to existing clients.
Cash flows from investing also occasionally include cash received or paid relative to other activities that are not regularly recurring in nature.
Cash Flows from Financing
Cash flows from financing principally involve borrowing funds, repaying debt, repurchasing shares and paying dividends. In 2023, we paid $173 million related to the 2020 Virtus acquisition to redeem a put option exercised by the founders as described in Note 5 to the consolidated financial statements.
Financing
For more information regarding the Company's debt and financing activity, see "Risk Factors—Risks Related to Our Indebtedness" in Item 1A of our Annual Report on Form 10-K filed on February 26, 2024, and "Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk" in Item 3 below as well as Notes 9 and 10 to the consolidated financial statements.
Contractual Obligations
There were no material changes in our contractual obligations through the three months ended March 31, 2024, in comparison to the table included in our Annual Report on Form 10-K for the year ended December 31, 2023, except as disclosed in Note 9 to the consolidated financial statements.
Recent Accounting Pronouncements
No new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
We are exposed to market risks primarily from changes in interest rates and foreign currency exchange rates. We periodically use certain derivative financial instruments, including interest rate swaps, cross-currency interest rate swaps and foreign currency forward contracts, to manage interest rate and foreign currency risk. We do not use derivatives for trading purposes, to generate income or to engage in speculative activity.
Interest Rate Risk
In addition to existing cash balances and cash provided by operating activities, we use fixed-rate and variable-rate debt to finance our operations. We are exposed to interest rate risk on these debt obligations.
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Our fixed rate senior notes (as included in Note 9 to the consolidated financial statements) represent the majority of our fixed-rate long-term debt obligations as of March 31, 2024. The carrying value, excluding the fair value basis adjustments due to interest rate swaps described below and unamortized discounts, of our senior notes was $11.5 billion as of March 31, 2024. The fair value of our senior notes was approximately $10.5 billion as of March 31, 2024. The potential reduction in fair value of the senior notes from a hypothetical 10% increase in market interest rates would not be material to the overall fair value of the debt.
Our variable-rate risk principally relates to borrowings under our U.S. commercial paper program, Euro-commercial paper program, and Revolving Credit Facility (as included in Note 9 to the consolidated financial statements) (collectively, "variable-rate debt"). As of March 31, 2024, we had no variable-rate borrowings. At March 31, 2024, our weighted-average cost of debt was 2.9%, with a weighted-average maturity of 7.0 year, and 100% of our debt was fixed rate.
Foreign Currency Risk
We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a location's functional currency. We manage the exposure to these risks through a combination of normal operating activities and the use of foreign currency forward contracts and non-derivative and derivative investment hedges.
Our exposure to foreign currency exchange risks generally arises from our non-U.S. operations, to the extent they are conducted in local currency. Changes in foreign currency exchange rates affect translations of revenue denominated in currencies other than the U.S. Dollar. We generated approximately $297 million and $297 million during the three months ended March 31, 2024 and 2023, respectively, in revenue denominated in currencies other than the U.S. Dollar. The major currencies to which our revenue is exposed are the British Pound Sterling, Euro, Brazilian Real, Australian Dollar, Swedish Krona and Indian Rupee. A 10% movement in average exchange rates for these currencies (assuming a simultaneous and immediate 10% change in all of such rates for the relevant period) would have resulted in the following increase or decrease in our reported revenue for the three months ended March 31, 2024 and 2023 (in millions):
| Three months ended March 31, | ||||||||||||||
| Currency | 2024 | 2023 | ||||||||||||
| Pound Sterling | $ | 10 | $ | 10 | ||||||||||
| Euro | 6 | 6 | ||||||||||||
| Real | 3 | 4 | ||||||||||||
| Australian Dollar | 2 | 2 | ||||||||||||
| Swedish Krona | 2 | 2 | ||||||||||||
| Rupee | 1 | 2 | ||||||||||||
| Total increase or decrease | $ | 24 | $ | 26 | ||||||||||
While our results of operations have been impacted by the effects of currency fluctuations, our international operations' revenue and expenses are generally denominated in local currency, which reduces our economic exposure to foreign exchange risk in those jurisdictions.
Our foreign exchange risk management policy permits the use of derivative instruments, such as forward contracts and options, to reduce volatility in our results of operations and/or cash flows resulting from foreign exchange rate fluctuations. We do not enter into foreign currency derivative instruments for trading purposes or to engage in speculative activity. We do periodically enter into foreign currency forward contracts to hedge foreign currency exposure to intercompany loans, other balance sheet items or expected foreign currency cash flows resulting from forecasted transactions. The Company also utilizes foreign currency-denominated debt and cross-currency interest rate swaps designated as net investment hedges in order to reduce the volatility of the net investment value of certain of its Euro and Pound Sterling functional subsidiaries and utilizes cross-currency interest rate swaps designated as fair value hedges in order to mitigate the impact of foreign currency risk associated with our foreign currency-denominated debt (see Note 10 to the consolidated financial statements).
Item 4. Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of
35
our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
During the most recent fiscal quarter, we implemented additional internal control over financial reporting in connection with our Worldpay Sale, specifically with respect to the recording of the Worldpay Sale, our equity method investment in Worldpay, and our equity method investment earnings (loss). We also implemented additional controls governing the performance of our services under the TSA. Other than as noted above, there have been no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II: OTHER INFORMATION
Item 1A. Risk Factors
See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, for a detailed discussion of risk factors affecting the Company. There have been no material changes in the risk factors described therein.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes purchases of equity securities by the issuer during the three-month period ended March 31, 2024:
| Maximum number | ||||||||||||||||||||||||||
| of shares that | ||||||||||||||||||||||||||
| Total cost of shares | may yet be | |||||||||||||||||||||||||
| purchased as part of | purchased under | |||||||||||||||||||||||||
| Total number of | publicly announced | the plans or | ||||||||||||||||||||||||
| shares purchased (1) | Average price | plans or programs (1) | programs (1) | |||||||||||||||||||||||
| Period | (in millions) | paid per share | (in millions) | (in millions) | ||||||||||||||||||||||
| January 1-31, 2024 | 4.3 | $ | 61.56 | $ | 261.6 | 51.1 | ||||||||||||||||||||
| February 1-29 2024 | 4.2 | $ | 63.40 | 269.1 | 46.9 | |||||||||||||||||||||
| March 1-31, 2024 | 12.6 | $ | 70.36 | 887.9 | 34.3 | |||||||||||||||||||||
| 21.1 | $ | 1,418.6 | ||||||||||||||||||||||||
(1)In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. The share repurchase program has no expiration date and may be suspended for periods, amended or discontinued at any time. Under the share repurchase program, approximately 34.3 million shares remained available for repurchases as of March 31, 2024.
Item 5. Other Information
During the period covered by this report, none of the Company's directors or executive officers adopted
Item 408 of Regulation S-K under the Exchange Act).
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit | SEC File | Filed/ Furnished | ||||||||||||||||||
| No. | Exhibit Description | Form | Number | Exhibit | Filing Date | Herewith | ||||||||||||||
| 10.1 | * | |||||||||||||||||||
| 31.1 | * | |||||||||||||||||||
| 31.2 | * | |||||||||||||||||||
| 32.1 | * | |||||||||||||||||||
| 32.2 | * | |||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | * | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | * | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | * | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | * | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | * | ||||||||||||||||||
(1) Management contract or compensatory arrangement.
* Filed or furnished herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIDELITY NATIONAL INFORMATION SERVICES, INC. | ||||||||
| Date: May 7, 2024 | By: | /s/ James Kehoe | ||||||
| James Kehoe | ||||||||
| Chief Financial Officer | ||||||||
| FIDELITY NATIONAL INFORMATION SERVICES, INC. | ||||||||
| Date: May 7, 2024 | By: | /s/ Christopher Thompson | ||||||
| Christopher Thompson | ||||||||
| Chief Accounting Officer (Principal Accounting Officer) | ||||||||
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Exhibit 10.1
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AMENDED AND RESTATED QUALIFIED RETIREMENT EQUITY PROGRAM
(effective January 30, 2024)
Fidelity National Information Services, Inc. (the “Company”) established the Qualified Retirement Equity Program (as may be amended or restated from time to time, the “Program”) effective January 1, 2021, as approved by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors. The Program was amended and restated in its present form, as approved by the Compensation Committee, effective as of January 30, 2024 (the “Restatement Date”), which shall apply to the holders of Company equity awards granted by the Company on or after the Restatement Date and participants in the ESPP. The Program shall remain in effect, subject to the right of the Compensation Committee to amend or terminate the Program at any time pursuant to Section 7.1 hereof.
ARTICLE I
PURPOSE OF THE PROGRAM
1.1 PURPOSE. The Program is a benefit available to holders of Company equity awards and participants in the ESPP, who in each case, satisfy the requirements described herein, which generally provides for (i) continued vesting of certain unvested equity awards following a Qualified Full Retirement, (ii) pro-rata vesting of certain unvested equity awards following a Qualified Early Retirement, and (iii) continued receipt of the Company ESPP match under the ESPP following a Qualified Retirement for ESPP contributions made by the participant prior to the retirement date, in each case, subject to the terms and conditions specified herein (as applicable, the “Retirement Benefit”).
ARTICLE II
DEFINITIONS
2.1 EMPLOYEE. “Employee” means each person currently employed by an Employer.
2.2 EMPLOYER. “Employer” means the Company, a Subsidiary or a predecessor entity of the Company or its Subsidiary.
2.3 ESPP. “ESPP” means the Fidelity National Information Services, Inc. Employee Stock Purchase Plan.
2.4 PLAN. “Plan” means the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan.
2.5 QUALIFIED RETIREMENT.1 “Qualified Retirement” means a Qualified Early Retirement or a Qualified Full Retirement, as applicable.
2.6 QUALIFIED EARLY RETIREMENT.1 “Qualified Early Retirement” means retirement by an Employee who has accumulated a minimum of 65 points based upon age plus years of service (1 point per year, measured in whole years) as determined upon the date of an Employee’s Notice of Retirement (as defined below); provided, that the minimum age for a Qualified Early Retirement is 55 years old and the minimum years of service for a Qualified Early Retirement is 5 years. Examples of eligible and ineligible scenarios for a Qualified Early Retirement are provided, for illustrative purposes only, in Exhibit A attached hereto.
2.7 QUALIFIED FULL RETIREMENT.1 “Qualified Full Retirement” means retirement by an Employee who has accumulated a minimum of 75 points based upon age plus years of service (1 point per year, measured in whole years) as determined upon the date of an Employee’s Notice of Retirement; provided, that the minimum age for a Qualified Full Retirement is 60 years old and the minimum years of service for a Qualified Full Retirement is 15 years. Examples of eligible and ineligible scenarios for a Qualified Full Retirement are provided, for illustrative purposes only, in Exhibit A attached hereto.
2.8 RESTRICTIVE COVENANTS. “Restrictive Covenants” means any confidentiality, non-competition, non-solicitation or similar covenants to which an Employee is subject under the applicable grant agreement.
2.9 SUBSIDIARY. “Subsidiary” has the meaning ascribed to such term in the Plan.
ARTICLE III
ELIGIBILITY, NOTICE AND RELEASE REQUIREMENT
3.1 ELIGIBILITY. To be eligible for the Retirement Benefit described herein an Employee must satisfy the applicable eligibility requirements of a Qualified Retirement at the time of Employee’s Notice of Retirement (defined below) and comply with the notice and release requirements described below.
3.2 NOTICE REQUIREMENT.
(a) Employees satisfying the eligibility requirements for a Qualified Retirement will be required to provide advance written notice of their intent to retire (i) via submission on such formal notification form prescribed by the Company, as amended from time to time, in compliance with the instructions reflected on such form and (ii) by entering their intent to retire into the Company’s Human Resource Information System. A task will become available to the Employee shortly after their submission of the notification form (“Notice of Retirement”). The Notice of Retirement must include the Employee’s preferred retirement date. Employees must provide 6 months’ prior written Notice of Retirement before their proposed retirement date. Employees must satisfy the applicable eligibility requirements for a Qualified Retirement before providing a Notice of Retirement.
1 Reflects the definition of a Qualified Retirement (whether a Qualified Early Retirement or Qualified Full Retirement) for Employee participants located in the United States. Eligibility definitions for a Qualified Early Retirement or Qualified Full Retirement may vary for Employee participants located outside of the United States to comply with applicable law. Please consult The People Office for the applicable definition of a Qualified Early Retirement or Qualified Full Retirement for Employee participants located outside of the United States.
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(b) After reviewing an Employee’s Notice of Retirement, the Company will confirm or deny the Qualified Early Retirement or Qualified Full Retirement (as applicable) based upon the eligibility requirements described in this Program and provide the Employee with an approved retirement date, such date to be a date prior to or at the end of the relevant notice period specified in the Notice of Retirement, taking into account any contractual or statutory notice requirement but otherwise as determined at the absolute discretion of the Company. To the extent that the approved retirement date is prior to Employee’s preferred retirement date, Employee shall have no claim or right to salary or other compensation. During the notice period, the Company may implement changes to the Employee’s duties and responsibilities to facilitate transition of the Employee’s responsibilities. If mutually agreed to by the Employee and Company, an approved retirement date may be extended to a later date.
3.3 RELEASE. On or effective on the final day of Employee’s employment with an Employer, the Company may require that, as a condition to receiving the Retirement Benefit under this Program (other than due to Employee’s death), Employee shall have executed a release of all claims against the Company and its affiliates and related parties in such form as is reasonably required by the Company. The Company may also require a certificate of compliance with the Restricted Covenants before one or all post-employment vesting dates.
ARTICLE IV
ELIGIBILITY OF LONG-TERM EQUITY AWARDS, VESTING AND DIVIDENDS
4.1 ELIGIBILITY OF LONG-TERM EQUITY AWARDS. All long-term equity awards granted under the Plan are eligible for the Retirement Benefit, unless specifically excluded in a grant agreement; provided, however, to be eligible for the Retirement Benefit under a Qualified Full Retirement, an equity award must be outstanding for a period of at least nine (9) months as of Employee’s eligible Qualified Full Retirement date specified in the Notice of Retirement (regardless of whether the Company specifies an earlier approved retirement date) before it is eligible for the Retirement Benefit under a Qualified Full Retirement (such eligible equity awards pursuant to this Section 4.1, the “Eligible Equity Awards”). If Employee gives a proper Notice of Retirement for a Qualified Full Retirement and the Company specifies an earlier approved retirement date inside of the required nine (9) month period, such affected equity award will not be cancelled and will continue to be treated as an Eligible Equity Award.
4.2 VESTING OF ELIGIBLE EQUITY AWARDS.
(a)QUALIFIED FULL RETIREMENT. Following a Qualified Full Retirement, outstanding Eligible Equity Awards will continue to vest on the same terms as if the Employee had not retired, in accordance with the terms of the respective grant agreements (including the achievement of any stated performance metrics for a given performance measurement period) notwithstanding the Employee’s termination of employment prior to the applicable vesting dates, subject to and contingent upon Employee’s continued compliance with the Restrictive Covenants in the respective grant agreements. All unvested equity awards held by the Employee will terminate and be forfeited for no consideration upon any failure by the Employee to comply with the Restrictive Covenants, as determined by the Compensation Committee.
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(i)RESTRICTED STOCK AND RESRICTED STOCK UNIT AWARDS. The Company shares underlying the restricted stock or restricted stock unit awards will be released from any transfer or other restrictions and/or distributed in accordance with the original vesting or payment dates (as applicable) reflected in the respective grant agreements, subject to applicable tax withholdings (satisfied through the deduction of vested shares).
(ii)PERFORMANCE STOCK AND PERFORMANCE STOCK UNIT AWARDS. The Company shares underlying the performance stock or performance stock unit awards will be released from any transfer or other restrictions and/or distributed in accordance with the original vesting or payment dates (as applicable) and in amounts meeting the performance metrics reflected in the respective grant agreements, subject to applicable tax withholdings (satisfied through the deduction of vested shares).
(iii)STOCK OPTIONS. Unvested stock options will vest upon the dates set forth in the respective grant agreements. Upon vesting, stock options will remain exercisable until the expiration date set forth in the respective grant agreements.
(b)QUALIFIED EARLY RETIREMENT. Following a Qualified Early Retirement, a “pro rata portion” of the Employee’s outstanding Eligible Equity Awards (as determined pursuant to Sections 4.2(b)(i) through 4.2(b)(iii) below) will vest in accordance with the terms of the respective grant agreements (including the achievement of any stated performance metrics for a given performance measurement period) notwithstanding the Employee’s termination of employment prior to the applicable vesting date, subject to and contingent upon Employee’s continued compliance with the Restrictive Covenants in the respective grant agreements. Any portion of the Eligible Equity Awards that is not “pro rata portion” eligible for vesting hereunder will terminate and be forfeited for no consideration immediately upon the Employee’s termination of employment due to a Qualified Early Retirement. Further, all unvested equity awards held by the Employee will terminate and be forfeited for no consideration upon any failure by the Employee to comply with the Restrictive Covenants, as determined by the Compensation Committee.
(i)RESTRICTED STOCK AND RESRICTED STOCK UNIT AWARDS. Unless specifically provided otherwise in the applicable grant agreement, with respect to a restricted stock or restricted stock unit award, the “pro rata portion” eligible for vesting will be the portion of the award that is scheduled to vest on the next vesting date immediately following the date of the Employee’s termination of employment due to a Qualified Early Retirement (the “Early Retirement Date”), prorated based on the ratio of (x) the number of days that lapsed after the vesting date immediately prior to the Early Retirement Date (or, if the Early Retirement Date occurs prior to the first vesting date, after the grant date of the award) through the Early Retirement Date, divided by (y) the total number of days in the applicable vesting period in which the Early Retirement Date occurs (e.g., the total number of days between the vesting date immediately prior to the Early Retirement Date (or, if none, the grant date of the award) and the next vesting date immediately following the Early Retirement Date). The Company shares underlying such “pro rata portion” of the restricted stock and restricted stock units will be released from any transfer or other restrictions and/or distributed in accordance with the original vesting or payment dates (as applicable)
4
reflected in the respective grant agreements, subject to applicable tax withholdings (satisfied through the deduction of vested shares).
(ii)PERFORMANCE STOCK AND PERFORMANCE STOCK UNIT AWARDS. Unless specifically provided otherwise in the applicable grant agreement, with respect to a performance stock or performance stock unit award, the “pro rata portion” eligible for vesting will be (i) the portion of the award (if any) earned based on the achievement of the applicable performance goals in respect of any performance measurement period(s) completed prior to the Early Retirement Date and (ii) the portion of the award eligible to be earned in respect of the performance measurement period in which the Early Retirement Date occurs (x) that is first prorated (using the target number of shares underlying such portion of the award) based on the ratio of (1) the number of days that lapsed from the start date of the applicable performance measurement period in which the Early Retirement Date occurs through the Early Retirement Date, divided by (2) the total number of days in the applicable performance measurement period in which the Early Retirement Date occurs (e.g., the total number of days in the relevant fiscal year if the relevant performance goals are measured for such one-year period, or the relevant fiscal years if the relevant performance goals are measured cumulatively over a period of multiple years), and (y) that is actually earned (for this purpose, using the prorated target number of shares determined pursuant to clause (x) as the target number of shares subject to the portion of the award for such performance measurement period) based on the achievement of the applicable performance goals in respect of such performance measurement period; provided, that, in each case of clauses (i) and (ii), the earned portion of award described therein will remain subject to any adjustments based on the performance goals, if any, that apply on a cumulative basis over a multi-year performance measurement period under the applicable grant agreement. The Company shares underlying such “pro rata portion” of the performance stock and performance stock units, to the extent earned and deemed to have satisfied the performance-based restrictions, will be released from any transfer or other restrictions and/or distributed in accordance with the original vesting or payment dates (as applicable) and in amounts determined based on the performance metrics reflected in the respective grant agreements, subject to applicable tax withholdings (satisfied through the deduction of vested shares).
(iii)STOCK OPTIONS. Unless specifically provided otherwise in the applicable grant agreement, with respect to a stock option award, the “pro rata portion” eligible for vesting will be the portion of the award that is scheduled to vest on the next vesting date immediately following the Early Retirement Date, prorated based on the ratio of (x) the number of days that lapsed after the vesting date immediately prior to the Early Retirement Date (or, if the Early Retirement Date occurs prior to the first vesting date, after the grant date of the award) through the Early Retirement Date, divided by (y) the total number of days in the applicable vesting period during which the Early Retirement Date occurs (e.g., the total number of days between the vesting date immediately prior to the Early Retirement Date (or, if none, the grant date of the award) and the next vesting date immediately following the Early Retirement Date). Upon vesting, stock options will remain exercisable until the expiration date set forth in the respective grant agreements.
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4.3 DEATH OR DISABILITY. In the event of an Employee’s death or disability at any time following an Employee’s notice of intent to retire and confirmation by the Company that such retirement is a Qualified Retirement, then all Eligible Equity Awards shall be treated in accordance with the terms set forth in the respective grant agreements applicable to the Employee’s death or disability as defined in the respective grant agreements.
4.4 DIVIDENDS. Dividend equivalents will continue to accrue (i) under Eligible Equity Awards in accordance with the terms of the respective grant agreements, as if the equity holder had not retired, in the event of Employee’s Qualified Full Retirement and (ii) with respect to the pro rata portion of the Eligible Equity Awards eligible for vesting in the event of Employee’s Qualified Early Retirement.
ARTICLE V
EMPLOYEE STOCK PURCHASE PLAN TREATMENT
5.1 ESPP MATCHING CONTRIBUTIONS. Following a Qualified Retirement, the Company will continue to make matching contributions of Company stock in accordance with the terms of the ESPP until all Employee contributions made under the ESPP in the final twelve (12) month period of Employee’s employment with an Employer have been matched by the Company in accordance with the terms of the ESPP.
5.2 SALE OF COMMON STOCK UNDER THE ESPP. Shares of Company common stock purchased under the ESPP may be sold at any time after the Employee terminates employment with an Employer.
5.3 DEATH OR DISABILITY. In the event of an Employee’s death or disability at any time following an Employee’s notice of intent to retire and confirmation by the Company that such retirement is a Qualified Retirement, then the Company will continue to make matching contributions of Company stock under the ESPP in accordance with the terms of this Program and the ESPP.
ARTICLE VI
PROGRAM ADMINISTRATION
6.1 PROGRAM ADMINISTRATION.
(a)Authority to control and manage the operation and administration of the Program shall be vested in the Compensation Committee. The Compensation Committee shall have all powers necessary to supervise the administration of the Program and control its operations.
(b)In addition to any powers and authority conferred on the Compensation Committee elsewhere in the Program or by law, the Compensation Committee shall have the following powers and authority:
(i)To delegate the day to day administration of the Program to the Group Plans Committee (as defined below) or such other agent as determined by the Compensation Committee;
(ii)To administer, interpret, construe and apply the Program and to answer all questions that may arise or that may be raised under the Program by an Employee, their beneficiary or any other person whatsoever;
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(iii)To apply the terms and conditions of the Program by requiring any Employee to enter into an enrollment form or subscription agreement that sets forth the terms and conditions of the Employee’s enrollment under the Program, the agreement, and any country-specific appendices thereto;
(iv)To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Program; and
(v)To perform or cause to be performed such further acts as it may deem to be necessary, appropriate or convenient for the operation of the Program.
(c) Any action taken in good faith by the Committee in the exercise of authority conferred upon it by the Program shall be conclusive and binding upon an Employee and their beneficiaries. All discretionary powers conferred upon the Committee shall be absolute.
(d) To the extent permitted by applicable law and the Program, the Committee may delegate its authority hereunder. To the extent any individual or group has been delegated duties or authority under the Program, such person or group shall be considered the Committee for purposes of the Program to the extent the individual or group is acting within the scope of the delegation.
6.2 LIMITATION ON LIABILITY. No member of the Board or Compensation Committee (or any other person or member of a group to which administrative authority or duties have been delegated, including members of the Fidelity National Information Services, Inc. Group Plans Committee (the “Group Plans Committee”) shall be subject to any liability with respect to his or her duties under this Program unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Compensation Committee (and each other person or member of a group to which administrative authority or duties have been delegated, including members of the Group Plans Committee) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the person’s conduct in the performance of his or her duties under this Program. For the avoidance of doubt, this Section 6.2 shall not be interpreted as limiting protections provided under the indemnification provisions in the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan.
ARTICLE VII
MISCELLANEOUS MATTERS
7.1 AMENDMENT AND TERMINATION. The Compensation Committee may amend, modify, or terminate the Program at any time. Notwithstanding the foregoing, no such amendment or termination shall affect rights previously granted, nor may an amendment make any change in any right previously granted which adversely affects the rights of any Employee without the consent of such Employee. The terms of the Program as amended and restated effective as of the Restatement Date shall not impact (i) the eligibility or terms of the equity awards granted by the Company prior to the Restatement Date or (ii) the rights of the Employees who satisfied the eligibility requirements under Section 3.1 and the notice requirements under Section 3.2, in each case, of the Program as in effect prior to the Restatement Date.
7.2 BENEFITS NOT ALIENABLE. Benefits under the Program may not be assigned or alienated, whether voluntarily or involuntarily, except as expressly permitted in the Program. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect.
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7.3 NO ENLARGEMENT OF EMPLOYEE RIGHTS. The Program is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Program shall be deemed to give the right to any Employee to be retained in the employ of the Employer or to interfere with the right of the Employer to discharge any Employee at any time.
7.4 GOVERNING LAW. The Program shall be construed in accordance with and governed by the laws of the State of Florida, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Program to the substantive law of another jurisdiction.
7.5 SECTION 409A COMPLIANCE. To the extent applicable, it is intended that the Plan, this Program and any applicable grant agreements (including any Eligible Equity Awards agreements) comply with the requirements of Section 409A and the Plan, this Program and any applicable grant agreements shall be interpreted accordingly. All payments made under this Program or an applicable grant agreement shall be deemed separate payments for purposes of Section 409A. For purposes of any payment hereunder in respect of restricted stock units or performance stock units subject to Section 409A, references to the Employee’s termination of employment (or words of like import) shall mean the Employee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)). Notwithstanding anything in the Plan, this Program, an applicable grant agreement or any employment agreement by and between the Employee and Employer to the contrary, if the Employee is a “specified employee” under Section 409A, no payment hereunder that is subject to Section 409A shall be made as a result of a “separation from service” of the Employee until the earlier of (i) the first business day following the six-month anniversary of the Employee’s separation from service or (ii) the date of the Employee’s death. To the extent permitted by Treasury Regulation Section 1.409A-3(j)(4)(ix), payment in respect of the restricted stock units and performance stock units subject to Section 4009A may be accelerated in connection with a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) without the consent of the Employee.
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Exhibit A
Illustrative Examples of Qualified Retirement
Below are examples of eligible and ineligible scenarios for a Qualified Early Retirement (*minimum age of 55, plus minimum years of service of 5 years, must total a minimum of 65 points) or a Qualified Full Retirement (*minimum age of 60, plus minimum years of service of 15 years, must total a minimum of 75r points):
• 55 years old + 10 years of service: 65 points – Eligible for Qualified Early Retirement, but ineligible for Qualified Full Retirement until 60th birthday and 15 years of service.
• 60 years old + 5 years of service: 65 points – Eligible for Qualified Early Retirement, but ineligible for Qualified Full Retirement until 75 points are reached.
• 60 years old + 2 years of service: 62 points – Ineligible for Qualified Early Retirement until 65 points reached and ineligible for Qualified Full Retirement until 75 points are reached.
• 65 years old + 2 years of service: 67 points – Ineligible for Qualified Early Retirement until 5 years of service and ineligible for Qualified Full Retirement until 15 years of service.
• 53 years old + 20 years of service: 73 points – Ineligible for Qualified Early Retirement until 55th birthday and ineligible for Qualified Full Retirement until 60th birthday.
• 60 years old + 15 years of service: 75 points – Eligible for Qualified Full Retirement.
• 55 years old + 25 years of service: 80 points – Eligible for Qualified Early Retirement, but ineligible for Qualified Full Retirement until 60th birthday.
• 65 years old + 10 years of service: 75 points – Eligible for Qualified Early Retirement, but ineligible for Qualified Full Retirement until 15 years of service.
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Exhibit 31.1
CERTIFICATIONS
I, Stephanie Ferris, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Fidelity National Information Services, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | May 7, 2024 | By: | /s/ Stephanie Ferris | ||||||||
| Stephanie Ferris | |||||||||||
| Chief Executive Officer | |||||||||||
Exhibit 31.2
CERTIFICATIONS
I, James Kehoe, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Fidelity National Information Services, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | May 7, 2024 | By: | /s/ James Kehoe | ||||||||
| James Kehoe | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350
The undersigned hereby certifies that he is the duly appointed and acting Chief Executive Officer of Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), and hereby further certifies as follows.
1.The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
2.The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.
| Date: | May 7, 2024 | By: | /s/ Stephanie Ferris | ||||||||
| Stephanie Ferris | |||||||||||
| Chief Executive Officer | |||||||||||
Exhibit 32.2
CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350
The undersigned hereby certifies that he is the duly appointed and acting Chief Financial Officer of Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), and hereby further certifies as follows.
1.The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
2.The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.
| Date: | May 7, 2024 | By: | /s/ James Kehoe | ||||||||
| James Kehoe | |||||||||||
| Chief Financial Officer | |||||||||||