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fis-20240630

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

Form 10-Q

_______________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from						to

Commission File No. 001-16427

_______________________________________________

Fidelity National Information Services, Inc.

(Exact name of registrant as specified in its charter)


Georgia		37-1490331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


347 Riverside Avenue
Jacksonville	Florida	32202
(Address of principal executive offices)		(Zip Code)

(904) 438-6000

(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Trading

Name of each exchange

Title of each class

Symbol(s)

on which registered

Common Stock, par value $0.01 per share

FIS

New York Stock Exchange

0.625% Senior Notes due 2025

FIS25B

New York Stock Exchange

1.500% Senior Notes due 2027

FIS27

New York Stock Exchange

1.000% Senior Notes due 2028

FIS28

New York Stock Exchange

2.250% Senior Notes due 2029

FIS29

New York Stock Exchange

2.000% Senior Notes due 2030

FIS30

New York Stock Exchange

3.360% Senior Notes due 2031

FIS31

New York Stock Exchange

2.950% Senior Notes due 2039

FIS39

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Table of Contents

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES ☐ NO ☒

As of August 2, 2024, 545,565,929 shares of the Registrant's Common Stock were outstanding.

FORM 10-Q

QUARTERLY REPORT

Quarter Ended June 30, 2024

INDEX


			Page
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Earnings (Loss)			3
Condensed Consolidated Statements of Comprehensive Earnings (Loss)			4
Condensed Consolidated Statements of Equity			5
Condensed Consolidated Statements of Cash Flows			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management 's Discussion and Analysis of Financial Condition and Results of Operations			31
Item 3. Quantitative and Qualitative Disclosure About Market Risks			41
Item 4. Controls and Procedures			42
Part II: OTHER INFORMATION
Item 1A. Risk Factors			42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			42
Item 5. Other Information			42
Item 6. Exhibits			42
Signatures			45

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	2,131	$	440
Settlement assets	530		617
Trade receivables, net of allowance for credit losses of $41 and $31, respectively	1,675		1,730
Other receivables	337		287
Receivable from related party	169		—
Prepaid expenses and other current assets	612		603
Current assets held for sale	997		10,111
Total current assets	6,451		13,788
Property and equipment, net	645		695
Goodwill	16,979		16,971
Intangible assets, net	1,508		1,823
Software, net	2,178		2,115
Equity method investment	4,086		—
Other noncurrent assets	1,591		1,528
Deferred contract costs, net	1,143		1,076
Noncurrent assets held for sale	17		17,109
Total assets	$	34,598	$	55,105
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities	$	1,854	$	1,859
Settlement payables	541		635
Deferred revenue	864		832
Short-term borrowings	—		4,760
Current portion of long-term debt	578		1,348
Current liabilities held for sale	949		8,884
Total current liabilities	4,786		18,318
Long-term debt, excluding current portion	10,584		12,970
Deferred income taxes	833		2,179
Other noncurrent liabilities	1,354		1,446
Noncurrent liabilities held for sale	—		1,093
Total liabilities	17,557		36,006

Equity:
FIS stockholders' equity:
Preferred stock $0.01 par value; 200 shares authorized, none issued and outstanding as of June 30, 2024, and December 31, 2023	—		—
Common stock $0.01 par value, 750 shares authorized, 633 and 631 shares issued as of June 30, 2024, and December 31, 2023, respectively	6		6
Additional paid in capital	47,024		46,935
(Accumulated deficit) retained earnings	(22,304)		(22,864)
Accumulated other comprehensive earnings (loss)	(413)		(260)
Treasury stock, $0.01 par value, 84 and 48 common shares as of June 30, 2024, and December 31, 2023, respectively, at cost	(7,276)		(4,724)
Total FIS stockholders' equity	17,037		19,093
Noncontrolling interest	4		6
Total equity	17,041		19,099
Total liabilities and equity	$	34,598	$	55,105

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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings (Loss)

(In millions, except per share amounts)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Revenue	$	2,489	$	2,424	$	4,957	$	4,821
Cost of revenue	1,538		1,519		3,091		3,086
Gross profit	951		905		1,866		1,735
Selling, general, and administrative expenses	609		553		1,182		1,073
Asset impairments	4		1		18		1
Other operating (income) expense, net - related party	(40)		—		(73)		—
Operating income (loss)	378		351		739		661
Other income (expense):
Interest expense, net	(43)		(160)		(120)		(302)
Other income (expense), net	(13)		(77)		(167)		(113)
Total other income (expense), net	(56)		(237)		(287)		(415)
Earnings (loss) before income taxes and equity method investment earnings (loss)	322		114		452		246
Provision (benefit) for income taxes	89		29		116		65
Equity method investment earnings (loss), net of tax	10		—		(76)		—
Net earnings (loss) from continuing operations	243		85		260		181
Earnings (loss) from discontinued operations, net of tax	1		(6,679)		709		(6,634)
Net earnings (loss)	244		(6,594)		969		(6,453)
Net (earnings) loss attributable to noncontrolling interest from continuing operations	(1)		(1)		(1)		(1)
Net (earnings) loss attributable to noncontrolling interest from discontinued operations	—		(1)		—		(2)
Net earnings (loss) attributable to FIS common stockholders	$	243	$	(6,596)	$	968	$	(6,456)

Net earnings (loss) attributable to FIS:
Continuing operations	$	242	$	84	$	259	$	180
Discontinued operations	1		(6,680)		709		(6,636)
Total	$	243	$	(6,596)	$	968	$	(6,456)
Basic earnings (loss) per common share attributable to FIS:
Continuing operations	$	0.44	$	0.14	$	0.46	$	0.30
Discontinued operations	—		(11.28)		1.25		(11.21)
Total	$	0.44	$	(11.14)	$	1.71	$	(10.91)
Diluted earnings (loss) per common share attributable to FIS:
Continuing operations	$	0.43	$	0.14	$	0.46	$	0.30
Discontinued operations	—		(11.28)		1.25		(11.21)
Total	$	0.44	$	(11.14)	$	1.71	$	(10.91)
Weighted average common shares outstanding:
Basic	554		592		565		592
Diluted	557		592		567		592

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

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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(In millions)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023

Net earnings (loss)	$	244	$	(6,594)	$	969	$	(6,453)
Other comprehensive earnings (loss), before tax:
Foreign currency translation adjustments	(15)		182		(151)		439
Change in fair value of net investment hedges	72		(125)		232		(421)
Excluded components of fair value hedges	(24)		(23)		(29)		(23)
Reclassification of foreign currency translation adjustments to net earnings (loss) from discontinued operations	—		—		(148)		—
Share of equity method investment other comprehensive earnings (loss)	(3)		—		—		—
Other adjustments	1		1		(5)		1
Other comprehensive earnings (loss), before tax	31		35		(101)		(4)
Provision for income tax (expense) benefit related to items of other comprehensive earnings (loss)	(12)		(2)		(52)		33
Other comprehensive earnings (loss), net of tax	19		33		(153)		29
Comprehensive earnings (loss)	263		(6,561)		816		(6,424)
Net (earnings) loss attributable to noncontrolling interest	(1)		(2)		(1)		(3)
Comprehensive earnings (loss) attributable to FIS common stockholders	$	262	$	(6,563)	$	815	$	(6,427)

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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

Three and six months ended June 30, 2024

(In millions, except per share amounts)

(Unaudited)


			Amount
			FIS Stockholders
									Accumulated
	Number of shares				Additional				other
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest		equity
Balances, March 31, 2024	632	(69)	$	6	$	46,968	$	(22,347)	$	(432)	$	(6,174)	$	4	$	18,025
Issuance of restricted stock	1	—	—		—		—		—		—		—		—
Purchases of treasury stock	—	(15)	—		—		—		—		(1,082)		—		(1,082)
Treasury shares held for taxes due upon exercise of stock awards	—	—	—		—		—		—		(20)		—		(20)
Stock-based compensation	—	—	—		56		—		—		—		—		56
Cash dividends declared ($0.36 per share per quarter) and other distributions	—	—	—		—		(200)		—		—		(1)		(201)
Sale of Worldpay noncontrolling interest	—	—	—		—		—		—		—		—		—
Net earnings (loss)	—	—	—		—		243		—		—		1		244
Other comprehensive earnings (loss), net of tax	—	—	—		—		—		19		—		—		19
Balances, June 30, 2024	633	(84)	$	6	$	47,024	$	(22,304)	$	(413)	$	(7,276)	$	4	$	17,041


			Amount
			FIS Stockholders
									Accumulated
	Number of shares				Additional				other
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest		equity
Balances, December 31, 2023	631	(48)	$	6	$	46,935	$	(22,864)	$	(260)	$	(4,724)	$	6	$	19,099
Issuance of restricted stock	2	—	—		—		—		—		—		—		—
Exercise of stock options	—	—	—		1		—		—		—		—		1
Purchases of treasury stock	—	(36)	—		—		—		—		(2,501)		—		(2,501)
Treasury shares held for taxes due upon exercise of stock awards	—	—	—		—		—		—		(51)		—		(51)
Stock-based compensation	—	—	—		88		—		—		—		—		88
Cash dividends declared ($0.36 per share per quarter) and other distributions	—	—	—		—		(408)		—		—		(1)		(409)
Sale of Worldpay noncontrolling interest	—	—	—		—		—		—		—		(2)		(2)
Net earnings (loss)	—	—	—		—		968		—		—		1		969
Other comprehensive earnings (loss), net of tax	—	—	—		—		—		(153)		—		—		(153)
Balances, June 30, 2024	633	(84)	$	6	$	47,024	$	(22,304)	$	(413)	$	(7,276)	$	4	$	17,041

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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

Three and six months ended June 30, 2023

(In millions, except per share amounts)

(Unaudited)


			Amount
			FIS Stockholders
									Accumulated
	Number of shares				Additional				other
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest		equity
Balances, March 31, 2023	631	(39)	$	6	$	46,802	$	(15,141)	$	(364)	$	(4,206)	$	7	$	27,104
Treasury shares held for taxes due upon exercise of stock awards	—	—	—		—		—		—		(1)		—		(1)
Stock-based compensation	—	—	—		44		—		—		—		—		44
Cash dividends declared ($0.52 per share per quarter) and other distributions	—	—	—		—		(311)		—		—		(2)		(313)
Net earnings (loss)	—	—	—		—		(6,596)		—		—		2		(6,594)
Other comprehensive earnings (loss), net of tax	—	—	—		—		—		33		—		—		33
Balances, June 30, 2023	631	(39)	$	6	$	46,846	$	(22,048)	$	(331)	$	(4,207)	$	7	$	20,273


			Amount
			FIS Stockholders
									Accumulated
	Number of shares				Additional				other
	Common	Treasury	Common		paid in		Retained		comprehensive		Treasury		Noncontrolling		Total
	shares	shares	stock		capital		earnings		earnings (loss)		stock		interest (1)		equity
Balances, December 31, 2022	630	(39)	$	6	$	46,735	$	(14,971)	$	(360)	$	(4,192)	$	8	$	27,226
Issuance of restricted stock	1	—	—		—		—		—		—		—		—
Exercise of stock options	—	—	—		40		—		—		—		—		40
Treasury shares held for taxes due upon exercise of stock awards	—	—	—		—		—		—		(15)		—		(15)
Stock-based compensation	—	—	—		64		—		—		—		—		64
Cash dividends declared ($0.52 per share per quarter) and other distributions	—	—	—		—		(621)		—		—		(4)		(625)
Other	—	—	—		7		—		—		—		—		7
Net earnings (loss)	—	—	—		—		(6,456)		—		—		3		(6,453)
Other comprehensive earnings (loss), net of tax	—	—	—		—		—		29		—		—		29
Balances, June 30, 2023	631	(39)	$	6	$	46,846	$	(22,048)	$	(331)	$	(4,207)	$	7	$	20,273

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

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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

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


	Six months ended June 30,
	2024		2023
Cash flows from operating activities:
Net earnings (loss)	$	969	$	(6,453)
Less earnings (loss) from discontinued operations, net of tax	709		(6,634)
Net earnings (loss) from continuing operations	260		181
Adjustment to reconcile net earnings (loss) from continuing operations to net cash provided by operating activities:
Depreciation and amortization	859		888
Amortization of debt issuance costs	11		15
Asset impairments	18		1
Loss on extinguishment of debt	174		—
Loss (gain) on sale of businesses, investments and other	32		(2)
Stock-based compensation	87		49
Loss from equity method investment	76		—
Deferred income taxes	(118)		(118)
Net changes in assets and liabilities, net of effects from acquisitions and foreign currency:
Trade and other receivables	124		152
Receivable from related party	(169)		—
Settlement activity	(3)		1
Prepaid expenses and other assets	(116)		(126)
Deferred contract costs	(234)		(185)
Deferred revenue	(6)		(13)
Accounts payable, accrued liabilities and other liabilities	(243)		(76)
Net cash provided by operating activities from continuing operations	752		767
Cash flows from investing activities:
Additions to property and equipment	(43)		(66)
Additions to software	(342)		(305)
Settlement of net investment hedge cross-currency interest rate swaps	(8)		(17)
Net proceeds from sale of businesses and investments	12,796		—
Cash divested from sale of business	(3,137)		—
Acquisitions, net of cash acquired	(56)		—
Other investing activities, net	(42)		(28)
Net cash provided by (used in) investing activities	9,168		(416)
Cash flows from financing activities from continuing operations:
Borrowings	13,441		43,749
Repayment of borrowings and other financing obligations	(21,396)		(44,496)
Debt issuance costs	—		(2)
Net proceeds from stock issued under stock-based compensation plans	1		40
Treasury stock activity	(2,522)		(15)
Dividends paid	(409)		(618)
Purchase of noncontrolling interest	—		(173)
Other financing activities, net	40		(7)
Net cash provided by (used in) financing activities from continuing operations	(10,845)		(1,522)
Discontinued operations
Net cash provided by (used in) operating activities	(345)		952
Net cash provided by (used in) investing activities	(39)		(175)
Net cash provided by (used in) financing activities	(65)		(175)
Net cash provided by (used in) discontinued operations	(449)		602
Effect of foreign currency exchange rate changes on cash from continuing operations	(19)		22
Effect of foreign currency exchange rate changes on cash from discontinued operations	(26)		95
Net increase (decrease) in cash, cash equivalents and restricted cash	(1,419)		(452)
Cash, cash equivalents and restricted cash, beginning of period	4,414		4,813
Cash, cash equivalents and restricted cash, end of period	$	2,995	$	4,361
Supplemental cash flow information:
Cash paid for interest	$	324	$	396
Cash paid for income taxes	$	335	$	269

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

Table of Contents

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

(1) Basis of Presentation

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

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

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

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

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

Certain reclassifications have been made in the 2023 consolidated financial statements to conform to the classifications used in 2024. The consolidated statements of cash flows for the six months ended June 30, 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 six months ended June 30, 2023, has been reclassified to conform to the 2024 presentation.

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

Table of Contents

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 2024. See our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for a complete summary of our significant accounting policies.

Equity Method Investment

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

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

(3) Discontinued Operations

Sale of Worldpay Merchant Solutions Business

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

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

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	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Major components of earnings (loss) from discontinued operations before income taxes:
Revenue	$	4	$	1,322	$	406	$	2,435
Cost of revenue	(2)		(670)		(64)		(1,270)
Selling, general, and administrative expenses	—		(479)		(155)		(965)
Asset impairments	—		(6,840)		—		(6,840)
Interest income (expense), net	—		7		1		11
Other, net	(1)		23		(4)		48
Earnings (loss) from discontinued operations related to major components of pretax earnings (loss)	1		(6,637)		184		(6,581)
Loss on sale of disposal group	—		—		(466)		—
Earnings (loss) from discontinued operations	1		(6,637)		(282)		(6,581)
Provision (benefit) for income taxes	—		43		(991)		55
Earnings (loss) from discontinued operations, net of tax attributable to FIS	$	1	$	(6,680)	$	709	$	(6,636)

A loss on sale of disposal group of $466 million was recorded upon closing of the Worldpay Sale and reflects the impact of the excess of the carrying value of the disposal group over the estimated fair value less cost to sell. Upon closing of the Worldpay Sale, the Company also recorded a tax benefit of $991 million primarily from the write-off of U.S. deferred tax liabilities that were not transferred in the Worldpay Sale, net of the estimated U.S. tax cost that the Company expects to incur as a result of the Worldpay Sale. The estimated U.S. tax cost remains unchanged from the amount recorded as of March 31, 2024, based on available data and management determinations as of June 30, 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 U.S. tax cost.

The following table represents the major classes of assets and liabilities of the disposal group classified as held for sale presented in the consolidated balance sheets as of June 30, 2024, and December 31, 2023 (in millions). Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell and are not depreciated or amortized.

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	June 30, 2024		December 31, 2023
Major classes of assets included in discontinued operations:
Cash and cash equivalents	$	43	$	1,380
Settlement assets	951		6,727
Trade receivables, net of allowance for credit losses of $— and $52	3		1,843
Prepaid expenses and other current assets	—		161
Total current assets	997		10,111
Property and equipment, net	—		207
Goodwill	15		10,906
Intangible assets, net	—		5,971
Software, net	—		1,321
Other noncurrent assets	2		613
Total noncurrent assets	17		19,018
Less valuation allowance	—		(1,909)
Total assets of the disposal group classified as held for sale	$	1,014	$	27,220


Major classes of liabilities included in discontinued operations:
Accounts payable, accrued and other liabilities	$	3	$	998
Settlement payables (1)	946		7,821
Other current liabilities	—		65
Total current liabilities	949		8,884
Deferred income taxes	—		599
Other noncurrent liabilities	—		494
Total noncurrent liabilities	—		1,093
Total liabilities of the disposal group classified as held for sale	$	949	$	9,977

(1)As of June 30, 2024, Settlement payables includes $116 million due to Worldpay, which is a related party.

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Settlement Assets

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


	June 30, 2024		December 31, 2023
Settlement assets
Settlement deposits	$	—	$	56
Merchant float	821		2,594
Settlement receivables	130		4,077
Total Settlement assets	$	951	$	6,727

Held-for-sale Disposal Group Measurement

The net assets held for sale as of June 30, 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 June 30, 2024, we own 45% of Worldpay. This investment is reflected in Equity method investment on our June 30, 2024, consolidated balance sheet. During the five-month period from February 1, 2024, through June 30, 2024, the Company's share of the net income of Worldpay and our investor-level tax impact is reported as Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss). During the three months ended June 30, 2024, we received distributions of $29 million from Worldpay, which are recorded in Other investing activities, net on the consolidated statement of cash flows for the six months ended June 30, 2024.

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


	Three months		Five months
	ended		ended
	June 30, 2024		June 30, 2024
Revenue	$	1,349	$	2,181
Gross profit	$	668	$	1,053
Earnings (loss) before income taxes	$	3	$	(227)
Net earnings (loss) attributable to Worldpay	$	(28)	$	(271)
FIS share of net earnings (loss) attributable to Worldpay, net of tax (1)	$	10	$	(76)

(1)For the three- and five-month periods ended June 30, 2024, this amount is net of $22 million and $45 million, respectively, of investor-level tax benefit.

Continuing Involvement with Discontinued Operations and Related-Party Transactions

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

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and (in the case of an IPO) public float requirements, which requirements will fall away following the sixth anniversary of the closing.

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

During the three- and five-month periods ended June 30, 2024, pass-through costs of $132 million and $247 million, respectively, were incurred under the ELA, and third-party pass-through costs of $36 million and $93 million, respectively, were incurred under the TSA, and were netted against the equal and offsetting reimbursement amounts due from Worldpay. Additionally, during the three- and five-month periods ended June 30, 2024, net TSA services income of $40 million and $73 million, respectively, was recognized in Other operating (income) expense, net - related party, with approximately two-thirds of the corresponding expense recorded in Cost of revenue and the remainder recorded in Selling, general and administrative expense in the consolidated statement of earnings (loss). Revenue earned during the three- and five-month periods ended June 30, 2024, from various commercial services provided to Worldpay was $32 million and $55 million respectively.

For the three- and five-month periods ended June 30, 2024, we collected net cash of $272 million and $411 million, respectively, related to the ELA, TSA and commercial agreements with Worldpay. As of June 30, 2024, we recorded a receivable of $169 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. As of June 30, 2024, $58 million included in our related-party receivable is 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 June 30, 2024, we recorded a settlement payable of $116 million in Current liabilities held for sale on the consolidated balance sheet for amounts to be settled from our RealNet subsidiary to Worldpay. The settlement payable by RealNet to Worldpay is generally paid to Worldpay's submerchants on behalf of Worldpay via ACH within five business days according to payment instructions provided by Worldpay. As of June 30, 2024, we also recorded other payables to Worldpay of $36 million in Accounts payable, accrued and other liabilities on the consolidated balance sheet. These amounts are generally payable within 30 days.

(5) Virtus Acquisition

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

(6) Revenue

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

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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.

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



			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	1,470	$	452	$	23	$	1,945
All others	240		270		34		544
Total	$	1,710	$	722	$	57	$	2,489

Type of Revenue:
Recurring revenue:
Transaction processing and services	$	1,270	$	366	$	43	$	1,679
Software maintenance	90		143		1		234
Other recurring	68		22		9		99
Total recurring	1,428		531		53		2,012

Software license	37		91		—		128
Professional services	136		99		1		236
Other non-recurring fees	109		1		3		113
Total	$	1,710	$	722	$	57	$	2,489

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



			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	1,437	$	424	$	47	$	1,908
All others	229		248		39		516
Total	$	1,666	$	672	$	86	$	2,424

Type of Revenue:
Recurring revenue:
Transaction processing and services	$	1,235	$	346	$	65	$	1,646
Software maintenance	91		130		—		221
Other recurring	62		20		10		92
Total recurring	1,388		496		75		1,959

Software license	19		79		—		98
Professional services	156		97		2		255
Other non-recurring fees (1)	103		—		9		112
Total	$	1,666	$	672	$	86	$	2,424

For the six months ended June 30, 2024 (in millions):


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	2,902	$	897	$	64	$	3,863
All others	492		531		71		1,094
Total	$	3,394	$	1,428	$	135	$	4,957

Type of Revenue:
Recurring revenue:
Transaction processing and services	$	2,534	$	736	$	90	$	3,360
Software maintenance	180		286		1		467
Other recurring	132		45		19		196
Total recurring	2,846		1,067		110		4,023

Software license	87		165		—		252
Professional services	268		195		2		465
Other non-recurring fees	193		1		23		217
Total	$	3,394	$	1,428	$	135	$	4,957

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For the six months ended June 30, 2023 (in millions):


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Primary Geographical Markets:
North America	$	2,857	$	849	$	95	$	3,801
All others	455		486		79		1,020
Total	$	3,312	$	1,335	$	174	$	4,821

Type of Revenue:
Recurring revenue:
Transaction processing and services	$	2,460	$	686	$	131	$	3,277
Software maintenance	181		260		1		442
Other recurring	116		39		20		175
Total recurring	2,757		985		152		3,894

Software license	30		152		—		182
Professional services	311		197		5		513
Other non-recurring fees (1)	214		1		17		232
Total	$	3,312	$	1,335	$	174	$	4,821

(1) December 31, 2023, was the final deadline for states to complete all benefit issuance under federally funded pandemic relief programs. Accordingly, revenue associated with services the Company provided related to these programs has been classified as Other non-recurring commencing in the fourth quarter of 2023, and related prior-period amounts have been reclassified from Transaction processing and services to Other non-recurring for comparability. Revenue associated with services the Company provided related to these programs was $11 million and $49 million for the three and six months ended June 30, 2023, respectively.

Contract Balances

The Company recognized revenue of $202 million and $184 million during the three months, and $528 million and $498 million during the six months, ended June 30, 2024 and 2023, respectively, that was included in the corresponding deferred revenue balance at the beginning of the periods.

Transaction Price Allocated to the Remaining Performance Obligations

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

(7) Condensed Consolidated Financial Statement Details

Cash and Cash Equivalents

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

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	June 30, 2024		December 31, 2023
Cash and cash equivalents on the consolidated balance sheets	$	2,131	$	440
Merchant float from discontinued operations included in current assets held for sale	821		2,594
Cash from discontinued operations included in current assets held for sale	43		1,380
Total Cash, cash equivalents and restricted cash per the consolidated statements of cash flows	$	2,995	$	4,414

Settlement Assets

The principal components of the Company's settlement assets on the consolidated balance sheets are as follows (in millions):


	June 30, 2024		December 31, 2023
Settlement assets
Settlement deposits	$	343	$	463
Settlement receivables	187		154
Total Settlement assets	$	530	$	617

Intangible Assets, Software and Property and Equipment

The following table provides details of Intangible assets, Software and Property and equipment as of June 30, 2024, and December 31, 2023 (in millions):


	June 30, 2024						December 31, 2023
	Cost		Accumulated depreciation and amortization		Net		Cost		Accumulated depreciation and amortization		Net
Intangible assets	$	6,449	$	4,941	$	1,508	$	6,468	$	4,645	$	1,823
Software	$	4,219	$	2,041	$	2,178	$	4,162	$	2,047	$	2,115
Property and equipment	$	2,086	$	1,441	$	645	$	2,074	$	1,379	$	695

As of June 30, 2024, Intangible assets, net of amortization, includes $1.4 billion of customer relationships and $77 million of trademarks and other intangible assets. Amortization expense with respect to Intangible assets was $159 million and $171 million for the three months, and $320 million and $342 million for the six months, ended June 30, 2024 and 2023, respectively.

Depreciation expense for property and equipment was $44 million and $41 million for the three months, and $88 million and $83 million for the six months, ended June 30, 2024 and 2023, respectively.

Amortization expense with respect to software was $144 million and $152 million for the three months, and $286 million and $304 million for the six months, ended June 30, 2024 and 2023, respectively

The Company recorded software impairments totaling $4 million for the three months, and $15 million for the six months, ended June 30, 2024, primarily related to the termination of certain internally developed software projects. The Company recorded less than $1 million of software impairments during the corresponding 2023 periods.

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Goodwill

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


			Capital		Corporate
	Banking		Market		And
	Solutions		Solutions		Other		Total
Balance, December 31, 2023	$	12,588	$	4,363	$	20	$	16,971
Goodwill attributable to acquisitions	5		36		—		41
Foreign currency adjustments	(14)		(19)		—		(33)
Balance, June 30, 2024	$	12,579	$	4,380	$	20	$	16,979

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

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

Equity Security Investments

The Company holds various equity securities without readily determinable fair values. These securities primarily represent strategic investments made by the Company, as well as investments obtained through acquisitions. Such investments totaled $197 million and $195 million at June 30, 2024, and December 31, 2023, respectively, and are included within Other noncurrent assets on the consolidated balance sheets. The Company accounts for these investments at cost, less impairment, and adjusts the carrying values for observable price changes from orderly transactions for identical or similar investments of the same issuer. These adjustments are generally considered Level 2-type fair value measurements. The Company records realized and unrealized gains and losses on these investments, as well as impairment losses, as Other income (expense), net on the consolidated statements of earnings (loss) and recorded net gains (losses) of $(3) million and $(32) million for the three months and $(4) million and $(34) million for the six months ended June 30, 2024 and 2023, respectively, related to these investments.

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Accounts Payable, Accrued and Other Liabilities

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


	June 30, 2024		December 31, 2023
Trade accounts payable	$	101	$	110
Accrued salaries and incentives	382		472
Accrued benefits and payroll taxes	105		106
Income taxes payables	203		17
Taxes other than income tax	306		301
Accrued interest payable	84		162
Operating lease liabilities	81		85
Related-party payables	36		—
Other accrued liabilities	556		606
Total Accounts payable, accrued and other liabilities	$	1,854	$	1,859

(8) Deferred Contract Costs

Origination and fulfillment costs from contracts with customers capitalized as of June 30, 2024, and December 31, 2023, consisted of the following (in millions):


	June 30, 2024		December 31, 2023
Contract costs on implementations in progress	$	307	$	291
Contract origination costs on completed implementations, net	599		542
Contract fulfillment costs on completed implementations, net	237		243
Total Deferred contract costs, net	$	1,143	$	1,076

Amortization of deferred contract costs on completed implementations was $83 million and $76 million during the three months and $166 million and $159 million during the six months ended June 30, 2024 and 2023, respectively.

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(9) Debt

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


	June 30, 2024
		Weighted
		Average
	Interest	Interest		June 30,		December 31,
	Rates	Rate (1)	Maturities	2024		2023
Fixed Rate Notes
Senior USD Notes	1.2% - 5.6%	3.7%	2025 - 2052	$	6,381	$	8,659
Senior Euro Notes	0.6% - 3.0%	2.7%	2024 - 2039	4,824		4,968
Senior GBP Notes	2.3% - 3.4%	9.7%	2029 - 2031	215		1,178
Revolving Credit Facility (2)		—%	2026	—		127
Financing obligations for certain hardware and software			2024 - 2026	75		96
Other (3)				(333)		(710)
Total long-term debt, including current portion				11,162		14,318
Current portion of long-term debt				(578)		(1,348)
Long-term debt, excluding current portion				$	10,584	$	12,970

(1)The weighted average interest rate includes the impact of the fair value basis adjustments due to interest rate swaps and the impact of cross-currency interest rate swaps designated as fair value hedges and excludes the impact of cross-currency interest rate swaps designated as net investment hedges (see Note 10). The impact of the included fair value basis adjustments and cross-currency interest rate swaps in certain cases results in an effective weighted average interest rate being outside the stated interest rate range on the fixed rate notes.

(2)Interest on the Revolving Credit Facility is generally payable at Secured Overnight Financing Rate ("SOFR") plus a 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 June 30, 2024, and December 31, 2023, consisted of the following (in millions):


	June 30, 2024
	Weighted
	Average
	Interest			June 30,		December 31,
	Rate		Maturities	2024		2023
Euro-commercial paper notes ("ECP Notes")	—	%	Up to 183 days	$	—	$	2,118
U.S. commercial paper notes ("USCP Notes")	—	%	Up to 397 days	—		2,642
Total Short-term borrowings				$	—	$	4,760

The Company is a party to interest rate swaps that, prior to de-designation as fair value hedges during the quarter ended September 30, 2023, converted a portion of its fixed-rate debt to variable-rate debt. As a result of the de-designations, the final fair value basis adjustments recorded through the dates of de-designation as a decrease of the long-term debt are subsequently amortized as interest expense using the effective interest method over the remaining periods to maturity of the respective long-term debt. The fair value basis adjustments reflected in Other in the long-term debt table above totaled $(245) million and $(594) million as of June 30, 2024, and December 31, 2023, respectively.

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

The Company has also entered into cross-currency interest rate swaps under which it agrees to receive interest in U.S. dollars in exchange for paying interest in a foreign currency. These are designated as net investment hedges. Although these cross-currency interest rate swaps are entered into as net investment hedges of its investments in certain of its non-U.S.

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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 June 30, 2024, the weighted average interest rate of the Company's outstanding debt was 3.6%, including the impact of fair value basis adjustments due to interest rate swaps and cross-currency interest rate swaps designated as fair value hedges, but excluding the impact of cross-currency interest rate swaps designated as net investment hedges. Including the impact of the net investment hedge cross-currency interest rate swaps on interest expense, the weighted average interest rate of the Company's outstanding debt was 2.8%.

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

The following table summarizes the amount of our long-term debt, including financing obligations for certain hardware and software, as of June 30, 2024, based on maturity date.


	Total
2024	$	569
2025	981
2026	1,268
2027	1,571
2028	1,649
Thereafter	5,457
Total principal payments	11,495
Other debt per the long-term debt table	(333)
Total long-term debt, including current portion	$	11,162

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

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

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

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

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

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

Commercial Paper

During the quarter ended March 31, 2024, the Company repaid its ECP Notes and USCP Notes using a portion of the net proceeds from the Worldpay Sale. The Company continues to maintain its ECP and USCP programs.

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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 June 30, 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 $1,032 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 June 30, 2024, and December 31, 2023, respectively.

(10) Financial Instruments

Fair Value Hedges

The Company held fixed-to variable interest rate swaps with aggregate notional amounts of $1,854 million, £925 million and €500 million at each of June 30, 2024, and December 31, 2023. Prior to the quarter ended September 30, 2023, these swaps were designated as fair value hedges for accounting purposes, converting the interest rate exposure on certain of the Company's Senior USD Notes, Senior GBP Notes and Senior Euro Notes, as applicable, from fixed to variable. While designated as fair value hedges, changes in fair value of these interest rate swaps were recorded as an adjustment to long-term debt. During the quarter ended September 30, 2023, the Company de-designated these swaps as fair value hedges. As a result of the de-designations, the final fair value basis adjustments recorded through the dates of de-designation as a decrease of the long-term debt are subsequently amortized as interest expense using the effective interest method over the remaining periods to maturity of the respective long-term debt. During March 2024, $316 million of unamortized fair value basis adjustments recorded as a decrease of the long-term debt tendered was written-off and recorded as part of the loss on extinguishment of debt (see Note 9). At June 30, 2024, the remaining unamortized fair value basis adjustments recorded as a decrease of the long-term debt totaled $245 million, with $14 million and $33 million amortized as Interest expense for the three and six months ended June 30, 2024, respectively (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 $(5) million for the three months and $(1) million for the six months ended June 30, 2024. The coupon payments are recorded within Other investing activities, net on the consolidated statements of cash flows and totaled $53 million in cash outflows for the six months ended June 30, 2024. The new and existing interest rate swap fair values totaled assets of $23 million and $12 million and liabilities of $(633) million and $(675) million as of June 30, 2024, and December 31, 2023, respectively.

During the quarter ended September 30, 2023, the Company entered into an aggregate notional amount of €3,375 million fixed-for-fixed cross-currency interest rate swaps to hedge its exposure to foreign currency risk associated with its Senior Euro Notes. During the quarter ended June 30, 2023, the Company entered into an aggregate notional amount of £925 million fixed-for-fixed cross-currency interest rate swaps to hedge its exposure to foreign currency risk associated with its Senior GBP Notes. These swaps are designated as fair value hedges for accounting purposes. During March 2024, the Company partially terminated certain fixed-for-fixed cross-currency interest rate swaps that were hedging foreign currency risk associated with its Senior GBP Notes that were partially tendered (see Note 9). After such partial termination, there remained an aggregate notional amount of approximately £170 million in fixed-for-fixed cross-currency interest rate swaps that hedge the Company's exposure to foreign currency risk associated with its Senior GBP Notes. The fair value of these swaps was a net liability of $(28) million and net asset of $134 million recorded at June 30, 2024, and December 31, 2023, respectively. Changes in the swap fair values attributable to changes in spot foreign currency exchange rates are recorded in Other income (expense), net and totaled $(26) million for the three months and $(113) million for the six months ended June 30, 2024, respectively. This amount

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offset the impact of changes in spot foreign currency exchange rates on the Senior GBP Notes and Senior Euro Notes also recorded to Other income (expense), net during the hedge period. Changes in swap fair values attributable to excluded components, such as changes in fair value due to forward foreign currency exchange rates and cross-currency basis spreads, are recorded in Accumulated other comprehensive earnings (loss) ("AOCI"). The Company recorded $(24) million for the three months and $(29) million for the six months ended June 30, 2024, through Other comprehensive earnings (loss) for the changes in swap fair values attributable to excluded components. The amounts recorded in AOCI generally affect net earnings (loss) through Interest expense using the amortization approach. For the three and six months ended June 30, 2024, $12 million and $23 million, respectively, 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 June 30,				Six months ended June 30,
	2024		2023		2024		2023
Foreign currency-denominated debt designations	$	6	$	(7)	$	33	$	(123)
Cross-currency interest rate swap designations	46		(84)		99		(189)
Total	$	52	$	(91)	$	132	$	(312)

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 €715 million and €1,115 million of Senior Euro Notes with maturities ranging from 2024 to 2025 was designated as a net investment hedge of the Company's investment in Euro-denominated operations as of June 30, 2024, and December 31, 2023, respectively. 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 €400 million and €1,500 million aggregate notional amount of foreign currency forward contracts as of June 30, 2024, and December 31, 2023, respectively, to economically hedge its exposure to foreign currency risk associated with Senior Euro Notes and ECP Notes that were previously de-designated as net investment hedges. The foreign currency forward contract fair values totaled a net liability of $(1) million and a net asset of $41 million at June 30, 2024, and December 31, 2023, respectively. Upon maturity of the forward contracts, the Company records the net proceeds paid or received within Other financing activities, net on the consolidated statement of cash flows. During the six months ended June 30, 2024, the Company received $13 million in net proceeds. The change in fair value of the foreign currency forward contracts is recorded as Other income (expense), net pursuant to accounting for economic hedges and offsets the impact of the change in spot foreign currency exchange rates on the de-designated Senior Euro Notes and ECP Notes, which is also recorded as Other income (expense), net.

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

The cross-currency interest rate swap fair values totaled assets of $61 million and $38 million and liabilities of $(52) million and $(240) million at June 30, 2024, and December 31, 2023, respectively.

During the six months ended June 30, 2024 and 2023, the Company (paid) received net proceeds of approximately $(8) million and $(17) 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.

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Brazilian Tax Authorities Claims

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

Indemnifications and Warranties

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

(12) Net Earnings (Loss) per Share

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

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The following table summarizes net earnings and net earnings per share attributable to FIS common stockholders for the three and six months ended June 30, 2024 and 2023 (in millions, except per share amounts):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net earnings (loss) from continuing operations attributable to FIS common stockholders	$	242	$	84	$	259	$	180
Net earnings (loss) from discontinued operations attributable to FIS common stockholders	1		(6,680)		709		(6,636)
Net earnings (loss) attributable to FIS common stockholders	$	243	$	(6,596)	$	968	$	(6,456)
Weighted average shares outstanding-basic	554		592		565		592
Plus: Common stock equivalent shares	3		—		2		—
Weighted average shares outstanding-diluted	557		592		567		592
Net earnings (loss) per share-basic from continuing operations attributable to FIS common stockholders	$	0.44	$	0.14	$	0.46	$	0.30
Net earnings (loss) per share-basic from discontinued operations attributable to FIS common stockholders	—		(11.28)		1.25		(11.21)
Net earnings (loss) per share-basic attributable to FIS common stockholders	$	0.44	$	(11.14)	$	1.71	$	(10.91)
Net earnings (loss) per share-diluted from continuing operations attributable to FIS common stockholders	$	0.43	$	0.14	$	0.46	$	0.30
Net earnings (loss) per share-diluted from discontinued operations attributable to FIS common stockholders	—		(11.28)		1.25		(11.21)
Net earnings (loss) per share-diluted attributable to FIS common stockholders	$	0.44	$	(11.14)	$	1.71	$	(10.91)

The diluted net loss per share for the three and six months ended June 30, 2023, did not include the effect of common stock equivalent shares of 2 million and 1 million, respectively, because the effect would have been anti-dilutive. Options to purchase approximately 7 million and 9 million shares of our common stock during the three months, and 7 million and 9 million during the six months, ended June 30, 2024 and 2023, respectively, were not included in the computation of diluted earnings per share because they were anti-dilutive.

In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock. In August 2024, our Board of Directors approved a separate, incremental share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. Neither of these repurchase programs has an expiration date, and either program may be suspended for periods, amended or discontinued at any time. Approximately 20 million shares remained available for repurchase under the January 2021 program as of June 30, 2024, and the Company will exhaust its authorization under this program prior to repurchasing shares under the new program.

(13) Segment Information

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

Banking Solutions ("Banking")

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

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opportunities for further investments in innovation, integration, information and security, and compliance in a cost-effective manner.

Capital Market Solutions ("Capital Markets")

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

Corporate and Other

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

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


	Three months ended				Six months ended
	June 30,				June 30,
	2024		2023		2024		2023

Acquisition and integration	$	24	$	5	$	49	$	11
Enterprise transformation, including Future Forward and platform modernization	56		74		129		145
Severance and other termination expenses	9		19		27		42
Separation of the Worldpay Merchant Solutions business	80		2		109		2
Incremental stock compensation directly attributable to specific programs	15		4		26		4
Other, including divestiture-related expenses and enterprise cost control and other initiatives	2		9		4		9
Total acquisition, integration and other costs	$	186	$	113	$	344	$	213

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,

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net other income (expense), income tax provision (benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs that do not constitute normal, recurring, cash operating expenses necessary to operate our business. The items affecting the segment profit measure generally include the purchase price amortization of acquired intangible assets, as well as acquisition, integration and certain other costs and asset impairments. These costs and adjustments are recorded in the Corporate and Other segment for the periods discussed below. Adjusted EBITDA for the respective segments excludes the foregoing costs and adjustments.

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

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


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Revenue	$	1,710	$	722	$	57	$	2,489
Operating expenses	(1,106)		(452)		(553)		(2,111)
Depreciation and amortization (including purchase accounting amortization)	161		97		172		430
Acquisition, integration and other costs	—		—		186		186
Asset impairments	—		—		4		4
Adjusted EBITDA	$	765	$	367	$	(134)	$	998

Adjusted EBITDA							$	998
Depreciation and amortization							(262)
Purchase accounting amortization							(168)
Acquisition, integration and other costs							(186)
Asset impairments							(4)
Interest expense, net							(43)
Other income (expense), net							(13)
(Provision) benefit for income taxes							(89)
Equity method investment earnings (loss), net of tax							10
Net earnings (loss) from discontinued operations, net of tax							1
Net earnings attributable to noncontrolling interest							(1)
Net earnings (loss) attributable to FIS common stockholders							$	243
Capital expenditures	$	109	$	70	$	4	$	183

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


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Revenue	$	1,666	$	672	$	86	$	2,424
Operating expenses	(1,096)		(423)		(554)		(2,073)
Depreciation and amortization (including purchase accounting amortization)	153		88		198		439
Acquisition, integration and other costs	—		—		113		113
Asset impairments	—		—		1		1
Indirect Worldpay business support costs	—		—		41		41
Adjusted EBITDA	$	723	$	337	$	(115)	$	945

Adjusted EBITDA							$	945
Depreciation and amortization							(264)
Purchase accounting amortization							(175)
Acquisition, integration and other costs							(113)
Asset impairments							(1)
Indirect Worldpay business support costs							(41)
Interest expense, net							(160)
Other income (expense), net							(77)
(Provision) benefit for income taxes							(29)
Net earnings (loss) from discontinued operations, net of tax							(6,679)
Net earnings attributable to noncontrolling interest							(2)
Net earnings attributable to FIS common stockholders							$	(6,596)
Capital expenditures (1)	$	97	$	63	$	37	$	197

(1) Capital expenditures include $20 million in other financing obligations for certain hardware.

For the six months ended June 30, 2024 (in millions):


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Revenue	$	3,394	$	1,428	$	135	$	4,957
Operating expenses	(2,204)		(925)		(1,089)		(4,218)
Depreciation and amortization (including purchase accounting amortization)	321		199		339		859
Acquisition, integration and other costs	—		—		344		344
Asset impairments	—		—		18		18
Indirect Worldpay business support costs	—		—		14		14
Adjusted EBITDA	$	1,511	$	702	$	(239)	$	1,974

Adjusted EBITDA							$	1,974
Depreciation and amortization							(525)
Purchase accounting amortization							(334)
Acquisition, integration and other costs							(344)
Asset impairments							(18)
Indirect Worldpay business support costs							(14)
Interest expense,net							(120)
Other income (expense), net							(167)
(Provision) benefit for income taxes							(116)
Equity method investment earnings (loss), net of tax							(76)
Net earnings (loss) from discontinued operations, net of tax							709
Net earnings attributable to noncontrolling interest							(1)
Net earnings (loss) attributable to FIS common stockholders							$	968
Capital expenditures	$	227	$	146	$	12	$	385

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For the six months ended June 30, 2023 (in millions):


			Capital
	Banking		Market		Corporate
	Solutions		Solutions		and Other		Total
Revenue	$	3,312	$	1,335	$	174	$	4,821
Operating expenses	(2,225)		(859)		(1,076)		(4,160)
Depreciation and amortization (including purchase accounting amortization)	307		181		398		886
Acquisition, integration and other costs	—		—		213		213
Asset impairments	—		—		1		1
Indirect Worldpay business support costs	—		—		83		83
Adjusted EBITDA	$	1,394	$	657	$	(207)	$	1,844

Adjusted EBITDA							$	1,844
Depreciation and amortization							(535)
Purchase accounting amortization							(351)
Acquisition, integration and other costs							(213)
Asset impairments							(1)
Indirect Worldpay business support costs							(83)
Interest expense, net							(302)
Other income (expense), net							(113)
(Provision) benefit for income taxes							(65)
Net earnings (loss) from discontinued operations, net of tax							(6,634)
Net earnings attributable to noncontrolling interest							(3)
Net earnings attributable to FIS common stockholders							$	(6,456)
Capital expenditures (1)	$	194	$	127	$	70	$	391

(1) Capital expenditures include $20 million in other financing obligations for certain hardware.

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

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

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

•changes in general economic, business and political conditions, including those resulting from COVID-19 or other pandemics, a recession, intensified or expanded international hostilities, acts of terrorism, increased rates of inflation or interest, changes in either or both the United States and international lending, capital and financial markets or currency fluctuations;

•the risk that acquired businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated;

•the risk that cost savings and synergies anticipated to be realized from acquisitions may not be fully realized or may take longer to realize than expected or that costs may be greater than anticipated;

•the risks of doing business internationally;

•the effect of legislative initiatives or proposals, statutory changes, governmental or applicable regulations and/or changes in industry requirements, including privacy and cybersecurity laws and regulations;

•the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in, or new laws or regulations affecting, the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;

•changes in the growth rates of the markets for our solutions;

•the amount, declaration and payment of future dividends is at the discretion of our Board of Directors and depends on, among other things, our investment opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions;

•the amount and timing of any future share repurchases is subject to, among other things, our share price, our other investment opportunities and cash requirements, our results of operations and financial condition, our future prospects and other factors that may be considered relevant by our Board of Directors and management;

•failures to adapt our solutions to changes in technology or in the marketplace;

•internal or external security or privacy breaches of our systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;

•the risk that implementation of software, including software updates, for customers or at customer locations or employee error in monitoring our software and platforms may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;

•the risk that partners and third parties may fail to satisfy their legal obligations to us;

•risks associated with managing pension cost, cybersecurity issues, IT outages and data privacy;

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•the reaction of current and potential customers to communications from us or regulators regarding information security, risk management, internal audit or other matters;

•risks associated with the expected benefits and costs of the separation of the Worldpay Merchant Solutions business, including the risk that the expected benefits of the transaction or any contingent purchase price will not be realized within the expected timeframe, in full or at all, or that dis-synergies may be greater than anticipated;

•the risk that the costs of restructuring transactions and other costs incurred in connection with the separation of the Worldpay business will exceed our estimates or otherwise adversely affect our business or operations;

•the impact of the separation of Worldpay on our businesses, including the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties;

•the risk that the earnings from our minority stake in the Worldpay business will be less than we anticipate;

•competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development of new disruptive technologies competing with one or more of our solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions we provide to many of our customers;

•the failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our ability to attract new, or retain existing, customers;

•an operational or natural disaster at one of our major operations centers;

•failure to comply with applicable requirements of payment networks or changes in those requirements;

•fraud by bad actors; and

•other risks detailed elsewhere in the "Risk Factors" and other sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our other filings with the Securities and Exchange Commission.

Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except as required by applicable law or regulation, we do not undertake (and expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

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

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.

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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, Australia, Brazil and Switzerland. In addition, the majority of our revenue has historically been recurring and has been provided under multi-year Banking and Capital Markets contracts that contribute relative stability to our revenue stream. These solutions, in general, are considered critical to our clients' operations. Professional services revenue is typically non-recurring, though recognition often occurs over time rather than at a point in time. Sales of software licenses are typically non-recurring with point-in-time recognition and are less predictable.

Lengthy sales cycles continued to persist during the first half of 2024, which we believe resulted from economic uncertainty. We also experienced, and continue to experience, relatively high rates of inflation in our primary markets, including increasing wage and benefits rates, which management believes is in part due to inflation and in part due to competitive job markets for the skilled employees who support our businesses, as well as increasing non-labor-related costs. The magnitude of future effects of economic uncertainty, including lengthy sales cycles, and inflation is difficult to predict, although these factors have had an adverse effect on our results of operations and, to the extent they persist, may continue to have a negative effect. Relatively high interest rates have had, and may continue to have, a negative impact on our interest expense. However, during the first quarter of 2024, and subsequent to June 30, 2024, we used a portion of the net proceeds from the Worldpay Sale to repay our borrowings under our commercial paper programs and reduce our long-term debt, which has decreased and will continue to decrease our interest expense from previous levels. Impacts of foreign currency fluctuations remained slightly favorable during the first half 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 continue to use the remaining proceeds to return additional capital to shareholders through our existing share repurchase authorization, as well as for general corporate purposes, including acquisitions, while maintaining an investment grade credit rating. In connection with the sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and minimizing potential 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.

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

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

U.S. bank failures could negatively impact our results to the extent more of our customers become illiquid; however, our current exposure to past bank closures is limited, and we may be a long-term beneficiary of these closures. As a leading provider of financial technology services to the top 100 U.S. banks by asset size as well as other global financial institutions, 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 is being affected by new market entrants and by an evolving regulatory environment. As financial institutions respond to these changes by seeking solutions to help them enhance their own offerings to consumers, including the ability to accept card-not-present payments in eCommerce and mobile environments, as well as contactless cards and mobile wallets at the point of sale, FIS believes that payment processors will seek to develop additional capabilities in order to serve clients' evolving needs. To facilitate this expansion, we believe that payment processors will need to enhance their technology platforms so they can deliver these capabilities and differentiate their offerings from other providers.

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

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

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compliance solutions to target this growth opportunity in the financial services industry. We also use certain of these solutions to manage our own risks.

Critical Accounting Policies and Estimates

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

Consolidated Results of Operations - Comparisons of three-month and six-month periods ended June 30, 2024 and 2023


	Three months ended June 30,										Six months ended June 30,
							$		%								$		%
	2024			2023			Change		Change		2024			2023			Change		Change
	(In millions)										(In millions)
Revenue	$	2,489		$	2,424		$	65	3	%	$	4,957		$	4,821		$	136	3	%
Cost of revenue	(1,538)			(1,519)			(19)		1		(3,091)			(3,086)			(5)		—
Gross profit	951			905			46		5		1,866			1,735			131		8
Gross profit margin	38		%	37		%					38		%	36		%
Selling, general and administrative expenses	(609)			(553)			(56)		10		(1,182)			(1,073)			(109)		10
Asset impairments	(4)			(1)			(3)		NM		(18)			(1)			(17)		NM
Other operating (income) expense, net - related party	(40)			—			(40)		NM		(73)			—			(73)		NM
Operating income	$	378		$	351		27		8		$	739		$	661		78		12
Operating margin	15		%	14		%					15		%	14		%

NM = Not meaningful

Revenue

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

Cost of Revenue, Gross Profit and Gross Profit Margin

Cost of revenue for the three and six months ended June 30, 2024, increased due to variable transaction processing and hosting expenses, partially offset by lower intangible asset amortization resulting primarily from using accelerated amortization methods which apply a declining rate over time. The lower intangible asset amortization and an increase in high-margin non-recurring revenue contributed to higher gross profit and gross profit margin.

Selling, General and Administrative Expenses

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

Asset Impairments

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

Other operating (income) expense, net - related party

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

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Operating Income and Operating Margin

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

Total Other Income (Expense), Net


	Three months ended June 30,							Six months ended June 30,
					$		%					$		%
	2024		2023		Change		Change	2024		2023		Change		Change
Other income (expense):	(In millions)							(In millions)
Interest expense, net	$	(43)	$	(160)	$	117	NM	$	(120)	$	(302)	$	182	NM
Other income (expense), net	(13)		(77)		64		NM	(167)		(113)		(54)		NM
Total other income (expense), net	$	(56)	$	(237)	181		NM	$	(287)	$	(415)	128		NM

NM = Not meaningful

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

Other income (expense), net for the periods presented consists of various income and expense items outside of the Company's operating activities, including foreign currency transaction remeasurement gains and losses; realized and unrealized gains and losses on equity security investments, including impairment losses on these investments; and fair value adjustments on certain non-operating assets and liabilities, including certain derivatives as further described in Note 10 to the consolidated financial statements. The six-month period ended June 30, 2024, included loss on extinguishment of debt of approximately $(174) million, as discussed in Note 9 to the consolidated financial statements. The three- and six-month periods ended June 30, 2023, included $32 million of impairment on an equity security investment which the Company agreed to sell for less than its carrying value subsequent to June 30, 2023.

Provision (Benefit) for Income Taxes


	Three months ended June 30,									Six months ended June 30,
							$		%							$		%
	2024			2023			Change		Change	2024			2023			Change		Change
	(In millions)									(In millions)
Provision (benefit) for income taxes	$	89		$	29		$	60	NM	$	116		$	65		$	51	NM
Effective tax rate	28		%	25		%				26		%	26		%

NM = Not meaningful

The increase in the effective tax rate for the three months ended June 30, 2024, was predominately driven by book-tax differences in the treatment of stock compensation awards. 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)


								Five months		Six months
	Three months ended June 30,							ended		ended
					$		%	June 30,		June 30,		$	%
	2024		2023		Change		Change	2024		2023		Change	Change
	(In millions)							(In millions)
Equity method investment earnings (loss), net of tax	$	10	$	—	$	10	NM	$	(76)	$	—	NM	NM

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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 June 30, 2024, we own 45% of Worldpay. During the period from February 1, through June 30, 2024, our share of the net income of Worldpay is reported as Equity method investment earnings (loss), net of tax, in the consolidated statement of earnings (loss) and reflects FIS' investor-level tax impact on its investment in Worldpay. See Note 4 to the consolidated financial statements for summary Worldpay financial information.

Discontinued Operations


	Three months ended June 30,						Six months ended June 30,
					$	%					$	%
	2024		2023		Change	Change	2024		2023		Change	Change
	(In millions)						(In millions)
Revenue	$	4	$	1,322	NM	NM	$	406	$	2,435	NM	NM
Earnings (loss) from discontinued operations related to major classes of pretax earnings (loss)	$	1	$	(6,637)	NM	NM	$	184	$	(6,581)	NM	NM
Pretax gain (loss) on the disposal of discontinued operations	$	—	$	—	NM	NM	$	(466)	$	—	NM	NM
Provision (benefit) for income taxes	$	—	$	43	NM	NM	$	(991)	$	55	NM	NM
Earnings (loss) from discontinued operations, net of tax	$	1	$	(6,680)	NM	NM	$	709	$	(6,636)	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.

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

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

For the six-month period ended June 30, 2024, pretax gain (loss) on the disposal of discontinued operations of $466 million was recorded upon the closing of the Worldpay Sale and reflects the impact of the excess of the carrying value of the disposal group to the estimated fair value less cost to sell.

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

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

Segment Results of Operations - Comparisons of three- and six-month periods ended June 30, 2024 and 2023

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

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

Banking Solutions


	Three months ended June 30,										Six months ended June 30,
							$		%								$		%
	2024			2023			Change		Change		2024			2023			Change		Change
	(In millions)										(In millions)
Revenue	$	1,710		$	1,666		$	44	3	%	$	3,394		$	3,312		$	82	2	%
Adjusted EBITDA	$	765		$	723		42		6		$	1,511		$	1,394		$	117	8
Adjusted EBITDA margin	44.8		%	43.4		%					44.5		%	42.1		%
Adjusted EBITDA margin basis points change	140										240

Three months ended June 30:

Revenue in our Banking segment increased 3% for the three months ended June 30, 2024. Recurring revenue contributed 2% to total segment growth, driven by higher transaction processing revenue. Non-recurring revenue contributed 2% to growth, as strong license sales and termination fee growth offset a decline in revenue from servicing federally funded pandemic relief programs. Professional services revenue contributed (1%) to segment growth.

Adjusted EBITDA increased year over year due to the revenue impacts noted above and the results of the Company's cost savings initiatives. Adjusted EBITDA margin expanded 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.

Six months ended June 30:

Revenue in our Banking segment increased 2% for the six months ended June 30, 2024. Recurring revenue contributed 2% to total segment growth, driven by higher transaction processing revenue. Non-recurring revenue contributed 1% to growth, as strong license sales and termination fee growth offset a decline in revenue from servicing federally funded pandemic relief programs. Professional services revenue contributed (1%) to segment growth.

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

Capital Market Solutions


	Three months ended June 30,										Six months ended June 30,
							$		%								$		%
	2024			2023			Change		Change		2024			2023			Change		Change
	(In millions)										(In millions)
Revenue	$	722		$	672		$	50	7	%	$	1,428		$	1,335		$	93	7	%
Adjusted EBITDA	$	367		$	337		30		9		$	702		$	657		45		7
Adjusted EBITDA margin	50.8		%	50.2		%					49.1		%	49.2		%
Adjusted EBITDA margin basis points change	60										(10)

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Three months ended June 30:

Revenue in our Capital Markets segment increased 7% for the three months ended June 30, 2024. Recurring revenue contributed 5% to total segment growth due to strong new sales momentum and continued movement to a SaaS-based recurring revenue model. Non-recurring revenue contributed 2% to total segment growth due primarily to strong license sales growth.

Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin expanded year over year, due primarily to the Company's operating leverage.

Six months ended June 30:

Revenue in our Capital Markets segment increased 7% for the six months ended June 30, 2024. Recurring revenue contributed 6% to total segment growth due to strong new sales momentum and continued movement to a SaaS-based recurring revenue model. Non-recurring revenue contributed 1% to total segment growth due primarily to strong license sales growth.

Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin remained approximately flat year over year.

Corporate and Other


	Three months ended June 30,								Six months ended June 30,
					$		%						$		%
	2024		2023		Change		Change		2024		2023		Change		Change
	(In millions)								(In millions)
Revenue	$	57	$	86	$	(29)	(33)	%	$	135	$	174	$	(39)	(22)	%
Adjusted EBITDA	$	(134)	$	(115)	(19)		17		$	(239)	$	(207)	(32)		15

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 June 30:

Revenue in our Corporate and Other segment decreased 33% for the three months ended June 30, 2024, due to the ramp down of non-strategic businesses.

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.

Six months ended June 30:

Revenue in our Corporate and Other segment decreased 22% for the six months ended June 30, 2024, due to the ramp down of non-strategic businesses.

Liquidity and Capital Resources

Cash Requirements

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

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As of June 30, 2024, the Company had $6.6 billion of available liquidity, including $2.1 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 2.8%. The Company repaid an aggregate principal amount of €500 million in 1.100% Senior Euro Notes at maturity on July 15, 2024.

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

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

A regular quarterly dividend of $0.36 per common share is payable on September 24, 2024, to shareholders of record as of the close of business on September 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.

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 $752 million and $767 million for the six month periods ended June 30, 2024 and 2023, respectively. Cash flows from operations decreased $15 million during the six months ended June 30, 2024, primarily due to timing of working capital, 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 $385 million and $371 million in capital expenditures (excluding other financing obligations for certain hardware and software) during the six-month periods ended June 30, 2024 and 2023, respectively. We expect to continue investing in software and in property and equipment to support our business.

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

During the three months ended June 30, 2024, we received distributions of $29 million from Worldpay recorded as investing cash flows. We expect to continue to receive regular cash distributions from Worldpay pursuant to the terms of the LLCA.

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Cash flows from investing also occasionally include cash received or paid relative to other activities that are not regularly recurring in nature.

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 June 30, 2024, in comparison to the table included in our Annual Report on Form 10-K for the year ended December 31, 2023, except as disclosed in Note 9 to the consolidated financial statements.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

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

Interest Rate Risk

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

Our fixed rate senior notes (as included in Note 9 to the consolidated financial statements) represent the majority of our fixed-rate long-term debt obligations as of June 30, 2024. The carrying value, excluding the fair value basis adjustments due to interest rate swaps described below and unamortized discounts, of our senior notes was $11.4 billion as of June 30, 2024. The fair value of our senior notes was approximately $10.4 billion as of June 30, 2024. The potential reduction in fair value of the senior notes from a hypothetical 10% increase in market interest rates would not be material to the overall fair value of the debt.

Our variable-rate risk principally relates to borrowings under our U.S. commercial paper program, Euro-commercial paper program, and Revolving Credit Facility (as included in Note 9 to the consolidated financial statements) (collectively, "variable-rate debt"). As of June 30, 2024, we had no variable-rate borrowings. At June 30, 2024, our weighted-average cost of debt was 2.8%, with a weighted-average maturity of 6.8 years, 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 may manage the exposure to these risks through a combination of normal operating activities and the use of foreign currency forward contracts and non-derivative and derivative instruments.

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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 $302 million and $308 million during the three months, and $599 million and $605 million during the six months, ended June 30, 2024 and 2023, respectively, in revenue denominated in currencies other than the U.S. Dollar. The major currencies to which our revenue is exposed are the British Pound Sterling, Euro, Brazilian Real, Australian Dollar, Swedish Krona and Indian Rupee. A 10% movement in average exchange rates for these currencies (assuming a simultaneous and immediate 10% change in all of such rates for the relevant period) would have resulted in the following increase or decrease in our reported revenue for the three and six months ended June 30, 2024 and 2023 (in millions):


	Three months ended June 30,				Six months ended June 30,
Currency	2024		2023		2024		2023
Pound Sterling	$	11	$	10	$	21	$	19
Euro	6		6		12		13
Real	3		4		6		7
Australian Dollar	2		2		4		4
Swedish Krona	2		2		3		4
Rupee	1		2		2		4
Total increase or decrease	$	25	$	26	$	48	$	51

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

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

Item 4. Controls and Procedures

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

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

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 June 30, 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)
April 1-30, 2024	6.6	$	71.90	$	472.1	27.7
May 1-31 2024	4.6	$	74.59	342.3		23.1
June 1-30, 2024	3.5	$	76.14	267.5		19.6
	14.7			$	1,081.9

(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 19.6 million shares remained available for repurchases as of June 30, 2024.

Item 5. Other Information

During the period covered by this report, none of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in 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

Form of Performance Stock Unit Award Agreement for the Chief Executive Officer and Chief Financial Officer (including total shareholder return modifier) under the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan for grants made in fiscal 2024. (1)

10.2

Form of Performance Stock Unit Award Agreement for executive officers (other than the Chief Executive Officer and Chief Financial Officer) under the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan for grants made in fiscal 2024. (1)

10.3

Form of Restricted Stock Unit Award Agreement for executive officers under the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan for grants made in fiscal 2024. (1)

10.4

Form of Restricted Stock Unit Award Agreement for executive officers under the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan for grants made in fiscal 2024 (including amendment to fiscal 2022 PSU Award Agreement). (1)

10.5

31.1

Certification of Stephanie Ferris, Chief Executive Officer of Fidelity National Information Services, Inc., pursuant to rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of James Kehoe, Chief Financial Officer of Fidelity National Information Services, Inc., pursuant to rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Incorporated by Reference

Exhibit

SEC File

Filed/ Furnished

No.

Exhibit Description

Form

Number

Exhibit

Filing Date

Herewith

32.1

Certification of Stephanie Ferris, Chief Executive Officer of Fidelity National Information Services, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of James Kehoe, Chief Financial Officer of Fidelity National Information Services, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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: August 6, 2024	By:	/s/ James Kehoe
		James Kehoe
		Chief Financial Officer


	FIDELITY NATIONAL INFORMATION SERVICES, INC.
Date: August 6, 2024	By:	/s/ Christopher Thompson
		Christopher Thompson
		Chief Accounting Officer (Principal Accounting Officer)

Document

EXHIBIT 10.1

Fidelity National Information Services, Inc.

Notice of Performance Stock Unit Grant

You (the “Grantee”) have been granted the following award of performance stock units (the “Performance Stock Units”) denominated in shares of common stock of Fidelity National Information Services, Inc. (the “Company”), par value $0.01 per share (“Shares”), pursuant to the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan (the “Plan”):


Grantee:			«Name»
Number of Performance Stock Units Granted:			«Shares»
Grant Date:			«Date»
Vesting and Period of Restriction:			See Exhibit A
Measurement Periods:			See Exhibit A

See the Performance Stock Unit Award Agreement and Plan Prospectus for the specific provisions related to this Notice of Performance Stock Unit Grant and other important information concerning this award.

Fidelity National Information Services, Inc.

2022 Omnibus Incentive Plan

Performance Stock Unit Award Agreement

Section 1. GRANT OF PERFORMANCE STOCK UNITS

(a) Performance Stock Unit. On the terms and conditions set forth in the Notice of Performance Stock Unit Grant (the “Grant”) and this Performance Stock Unit Award Agreement (this “Agreement”), the Company grants to the Grantee on the Grant Date the Performance Stock Units set forth in the Grant and the Grantee, by acceptance hereof, agrees to the terms and conditions of this Agreement.

(b) Plan and Defined Terms. The Performance Stock Units are granted pursuant to the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan (the “Plan”). All terms, provisions, and conditions applicable to the Performance Stock Units set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof or the Grant is inconsistent with a provision of the Plan, the provisions of the Plan shall govern. All capitalized terms that are used in the Grant or this Agreement and not otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.

Section 2. FORFEITURE; TRANSFER RESTRICTIONS; AND CHANGE IN CONTROL

(a) Forfeiture. The Performance Stock Units shall be subject to forfeiture until the Performance Stock Units vest in accordance with Exhibit A, except (i) in the case of death, Disability (as defined below), Qualified Full Retirement (as defined below), Qualified Early Retirement (as defined below), Qualified Involuntary Termination (as defined below), or Termination Without Cause (as defined below) of the Grantee or (ii) to the extent otherwise provided by this Agreement or the provisions of an employment agreement between the Company or its Subsidiary and the Grantee. All unvested Performance Stock Units shall be forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary for any reason, provided that:

(i)In the event of the Grantee’s death or Disability, the number of unvested Performance Stock Units determined in accordance with this Section 2(a)(i) shall vest as of the date of the Grantee’s death or Disability and become free of any forfeiture and transfer restrictions described in this Agreement, and as soon as practicable (and in no case more than 75 days) after the Grantee’s death or Disability, the Company will make payment to the Grantee in respect of the vested Performance Stock Units by delivering to the Grantee a number of Shares equal to the number of Performance Stock Units that vested in accordance with this Section 2(a)(i) or, in the sole discretion of the Company, in cash, in U.S. dollars or other currency (or a combination of cash and Shares thereof) less any required tax withholding pursuant to Section 7(b) of this Agreement. If the date of the Grantee’s death or Disability occurs on or after the final Measurement Period End Date (as set forth in Exhibit A), the number of Performance Stock Units that vest shall be determined based on actual performance results in respect of all of the performance goals in accordance with Exhibit A (including the TSR Modifier described in Exhibit A) (the “Performance Goals”) for the Measurement Periods (the “Actual Performance Achievement”). If the date of the Grantee’s death or Disability occurs prior to the final Measurement Period End Date, the number of Performance Stock Units that vest shall be (A) the number of the Banked Performance Stock Units (as defined in Exhibit A) in respect of any Measurement Period that has been completed as of the date of the Grantee’s death or Disability (without application of the TSR Modifier), and (B) the target number of outstanding Portion of Performance Stock Units Eligible to be Earned (as set forth in Exhibit A) in


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respect of any Measurement Period that has not been completed as of the date of the Grantee’s death or Disability (assuming the target level achievement of Performance Goals (the “Target Performance Achievement”)), shall vest and become free of any forfeiture restrictions described in this Agreement.

(ii)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Full Retirement prior to the vesting of the Performance Stock Units and if the unvested Performance Stock Units have been outstanding for a period of at least nine (9) months as of the date of the Grantee’s eligible retirement date specified in the Notice of Retirement (as defined below), then all such unvested Performance Stock Units shall continue to be earned and eligible to vest in accordance with Exhibit A (disregarding the continuous employment condition through the third anniversary of the Grant Date) and the terms of this Agreement. Any unvested Performance Stock Units that have been outstanding for a period of less than nine (9) months as of the Grantee’s eligible retirement date specified in the Notice of Retirement shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. If the Grantee gives Notice of Retirement meeting all of the requirements under the Qualified Retirement Equity Program (as defined below) and the Company specifies an approved retirement date that is prior to the date on which the Performance Stock Units have been outstanding for at least nine (9) months, such affected Performance Stock Units shall continue to be treated as an Eligible Equity Award (as defined in the Qualified Retirement Equity Program). Performance Stock Units that are earned and become vested pursuant to this Section 2(a)(ii) shall be paid on the Payment Date (as defined in Section 3 hereof) in accordance with Section 3 hereof. The continued vesting due to a Qualified Full Retirement described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement (including, upon request by the Company, the Grantee’s execution of a compliance certificate confirming the Grantee’s compliance with Section 6 of this Agreement) and the execution of a release of all claims against the Company and its affiliates and related parties in such form as is reasonably required by the Company. To be eligible for a Qualified Full Retirement, the Grantee must provide Notice of Retirement in accordance with the terms of the Qualified Retirement Equity Program.

(iii)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Early Retirement prior to the vesting of the Performance Stock Units (such date of termination, the “Early Retirement Date”), then such unvested Performance Stock Units shall be eligible to vest in accordance with Exhibit A (disregarding the continuous employment condition through the third anniversary of the Grant Date) and the terms of this Agreement with respect to (A) the aggregate number of the Banked Performance Stock Units (if any) in respect of any Measurement Period(s) completed prior to the Early Retirement Date and (B) the Portion of Performance Stock Units Eligible to be Earned in respect of the Measurement Period in which the Early Retirement Date occurs (x) that is first prorated (using the target number of shares underlying such portion) based on the ratio of the number of days that lapsed from the start date of the applicable Measurement Period through the Early Retirement Date, divided by the total number of days between the start date and the end date of the applicable Measurement Period, 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 Performance Stock Units Eligible to be Earned in respect of such Measurement Period) based on the achievement of the applicable performance goals in respect of such Measurement Period (such earned Performance Stock Units, as determined pursuant to clauses (A) and (B), “Early Retirement Pro-Rata PSUs”). Such Early Retirement Pro-Rata PSUs shall remain subject to the adjustment based on a TSR Modifier set forth in Exhibit A at the end of the final Measurement Period but shall not be subject to the Time-Based Restriction set forth in Exhibit A. For the avoidance of doubt, all other unvested Performance Stock Units as of the Early Retirement Date (including any Portion of Performance Stock Units Eligible to be Earned in excess of the prorated amount described in clause (x) above) shall be immediately forfeited for no


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consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. All Performance Stock Units that become vested pursuant to this Section 2(a)(iii) shall be paid on the Payment Date in accordance with Section 3 hereof. The vesting of any Performance Stock Units pursuant to a Qualified Early Retirement described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement (including, upon request by the Company, the Grantee’s execution of a compliance certificate confirming the Grantee’s compliance with Section 6 of this Agreement) and the execution of a release of all claims against the Company and its affiliates and related parties in such form as is reasonably required by the Company. To be eligible for a Qualified Early Retirement, the Grantee must provide Notice of Retirement in accordance with the terms of the Qualified Retirement Equity Program.

(iv)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Involuntary Termination prior to the vesting of the Performance Stock Units, then all such unvested Performance Stock Units as of the date of Grantee’s Qualified Involuntary Termination shall continue to be earned and eligible to vest with respect to the Performance Restriction in accordance with the terms of this Agreement for twelve (12) months immediately following the date of Grantee’s Qualified Involuntary Termination, at which point any unvested Performance Stock Units that have not become Banked Performance Stock Units as of the end of such twelve (12) month period shall be immediately forfeited for no consideration, and any unvested Performance Stock Units that have become Banked Performance Stock Units shall remain subject to the adjustment based on a TSR Modifier set forth in Exhibit A at the end of the final Measurement Period but shall not be subject to the Time-Based Restriction set forth in Exhibit A. All Performance Stock Units that become vested pursuant to this Section 2(a)(iv) shall be paid on the Payment Date in accordance with Section 3 hereof. The continued vesting due to a Qualified Involuntary Termination described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement.

(v)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Termination Without Cause prior to the vesting of the Performance Stock Units (other than if the Grantee is discharged by the Company for reasons related to the Grantee’s work performance, as determined by the Company in its sole discretion, including, without limitation, termination for poor job performance, misconduct or violation of Company policies or rules, in which case all unvested Performance Stock Units shall be forfeited for no consideration) and such termination is not a Qualified Involuntary Termination (such date of termination, the “Termination Date”), then such unvested Performance Stock Units shall be eligible to vest in accordance with Exhibit A (disregarding the continuous employment condition through the third anniversary of the Grant Date) and the terms of this Agreement with respect to (A) the aggregate number of the Banked Performance Stock Units (if any) in respect of any Measurement Period(s) completed prior to the Termination Date and (B) the Portion of Performance Stock Units Eligible to be Earned in respect of the Measurement Period in which the Termination Date occurs (x) that is first prorated (using the target number of shares underlying such portion) based on the ratio of the number of days that lapsed from the start date of the applicable Measurement Period through the Termination Date, divided by the total number of days between the start date and the end date of the applicable Measurement Period, 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 Performance Stock Units Eligible to be Earned in respect of such Measurement Period) based on the achievement of the applicable performance goals in respect of such Measurement Period (such earned Performance Stock Units, as determined pursuant to clauses (A) and (B), “Pro-Rata PSUs”). Such Pro-Rata PSUs shall remain subject to the adjustment based on a TSR Modifier set forth in Exhibit A at the end of the final Measurement Period but shall not be subject to the Time-Based Restriction set forth in Exhibit A. For the avoidance of doubt, all other unvested Performance Stock Units as of the Termination


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Date (including any Portion of Performance Stock Units Eligible to be Earned in excess of the prorated amount described in clause (x) above) shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. All Performance Stock Units that become vested pursuant to this Section 2(a)(v) shall be paid on the Payment Date in accordance with Section 3 hereof. The vesting of any Performance Stock Units pursuant to a Termination Without Cause described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement.

(vi)For purposes hereof:

(1)“Cause” shall have the meaning ascribed to such term in the Grantee’s employment agreement with the Company or its Subsidiary. If the Grantee’s employment agreement does not define the term “Cause,” or if the Grantee has not entered into an employment agreement with the Company or its Subsidiary, “Cause” shall mean (A) persistent failure to perform duties consistent with a commercially reasonable standard of care, (B) willful neglect of duties, (C) conviction of, or pleading guilty or nolo contendere to, criminal or other illegal activities involving dishonesty or moral turpitude, (D) commission of an act of fraud or an omission constituting fraud, (E) material breach of this Agreement, including without limitation, any breach of Section 6 of this Agreement, (F) material breach of the Company’s business policies, accounting practices, codes of conduct or standards of ethics, or (G) failure to materially cooperate with or impeding an investigation authorized by the Board.

(2)“Disabled” or “Disability” shall mean (i) the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Grantee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Grantee.

(3)“Good Reason” shall apply in this Agreement only if the Grantee has an employment agreement with the Company or its Subsidiary with an applicable Good Reason provision and shall have the meaning ascribed to that term in such employment agreement.

(4)“Qualified Early Retirement”1 shall mean the Grantee’s voluntary retirement from employment with the Company or its Subsidiary, upon six (6) months’ prior written notice to the Company (the “Notice of Retirement”) that is provided upon or after the Grantee’s attaining a minimum of sixty-five (65) “points” as determined upon the date of Notice of Retirement, comprised of the Grantee’s age upon the date of Notice of Retirement with a minimum age of fifty-five (55) years, plus the Grantee’s Years of Service upon the date of Notice of Retirement with a minimum of five (5) Years of Service.

1 Reflects the definition of a Qualified Early Retirement or Qualified Full Retirement for participants located in the United States. Eligibility definitions for a Qualified Early Retirement or Qualified Full Retirement may vary for 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 participants located outside of the United States and for the current notification process in place at the time you wish to provide Notice of Retirement.


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upon the date of Notice of Retirement, comprised of the Grantee’s age upon the date of Notice of Retirement with a minimum age of sixty (60) years, plus the Grantee’s Years of Service upon the date of Notice of Retirement with a minimum of fifteen (15) Years of Service.

(6) “Qualified Involuntary Termination” shall mean the Grantee’s Termination Without Cause at a time when the Grantee would have satisfied the age and service requirements for a Qualified Full Retirement on the date of termination.

(7)“Qualified Retirement Equity Program” shall mean the Company’s Amended and Restated Qualified Retirement Equity Program approved by the Company’s Compensation Committee effective as of January 30, 2024, as may be amended or restated from time to time.

(8)“Termination Without Cause” shall mean the involuntary termination of the Grantee’s employment by the Company or its Subsidiaries without Cause (and other than due to death or Disability).

(9)“Years of Service” shall mean the total consecutive and continuous service with the Company, a Subsidiary or a predecessor entity of the Company or its Subsidiary, as an Employee.

(vii)If any provision of this Section 2 conflicts with any provision of an employment agreement by and between the Grantee and the Company or its affiliate or Subsidiary, which is currently or then in effect, such conflicting provisions of the Grantee’s employment agreement shall supersede any such conflicting provisions in Section 2 of this Agreement to the extent they are more favorable to the Grantee.

(b) Transfer Restrictions. During the Period of Restriction, and until payment of Shares is made by the Company with respect to any vested Performance Stock Units pursuant to Section 3 of this Agreement, the Performance Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of.

(c) Lapse of Restrictions. The Period of Restriction shall lapse as to the Performance Stock Units in accordance with the Grant. For the avoidance of doubt, once Performance Stock Units vest, the Period of Restriction lapses as to those Performance Stock Units. Subject to the terms of the Plan and Sections 4(d) and 6(b) hereof, upon lapse of the Period of Restriction, the Grantee shall be entitled to payment in accordance with Section 3 hereof.

(d) Change in Control.

(i)Subject to Section 2(d)(ii) below, in the event of a Change in Control (including, for the avoidance of doubt, a Change in Control that occurs within three (3) months following an Involuntary Termination of the Grantee), (A) if the Measurement Periods have been completed prior to the Change in Control, any outstanding Performance Stock Units eligible to vest in respect of the Measurement Periods, but in respect to which payment has not been made, shall immediately vest in an amount equal to the number of Performance Stock Units eligible to vest based on the Actual Performance Achievement for the Measurement Periods, as determined by the Committee in its sole discretion prior to the Change in Control, and (B) if the Measurement Periods have not been completed prior to the Change in Control, all outstanding Performance Stock Units eligible to vest in respect of the Measurement Periods shall vest in an amount equal to the number of Performance Stock Units eligible to vest based on the greater of (1) the Target Performance Achievement for the Measurement Periods or (2) the projected actual performance


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results in respect of the Performance Goals for the Measurement Periods based on the level of projected achievement of the Performance Goals and TSR goals for the Measurement Periods that are reasonably determinable, as determined by the Committee in its sole discretion prior to the Change in Control, but, in each case, payment of such vested Performance Stock Units shall not be made in respect of any such vested Performance Stock Units until such time that the Performance Stock Units would have otherwise become payable in accordance with Section 3 of this Agreement (absent the occurrence of such Change in Control). Notwithstanding the preceding sentence, in the event of an Involuntary Termination of the Grantee within twenty-four (24) months following the Change in Control, payment shall be made in respect of any such vested Performance Stock Units (unless required to be made earlier pursuant to Section 3 hereof) as soon as practicable (and in no case more than thirty (30) days) after the date of such Involuntary Termination, subject to any delay in payment required by Section 7(j) of this Agreement.

(ii)If the outstanding Performance Stock Units that would otherwise vest pursuant to Section 2(d)(i) above are assumed (or a substantially equivalent award is substituted therefor) or otherwise remain outstanding following the Change in Control other than any Performance Stock Units in respect of which an Involuntary Termination of the Grantee occurred prior to a Change in Control, then all such Performance Stock Units shall, immediately prior to or upon such Change in Control, be converted into restricted stock units in respect of an equivalent number of Shares (or common securities of the acquirer or a parent thereof) subject only to the Time-Based Restriction (the “Converted RSUs”). Such Converted RSUs shall vest on the same terms as specified herein (absent the occurrence of such Change in Control); provided, that in the event of the Involuntary Termination of the Grantee within twenty-four (24) months following the Change in Control, such Converted RSUs shall immediately vest in full upon the date of such Involuntary Termination and payment shall be made in respect of any such vested Converted RSUs (unless required to be made earlier pursuant to Section 3 hereof) as soon as practicable (and in no case more than thirty (30) days) upon the date of such vesting date, subject to any delay in payment required by Section 7(j) of this Agreement.

Section 3. PAYMENT IN RESPECT OF PERFORMANCE STOCK UNITS

Except as specifically provided herein, as soon as practicable (and in no case more than thirty (30) days) after the third anniversary of the Grant Date (the “Payment Date”), the Company shall make payment to the Grantee in respect of the vested Performance Stock Units by delivering to the Grantee a number of Shares equal to the number of Performance Stock Units that vested or, in the sole discretion of the Company, in cash, in U.S. dollars or other currency, equal to the Fair Market Value on the Payment Date of the number of Performance Stock Units that vested (or a combination of cash and Shares thereof) less any required tax withholding pursuant to Section 7(b) of this Agreement.

Section 4. TRADING STOCK AND SHAREHOLDER RIGHTS; TRANSFER RESTRICTIONS; HOLDING REQUIREMENT FOLLOWING PERIOD OF RESTRICTION

(a)The Grantee is subject to insider trading liability if the Grantee is aware of material, nonpublic information when making a purchase or sale of Company stock. In addition, if the Grantee is an Officer (as defined in Rule 16a-1(f) of the Exchange Act or appointed by the Board), or someone designated as an “insider” by the Company, the Grantee is subject to blackout restrictions that prevent the sale of Company stock during certain time periods referred to as “blackout periods.” A recurring “blackout period” begins at the close of the market on the 15th day of the third month of each calendar quarter and ends two (2) trading days following the Company’s earnings release.


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(b)Prior to the Payment Date, the Grantee shall not have any rights as a shareholder of the Company in connection with these Performance Stock Units and the Grantee’s interest in the Performance Stock Units shall make the Grantee only a general, unsecured creditor of the Company, unless and until the Shares are distributed to the Grantee. Following delivery of Shares upon the Payment Date, the Grantee shall have all rights as a shareholder with respect to such Shares.

(c)The Grantee may also be subject to the Company’s hedging and pledging policy. For designated executive officers, the policy prohibits (i) directly or indirectly engaging in hedging or monetization transactions with the Performance Stock Units and Company stock; (ii) engaging in short sale transactions with the Performance Stock Units and Company stock; and (iii) pledging the Performance Stock Units and Company stock as collateral for a loan, including through the use of traditional margin accounts with a broker. For the Grantee who is not such designated executive officer, the policy prohibits (i) directly or indirectly engaging in hedging or monetization transactions with the Performance Stock Units and Company stock and (ii) engaging in short sale transactions with the Performance Stock Units and Company stock.

(d)If and when the Grantee is an Officer (as defined in Rule 16a-1(f) of the Exchange Act or appointed by the Board), the Grantee may not sell, assign, pledge, exchange, hypothecate or otherwise transfer, encumber or dispose of fifty percent (50%) of any Shares paid to the Grantee as of the Payment Date pursuant to Section 3 (net of any shares required to be sold, withheld or otherwise to satisfy tax withholding pursuant to Section 7(b)), until such time as the officer’s total equity holdings satisfy the equity ownership guidelines adopted by the Compensation Committee of the Board; provided, however, that this Section 4(d) shall not prohibit the Grantee from exchanging or otherwise disposing of Shares in connection with a Change in Control or other transaction in which Shares held by other Company shareholders are required to be exchanged or otherwise disposed.

SECTION 5. DIVIDEND EQUIVALENTS

(a) Any dividend equivalents earned with respect to Performance Stock Units that remain subject to a Period of Restriction shall not be paid to the Grantee but shall be held by the Company.

(b) Such held dividend equivalents shall be subject to the same Period of Restriction as the Performance Stock Units to which they relate.

(c) Any dividend equivalents held pursuant to this Section 5 which are attributable to Performance Stock Units that vest pursuant to this Agreement shall be paid to the Grantee at the same time payment is made hereunder with respect to such Performance Stock Units.

(d) Dividend equivalents attributable to Performance Stock Units forfeited pursuant to Section 2 of this Agreement shall be forfeited to the Company for no consideration on the date such Performance Stock Units are forfeited.

Section 6. GRANTEE OBLIGATIONS; RESTRICTIVE COVENANTS


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In consideration for the benefits provided herein, the Grantee agrees to abide by the following terms:

(a) Confidential Information. The Grantee has occupied a position of trust and confidence and has had access to substantial information about the Company and its affiliates and Subsidiaries, and their operations, that is confidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and the financial positions and financing arrangements of the Company and its affiliates and Subsidiaries. The Grantee agrees that all such information is proprietary or confidential or constitutes trade secrets and is the sole property of the Company and/or its affiliates and Subsidiaries, as the case may be. The Grantee shall keep confidential and, outside the scope of the Grantee’s duties and responsibilities with the Company and its affiliates and Subsidiaries, shall not reproduce, copy or disclose to any other person or firm, any such information or any documents or information relating to the Company’s or its affiliates’ methods, processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or records, or any other documents used or owned by the Company or any of its affiliates or Subsidiaries, nor shall the Grantee advise, discuss with or in any way assist any other person, firm or entity in obtaining or learning about any of the items described in this section. Accordingly, at all times before and after the termination of the Grantee’s employment, for any reason, the Grantee shall not disclose, or permit or encourage anyone else to disclose, any such information, nor shall the Grantee use any such information, either alone or with others, outside the scope of the Grantee’s duties and responsibilities with the Company and its affiliates and Subsidiaries, except that this Agreement does not prohibit the Grantee from (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company's designated legal compliance officer; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self- regulatory organization.

(b) Noncompetition, Nonsolicitation and Non-Hire. THE POST-EMPLOYMENT RESTRICTIVE COVENANTS IN THIS SECTION 6(B) DO NOT APPLY TO ANY GRANTEE WHO IS A RESIDENT IN THE STATE OF CALIFORNIA FOR SO LONG AS THE GRANTEE REMAINS A CALIFORNIA RESIDENT. THE ONLY RESTRICTIVE COVENANTS IN THIS SECTION 6(B) THAT APPLY TO THE GRANTEE WHILE A CALIFORNIA RESIDENT ARE THOSE PERTAINING TO THE PERIOD OF TIME WHILE THE GRANTEE REMAINS AN EMPLOYEE OF THE COMPANY OR ONE OF ITS SUBSIDIARIES. The Grantee acknowledges that he or she has acquired substantial knowledge and confidential information concerning the business of the Company and its affiliates and Subsidiaries as a result of his or her employment. The Grantee further acknowledges that the scope of business in which the Company and its affiliates and Subsidiaries are engaged as of the Grant Date is international and very competitive. Competition by the Grantee in that business after the termination of the Grantee’s employment, for any reason, could severely injure the Company and its affiliates and Subsidiaries.

In this Section:

(i) “Competitive Business” shall mean any firm or business that directly competes with any business unit of the Company or any of its affiliates or Subsidiaries in which the Grantee has worked during the two-year period prior to termination of his or her employment;


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(ii) “Customer” shall mean any business or person for which the Company or its affiliates or Subsidiaries provided products or services during the twelve (12) months prior to the termination of the Grantee’s employment;

(iii) “Prospective Customer” shall mean any business or person from which the Company or any of its affiliates or Subsidiaries actively solicited business within the twelve (12) months prior to the termination of the Grantee’s employment; and

(iv) “Restricted Territory” shall mean any country or other geographic scope in which the Company or its affiliates or Subsidiaries conducted business in the twelve (12) months prior to the termination of the Grantee’s employment in relation to which the Grantee had material responsibilities.

During the Grantee’s employment and for a period ending on the later of (A) one year after the termination of the Grantee’s employment, for any reason (other than a Qualified Full Retirement or Qualified Early Retirement), or (B) in the case of a termination of the Grantee’s employment due to a Qualified Full Retirement or Qualified Early Retirement for purposes of post-termination vesting, the later of one year after the termination of the Grantee’s employment or the date on which the Performance Stock Units become fully vested in accordance with Section 2(a)(ii) or 2(a)(iii) herein, the Grantee agrees:

(1)that, in the Restricted Territory, the Grantee shall not, directly or indirectly: (i) become an employee, consultant, director, advisor, principal, partner or substantial shareholder of any Competitive Business; (ii) become an employee, consultant, director, advisor, principal, partner or substantial shareholder of any Customer or Prospective Customer; or (iii) solicit or accept any business that directly competes with the Company or any of its affiliates or Subsidiaries in their principal products and services from any Customer or Prospective Customer; and

(2)not to, directly or indirectly, on behalf of the Grantee or any Competitive Business, hire or solicit for employment, partnership or engagement as an independent contractor any person who was an employee of the Company or any of its affiliates or Subsidiaries during the period of twelve (12) months prior to any such improper solicitation, hire or engagement.

(c) The Grantee expressly acknowledges and agrees with the reasonableness of the terms in this Section 6 and agrees not to contest these terms in a court of competent jurisdiction on such grounds. The Grantee agrees that the Company’s remedy at law for a breach of these covenants may be inadequate and that for a breach of these covenants the Company, in addition to other remedies provided for by law, may be entitled to an injunction, restraining order or other equitable relief prohibiting the Grantee from committing or continuing to commit any such breach. If a court of competent jurisdiction determines that any of these restrictions are overbroad, the Grantee and the Company agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law.

(d) No provision of this Section 6 shall apply to restrict the Grantee’s conduct, or trigger any reimbursement or recoupment obligations under this Agreement, in any jurisdiction where such provision is, on its face, unenforceable and/or void as against public policy, unless the provision may be construed, amended, reformed or equitably modified to be enforceable and compliant with public policy, in which case, the provision shall apply as construed, amended, reformed or equitably modified.


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(e) The Grantee also recognizes and acknowledges that the value of the Performance Stock Units he or she is receiving under this Agreement represents a portion of the Grantee’s value to the Company such that if the Grantee breaches the restrictive covenant by working for or with a competitor, thereby transferring such value to the competitor, the value of the Performance Stock Units represents a reasonable measure of a portion of the monetary damages for such breach. Thus, in the event of a breach by the Grantee of any applicable restriction contained in this Section 6, such breach shall be considered a material breach of the terms of the Plan, and any other program, plan or arrangement by which the Grantee receives equity in the Company. Therefore, besides prospective injunctive relief, if the Grantee breaches any restrictive covenant contained in this Section 6 as applicable to the Grantee, the Company shall also be entitled to revoke any unvested Performance Stock Units and recover any shares (or the gross value of any shares) deliverable to the Grantee pursuant to this Agreement and, pursuant to Florida law, shall be entitled to recover its costs and attorney’s fees incurred in securing relief under this Section 6. Additionally, if the Company is investigating an alleged breach or threat of breach of any applicable restrictive covenant in this Section 6 by the Grantee, the Company may restrict any shares hereunder from being sold or transferred until it has completed its investigation without any resulting liability to the Grantee, and shall remove such restriction placed on such shares only upon its determination in good faith that the Grantee is not in violation of such restrictive covenant(s) or has agreed otherwise in writing with the Grantee.

SECTION 7. MISCELLANEOUS PROVISIONS

(a) Acknowledgements. The Grantee hereby acknowledges that he or she has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their respective terms and conditions. The Grantee acknowledges that there may be tax consequences upon the vesting of the Performance Stock Units or the transfer of Shares paid to the Grantee under this Agreement and that the Grantee should consult an independent tax advisor.

(b) Tax Withholding. Pursuant to Article 21 of the Plan, the Company shall have the power and right to deduct or withhold an amount sufficient to satisfy any federal, state and local taxes (including the Grantee’s FICA taxes) required by law to be withheld with respect to the Performance Stock Units. The Company may condition the delivery of Shares (or the vesting of the Performance Stock Units, if applicable) upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for federal, state and local tax purposes, as applicable, including the Grantee’s FICA taxes) that could be imposed on the transaction, and, to the extent the Company so permits, amounts in excess of the minimum statutory withholding to the extent it would not result in additional accounting expense. Such election shall be irrevocable, made in writing and signed by the Grantee, and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate.

(c) Ratification of Actions. By accepting this Agreement, the Grantee and each person claiming under or through the Grantee shall be conclusively deemed to have indicated the Grantee’s acceptance and ratification of, and consent to, any action taken under the Plan or this Agreement and the Grant by the Company, the Board or the Committee.


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Counsel of the Company at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

(e) Choice of Law. This Agreement and the Grant shall be governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the Grant to be governed by or construed in accordance with the substantive law of another jurisdiction.

(f) Arbitration. Subject to Article 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Grant shall be settled by binding arbitration before a single arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Plan, this Agreement and the Grant, provided that all substantive questions of law shall be determined in accordance with the state and Federal laws applicable in Florida, without regard to internal principles relating to conflict of laws.

(g) Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such written agreement.

(h) Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

(i) References to Plan. All references to the Plan (or to a Section or Article of the Plan) shall be deemed references to the Plan (or the Section or Article) as may be amended from time to time.

(j) Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A and the Plan and this Agreement shall be interpreted accordingly. All payments hereunder shall be deemed separate payments for purposes of Section 409A. For purposes of any payment hereunder in respect of Performance Stock Units subject to Section 409A, references to the Grantee’s termination of employment (or words of like import) shall mean the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)). Notwithstanding anything in the Plan, this Agreement or any employment agreement by and between the Grantee and the Company or its affiliate or Subsidiary to the contrary, if the Grantee 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 Grantee until the earlier of (i) the first business day following the six (6) month anniversary of the Grantee’s separation from service or (ii) the date of the Grantee’s death. Notwithstanding anything herein to the contrary, to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4)(ix), payment in respect of the Performance Stock Units subject to Section 409A 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 Grantee.


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SECTION 8. NATURE OF GRANT; NO ENTITLEMENT; NO CLAIM FOR COMPENSATION

The Grantee, in accepting the grant of Performance Stock Units, represents and acknowledges the following:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.

(b)The grant of the Performance Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.

(c)All decisions with respect to future grants, if any, shall be at the sole discretion of the Committee.

(d)Any Shares acquired under the Plan are extraordinary items that are outside the scope of the Grantee’s employment agreement (if any) and are not part of the Grantee's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments.

(e)Any Shares subject to the Performance Stock Units are not intended to replace any pension rights or compensation.

(f)The Grantee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its affiliates or Subsidiaries.

(g)In the event that the Grantee’s employer is not the Company, the grant of the Performance Stock Units shall not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of the Performance Stock Units shall not be interpreted to form an employment contract with the Grantee’s employer or any affiliate or subsidiary thereof.

(h)The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the Grantee vests in the Performance Stock Units, the value of any acquired Shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States dollar and the Grantee’s local currency that may affect the value of the underlying Shares.

(i)In consideration of the grant of the Performance Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units or diminution in value of the Performance Stock Units or any of the Shares issuable under the Performance Stock Units from termination of the Grantee’s employment by the Company or his or her employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws) or notice to terminate employment having been given by the Grantee or the Grantee’s employer, and the Grantee irrevocably releases his or her employer, the Company and its affiliates and Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court


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of competent jurisdiction to have arisen, then, by accepting this Agreement, the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such claim.

SECTION 9. DATA PRIVACY

(a)The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement by and among, as applicable, the Grantee’s employer, the Company or any of its Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.

(b)The Grantee understands that the Grantee’s employer, the Company and its Subsidiaries and affiliates, as applicable, hold certain personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its affiliates, details of all options, restricted stock awards or units, performance units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).

(c)The Grantee understands that the Data may be transferred to the Company, any Subsidiary, an affiliate and any third parties assisting in the implementation, administration and management of the Plan, including without limitation a stock plan administrator for on-line administration of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data shall be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative.


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EXHIBIT A

Vesting and Restrictions

The Performance Stock Units are subject to both a Performance Restriction and a Time-Based Restriction, as described below (collectively, the “Period of Restriction”).

Performance Restriction

1.MEASUREMENT PERIODS

Subject to the terms and conditions hereof and of the Plan, the Portion of Performance Stock Units Eligible to be Earned each Measurement Period are subject to the performance restrictions as set forth more fully below (the “Performance Restrictions”), which are measured on three separate periods that each begin on January 1 and end on December 31 of calendar years 2024, 2025 and 2026, respectively (each individually, a “Measurement Period” and collectively the “Measurement Periods”).


Measurement Periods	Measurement Period Start Date	Measurement Period End Date	Portion of Performance Stock Units Eligible to be Earned
Period 1	January 1, 2024	December 31, 2024	One-third of the Performance Stock Units granted
Period 2	January 1, 2025	December 31, 2025	One-third of the Performance Stock Units granted
Period 3	January 1, 2026	December 31, 2026	One-third of the Performance Stock Units granted

2.PERFORMANCE GOALS

(a)The Performance Restrictions have been established by the Compensation Committee of the Board of Directors of the Company (the “Committee”). The Committee may equitably adjust the Performance Restrictions in the event a pandemic, force majeure event or similar event over which the Company has no control renders the Performance Goals ineffective.

(b)[REDACTED]

(c)After the end of each Measurement Period, the Company will determine (and the Committee will certify) the total Performance Stock Units earned for such Measurement Period (based on the Portion of Performance Stock Units Eligible to be Earned for such Measurement Period) (the “Banked Performance Stock Units”); provided, however, the Banked Performance Stock Units shall remain subject to the Total Shareholder Return modifier (“TSR Modifier”) described in Section 3 below and shall remain subject to the Time-Based Restriction described in Section 4 below.


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Company’s non-strategic businesses in the Company’s corporate and other segment. If Revenue Growth for a completed Measurement Period exceeded the Maximum level (i.e., [REDACTED]%), the Revenue Growth for the next Measurement Period immediately following such completed Measurement Period in which the Revenue Growth greater than the Maximum level was achieved shall be measured relative to the revenue that would have attained the specified Maximum level (i.e., [REDACTED]%) for such completed Measurement Period (and not on the actual revenue achievement at the end of such completed Measurement Period).

(e)The term “EPS Growth” means the year over year percentage increase for each Measurement Period in percentage of adjusted earnings per share growth as reported in the Company’s year-end earnings schedules. If EPS Growth for a completed Measurement Period exceeded the Maximum level (i.e., [REDACTED]%), the EPS Growth for the next Measurement Period immediately following such completed Measurement Period in which the EPS Growth greater than the Maximum level was achieved shall be measured relative to the adjusted earnings per share that would have attained the specified Maximum level (i.e., [REDACTED]%) for such completed Measurement Period (and not on the actual adjusted earnings per share achievement at the end of such completed Measurement Period). The normalized earnings per share base for measuring EPS Growth for Period 1 shall be $4.44.

3.TSR MODIFIER

(a)After the end of the final Measurement Period, the total Banked Performance Stock Units in aggregate for all Measurement Periods in accordance with Section 2 above, if any, shall be adjusted by applying a TSR Modifier to the aggregate Banked Performance Stock Units for the Measurement Periods. The TSR Modifier is based on the Company’s relative TSR percentile rank for the time from the Period 1 Measurement Period Start Date to the Period 3 Measurement Period End Date compared to the TSR of the S&P 500 companies, as described below. For the avoidance of doubt, the maximum amount of the Portion of Performance Stock Units Eligible to be Earned in aggregate for all Measurement Periods after application of the TSR Modifier may not exceed 250% of the Performance Stock Units Granted. Following the application of the TSR Modifier to the Banked Performance Stock Units for all Measurement Periods in accordance with Section 2 above, then such Banked Performance Stock Units, as modified by the TSR Modifier, shall be deemed to have satisfied the Performance Restrictions described above; provided, however, such Banked Performance Stock Units shall remain subject to the Time-Based Restriction described below.


TSR Modifier Structure
Percentile Performance			Modifier
>=75th percentile			+25%*
26th to 74th percentile			No adjustment
<25th percentile			-25%*

*multiplied by the total Banked Performance Stock Units for each Measurement Period

(b)For all Measurement Periods subject to this Grant, the peer group (the “Peer Group”) consists of the shares of the companies that are included in the S&P 500 index (the “Index”) at the Measurement Period Start Date of the Period 1 Measurement Period. If the shares of a company are removed from the Index due to bankruptcy or insolvency during the Measurement Periods, the shares of that company will


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not be removed from the Peer Group. If the shares of a company in the Peer Group are removed from the Index due to merger, acquisition or other corporate action during the Measurement Periods, the shares of the company removed from the Index will be removed from the Peer Group only where the date of removal from the Index occurs prior to the Period 3 Measurement Period End Date.

(c)The calculation of the TSR for purposes of determining the TSR Modifier for the Measurement Periods is the average daily closing price per share for the last twenty (20) trading days of the Period 3 Measurement Period (the “Ending Stock Price”) minus the average daily closing price per share for the last twenty (20) trading days immediately preceding the Period 1 Measurement Period Start Date (the “Beginning Stock Price”), plus Reinvested Dividends, with the resulting amount divided by the Beginning Stock Price. “Reinvested Dividends” will be calculated by multiplying (i) the aggregate number of shares (including fractional shares) that could have been purchased during the Measurement Periods had each cash dividend paid on a single share during that period been immediately reinvested in additional shares (or fractional shares) at the closing selling price per share on the applicable dividend payment date by (ii) the average daily closing price per share calculated for the entire duration of the Measurement Periods. Each of the foregoing amounts will be equitably adjusted for stock splits, stock dividends, recapitalizations and other similar events affecting Shares of the Company and the shares of the companies in the Peer Group. For companies in the Peer Group that are not on a calendar fiscal year, the TSR modifier will be measured consistent with the Company’s calendar fiscal year. For the avoidance of doubt, the TSR Modifier formula is:

TSR = (Ending Stock Price – Beginning Stock Price) + Reinvested Dividends

Beginning Stock Price

Any Performance Stock Units that fail to be earned in a Measurement Period based on the satisfaction of the Performance Restriction for a Measurement Period shall be immediately forfeited to the Company.

Time-Based Restriction

4.TIME-BASED RESTRICTION

Except as otherwise provided by this Agreement, for any Banked Performance Stock Units to vest, the Grantee must remain continuously employed by the Company from the Grant Date through February 28, 2027 (the “Time-Based Restriction”).


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Document

EXHIBIT 10.2

Fidelity National Information Services, Inc.

Notice of Performance Stock Unit Grant


Grantee:			«Name»
Number of Performance Stock Units Granted:			«Shares»
Grant Date:			«Date»
Vesting and Period of Restriction:			See Exhibit A
Measurement Periods:			See Exhibit A

Fidelity National Information Services, Inc.

2022 Omnibus Incentive Plan

Performance Stock Unit Award Agreement

Section 1. GRANT OF PERFORMANCE STOCK UNITS

Section 2. FORFEITURE; TRANSFER RESTRICTIONS; AND CHANGE IN CONTROL

(i)In the event of the Grantee’s death or Disability, the number of unvested Performance Stock Units determined in accordance with this Section 2(a)(i) shall vest as of the date of the Grantee’s death or Disability and become free of any forfeiture and transfer restrictions described in this Agreement, and as soon as practicable (and in no case more than 75 days) after the Grantee’s death or Disability, the Company will make payment to the Grantee in respect of the vested Performance Stock Units by delivering to the Grantee a number of Shares equal to the number of Performance Stock Units that vested in accordance with this Section 2(a)(i) or, in the sole discretion of the Company, in cash, in U.S. dollars or other currency (or a combination of cash and Shares thereof) less any required tax withholding pursuant to Section 7(b) of this Agreement. If the date of the Grantee’s death or Disability occurs on or after the final Measurement Period End Date (as set forth in Exhibit A), the number of Performance Stock Units that vest shall be determined based on actual performance results in respect of all of the performance goals in accordance with Exhibit A (the “Performance Goals”) for the Measurement Periods (the “Actual Performance Achievement”). If the date of the Grantee’s death or Disability occurs prior to the final Measurement Period End Date, the number of Performance Stock Units that vest shall be (A) the number of the Banked Performance Stock Units (as defined in Exhibit A) in respect of any Measurement Period that has been completed as of the date of the Grantee’s death or Disability, and (B) the target number of outstanding Portion of Performance Stock Units Eligible to be Earned (as set forth in Exhibit A) in respect of any Measurement Period that has not been completed as of the date of the Grantee’s death or


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Disability (assuming the target level achievement of Performance Goals (the “Target Performance Achievement”)), shall vest and become free of any forfeiture restrictions described in this Agreement.

(iii)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Early Retirement prior to the vesting of the Performance Stock Units (such date of termination, the “Early Retirement Date”), then such unvested Performance Stock Units shall be eligible to vest in accordance with Exhibit A (disregarding the continuous employment condition through the third anniversary of the Grant Date) and the terms of this Agreement with respect to (A) the aggregate number of the Banked Performance Stock Units (if any) in respect of any Measurement Period(s) completed prior to the Early Retirement Date and (B) the Portion of Performance Stock Units Eligible to be Earned in respect of the Measurement Period in which the Early Retirement Date occurs (x) that is first prorated (using the target number of shares underlying such portion) based on the ratio of the number of days that lapsed from the start date of the applicable Measurement Period through the Early Retirement Date, divided by the total number of days between the start date and the end date of the applicable Measurement Period, 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 Performance Stock Units Eligible to be Earned in respect of such Measurement Period) based on the achievement of the applicable Performance Goals in respect of such Measurement Period (such earned Performance Stock Units, as determined pursuant to clauses (A) and (B), “Early Retirement Pro-Rata PSUs”). Such Early Retirement Pro-Rata PSUs shall not be subject to the Time-Based Restriction set forth in Exhibit A. For the avoidance of doubt, all other unvested Performance Stock Units as of the Early Retirement Date (including any Portion of Performance Stock Units Eligible to be Earned in excess of the prorated amount described in clause (x) above) shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. All Performance Stock Units that become vested pursuant to this Section 2(a)(iii) shall be paid on the Payment Date in accordance with Section 3


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hereof. The vesting of any Performance Stock Units pursuant to a Qualified Early Retirement described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement (including, upon request by the Company, the Grantee’s execution of a compliance certificate confirming the Grantee’s compliance with Section 6 of this Agreement) and the execution of a release of all claims against the Company and its affiliates and related parties in such form as is reasonably required by the Company. To be eligible for a Qualified Early Retirement, the Grantee must provide Notice of Retirement in accordance with the terms of the Qualified Retirement Equity Program.

(iv)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Involuntary Termination prior to the vesting of the Performance Stock Units, then all such unvested Performance Stock Units as of the date of Grantee’s Qualified Involuntary Termination shall continue to be earned and eligible to vest with respect to the Performance Restriction in accordance with the terms of this Agreement for twelve (12) months immediately following the date of Grantee’s Qualified Involuntary Termination, at which point any unvested Performance Stock Units that have not become Banked Performance Stock Units as of the end of such twelve (12) month period shall be immediately forfeited for no consideration, and any unvested Performance Stock Units that have become Banked Performance Stock Units shall not be subject to the Time-Based Restriction set forth in Exhibit A. All Performance Stock Units that become vested pursuant to this Section 2(a)(iv) shall be paid on the Payment Date in accordance with Section 3 hereof. The continued vesting due to a Qualified Involuntary Termination described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement.

(v)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Termination Without Cause prior to the vesting of the Performance Stock Units (other than if the Grantee is discharged by the Company for reasons related to the Grantee’s work performance, as determined by the Company in its sole discretion, including, without limitation, termination for poor job performance, misconduct or violation of Company policies or rules, in which case all unvested Performance Stock Units shall be forfeited for no consideration) and such termination is not a Qualified Involuntary Termination (such date of termination, the “Termination Date”), then such unvested Performance Stock Units shall be eligible to vest in accordance with Exhibit A (disregarding the continuous employment condition through the third anniversary of the Grant Date) and the terms of this Agreement with respect to (A) the aggregate number of the Banked Performance Stock Units (if any) in respect of any Measurement Period(s) completed prior to the Termination Date and (B) the Portion of Performance Stock Units Eligible to be Earned in respect of the Measurement Period in which the Termination Date occurs (x) that is first prorated (using the target number of shares underlying such portion) based on the ratio of the number of days that lapsed from the start date of the applicable Measurement Period through the Termination Date, divided by the total number of days between the start date and the end date of the applicable Measurement Period, 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 Performance Stock Units Eligible to be Earned in respect of such Measurement Period) based on the achievement of the applicable performance goals in respect of such Measurement Period (such earned Performance Stock Units, as determined pursuant to clauses (A) and (B), “Pro-Rata PSUs”). Such Pro-Rata PSUs shall not be subject to the Time-Based Restriction set forth in Exhibit A. For the avoidance of doubt, all other unvested Performance Stock Units as of the Termination Date (including any Portion of Performance Stock Units Eligible to be Earned in excess of the prorated amount described in clause (x) above) shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. All Performance Stock Units that become vested pursuant to this Section 2(a)(v) shall be paid on the Payment Date in accordance with Section 3 hereof.


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The vesting of any Performance Stock Units pursuant to a Termination Without Cause described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement.

(vi)For purposes hereof:

(5)“Qualified Full Retirement”1 shall mean the Grantee’s voluntary retirement from employment with the Company or its Subsidiary, upon six (6) months’ Notice of Retirement that is provided upon or after the Grantee’s attaining a minimum of seventy-five (75) “points” as determined upon the date of Notice of Retirement, comprised of the Grantee’s age upon the date of Notice of Retirement with a minimum age of sixty (60) years, plus the Grantee’s Years of Service upon the date of Notice of Retirement with a minimum of fifteen (15) Years of Service.


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(8)“Termination Without Cause” shall mean the involuntary termination of the Grantee’s employment by the Company or its Subsidiaries without Cause (and other than due to death or Disability).

(9)“Years of Service” shall mean the total consecutive and continuous service with the Company, a Subsidiary or a predecessor entity of the Company or its Subsidiary, as an Employee.

(d) Change in Control.


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Performance Stock Units until such time that the Performance Stock Units would have otherwise become payable in accordance with Section 3 of this Agreement (absent the occurrence of such Change in Control). Notwithstanding the preceding sentence, in the event of an Involuntary Termination of the Grantee within twenty-four (24) months following the Change in Control, payment shall be made in respect of any such vested Performance Stock Units (unless required to be made earlier pursuant to Section 3 hereof) as soon as practicable (and in no case more than thirty (30) days) after the date of such Involuntary Termination, subject to any delay in payment required by Section 7(j) of this Agreement.

Section 3. PAYMENT IN RESPECT OF PERFORMANCE STOCK UNITS

Section 4. TRADING STOCK AND SHAREHOLDER RIGHTS; TRANSFER RESTRICTIONS; HOLDING REQUIREMENT FOLLOWING PERIOD OF RESTRICTION


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Shares are distributed to the Grantee. Following delivery of Shares upon the Payment Date, the Grantee shall have all rights as a shareholder with respect to such Shares.

SECTION 5. DIVIDEND EQUIVALENTS

(a) Any dividend equivalents earned with respect to Performance Stock Units that remain subject to a Period of Restriction shall not be paid to the Grantee but shall be held by the Company.

(b) Such held dividend equivalents shall be subject to the same Period of Restriction as the Performance Stock Units to which they relate.

Section 6. GRANTEE OBLIGATIONS; RESTRICTIVE COVENANTS

In consideration for the benefits provided herein, the Grantee agrees to abide by the following terms:


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operations, that is confidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and the financial positions and financing arrangements of the Company and its affiliates and Subsidiaries. The Grantee agrees that all such information is proprietary or confidential or constitutes trade secrets and is the sole property of the Company and/or its affiliates and Subsidiaries, as the case may be. The Grantee shall keep confidential and, outside the scope of the Grantee’s duties and responsibilities with the Company and its affiliates and Subsidiaries, shall not reproduce, copy or disclose to any other person or firm, any such information or any documents or information relating to the Company’s or its affiliates’ methods, processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or records, or any other documents used or owned by the Company or any of its affiliates or Subsidiaries, nor shall the Grantee advise, discuss with or in any way assist any other person, firm or entity in obtaining or learning about any of the items described in this section. Accordingly, at all times before and after the termination of the Grantee’s employment, for any reason, the Grantee shall not disclose, or permit or encourage anyone else to disclose, any such information, nor shall the Grantee use any such information, either alone or with others, outside the scope of the Grantee’s duties and responsibilities with the Company and its affiliates and Subsidiaries, except that this Agreement does not prohibit the Grantee from (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company's designated legal compliance officer; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self- regulatory organization.

In this Section:


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by the Grantee of any applicable restriction contained in this Section 6, such breach shall be considered a material breach of the terms of the Plan, and any other program, plan or arrangement by which the Grantee receives equity in the Company. Therefore, besides prospective injunctive relief, if the Grantee breaches any restrictive covenant contained in this Section 6 as applicable to the Grantee, the Company shall also be entitled to revoke any unvested Performance Stock Units and recover any shares (or the gross value of any shares) deliverable to the Grantee pursuant to this Agreement and, pursuant to Florida law, shall be entitled to recover its costs and attorney’s fees incurred in securing relief under this Section 6. Additionally, if the Company is investigating an alleged breach or threat of breach of any applicable restrictive covenant in this Section 6 by the Grantee, the Company may restrict any shares hereunder from being sold or transferred until it has completed its investigation without any resulting liability to the Grantee, and shall remove such restriction placed on such shares only upon its determination in good faith that the Grantee is not in violation of such restrictive covenant(s) or has agreed otherwise in writing with the Grantee.

SECTION 7. MISCELLANEOUS PROVISIONS

(d) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the General Counsel of the Company at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

(e) Choice of Law. This Agreement and the Grant shall be governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law or choice of law rule or


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principle that might otherwise cause the Plan, this Agreement or the Grant to be governed by or construed in accordance with the substantive law of another jurisdiction.

(i) References to Plan. All references to the Plan (or to a Section or Article of the Plan) shall be deemed references to the Plan (or the Section or Article) as may be amended from time to time.

SECTION 8. NATURE OF GRANT; NO ENTITLEMENT; NO CLAIM FOR COMPENSATION

The Grantee, in accepting the grant of Performance Stock Units, represents and acknowledges the following:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.


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(c)All decisions with respect to future grants, if any, shall be at the sole discretion of the Committee.

(e)Any Shares subject to the Performance Stock Units are not intended to replace any pension rights or compensation.

(f)The Grantee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its affiliates or Subsidiaries.

SECTION 9. DATA PRIVACY


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EXHIBIT A

Vesting and Restrictions

The Performance Stock Units are subject to both a Performance Restriction and a Time-Based Restriction, as described below (collectively, the “Period of Restriction”).

Performance Restriction

1.MEASUREMENT PERIODS


Measurement Periods	Measurement Period Start Date	Measurement Period End Date	Portion of Performance Stock Units Eligible to be Earned
Period 1	January 1, 2024	December 31, 2024	One-third of the Performance Stock Units granted
Period 2	January 1, 2025	December 31, 2025	One-third of the Performance Stock Units granted
Period 3	January 1, 2026	December 31, 2026	One-third of the Performance Stock Units granted

2.PERFORMANCE GOALS

(b)[REDACTED]

(c)After the end of each Measurement Period, the Company will determine (and the Committee will certify) the total Performance Stock Units earned for such Measurement Period (based on the Portion of Performance Stock Units Eligible to be Earned for such Measurement Period) (the “Banked Performance Stock Units”); provided, however, the Banked Performance Stock Units shall remain subject to the Time-Based Restriction described in Section 3 below.

(d)The term “Revenue Growth” means the year over year percentage increase for the Measurement Period of GAAP revenue as reported in the Company’s Annual Report on Form 10-K, excluding the impact of fluctuations in foreign currency exchange rates for the current period compared to an adjusted revenue base for the immediately preceding calendar year period, and excluding revenues from the Company’s non-strategic businesses in the Company’s corporate and other segment. If Revenue Growth for a completed Measurement Period exceeded the Maximum level (i.e., [REDACTED]%), the Revenue


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Growth for the next Measurement Period immediately following such completed Measurement Period in which the Revenue Growth greater than the Maximum level was achieved shall be measured relative to the revenue that would have attained the specified Maximum level (i.e., [REDACTED]%) for such completed Measurement Period (and not on the actual revenue achievement at the end of such completed Measurement Period).

Time-Based Restriction

3.TIME-BASED RESTRICTION


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Document

EXHIBIT 10.3

Fidelity National Information Services, Inc.

Notice of Restricted Stock Unit Grant

You (the “Grantee”) have been granted the following award of restricted stock units (the “Restricted Stock Units”) denominated in shares of common stock of Fidelity National Information Services, Inc. (the “Company”), par value $0.01 per share (“Shares”), pursuant to the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan (the “Plan”):


Grantee:			«Name»
Number of Restricted Stock Units Granted:			«Shares»
Grant Date:			«Date»
Vesting Schedule:			One-third vests on February 28, 2025 One-third vests on February 28, 2026 One-third vests on February 28, 2027

See the Restricted Stock Unit Award Agreement and Plan Prospectus for the specific provisions related to this Notice of Restricted Stock Unit Grant and other important information concerning this award.

Fidelity National Information Services, Inc.

2022 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

SECTION 1. GRANT OF RESTRICTED STOCK UNITS

(a) Restricted Stock Unit. On the terms and conditions set forth in the Notice of Restricted Stock Unit Grant (the “Grant”) and this Restricted Stock Unit Award Agreement (this “Agreement”), the Company grants to the Grantee on the Grant Date the Restricted Stock Units set forth in the Grant and the Grantee, by acceptance hereof, agrees to the terms and conditions of this Agreement.

(b) Plan and Defined Terms. The Restricted Stock Units are granted pursuant to the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan (the “Plan”). All terms, provisions, and conditions applicable to the Restricted Stock Units set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof or the Grant is inconsistent with a provision of the Plan, the provisions of the Plan shall govern. All capitalized terms that are used in the Grant or this Agreement and not otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.

Section 1. FORFEITURE; TRANSFER RESTRICTIONS; AND CHANGE IN CONTROL

(a) Forfeiture. The Restricted Stock Units shall be subject to forfeiture until the Restricted Stock Units vest in accordance with Exhibit A, except (i) in the case of death, Disability (as defined below), Qualified Full Retirement (as defined below), Qualified Early Retirement (as defined below), Qualified Involuntary Termination (as defined below), or Termination Without Cause (as defined below) of the Grantee or (ii) to the extent otherwise provided by this Agreement or the provisions of an employment agreement between the Company or its Subsidiary and the Grantee. All unvested Restricted Stock Units shall be forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary for any reason, provided that:

(i)In the event of the Grantee’s death or Disability, all unvested Restricted Stock Units shall vest as of the date of the Grantee’s death or Disability and become free of any forfeiture and transfer restrictions described in this Agreement and payment shall be made in respect of such Restricted Stock Units in accordance with Section 3 of this Agreement.

(ii)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Full Retirement prior to the vesting of the Restricted Stock Units and if the unvested Restricted Stock Units have been outstanding for a period of at least nine (9) months as of the date of the Grantee’s eligible retirement date specified in the Notice of Retirement (as defined below), then all such unvested Restricted Stock Units shall continue to vest in accordance with the terms of this Agreement on the applicable Vesting Date specified in Exhibit A. Any unvested Restricted Stock Units that have been outstanding for a period of less than nine (9) months as of the Grantee’s eligible retirement date specified in the Notice of Retirement shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. If the Grantee gives Notice of Retirement meeting all of the requirements under the Qualified Retirement Equity Program (as defined below) and the Company specifies an approved retirement date that is prior to the date on which the Restricted Stock Units have been outstanding for at least nine (9) months, such affected Restricted Stock Units shall continue to be treated as an Eligible Equity Award (as defined in the Qualified Retirement Equity


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Program). Restricted Stock Units that become vested pursuant to this Section 2(a)(ii) shall be paid upon the Vesting Date specified in Exhibit A in accordance with Section 3 hereof. The continued vesting due to a Qualified Full Retirement described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement (including, upon request by the Company, the Grantee’s execution of a compliance certificate confirming the Grantee’s compliance with Section 6 of this Agreement) and the execution of a release of all claims against the Company and its affiliates and related parties in such form as is reasonably required by the Company. To be eligible for a Qualified Full Retirement, the Grantee must provide Notice of Retirement in accordance with the terms of the Qualified Retirement Equity Program.

(iii)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Early Retirement (such date of termination, the “Early Retirement Date”) prior to the vesting of the Restricted Stock Units, then (A) where such Early Retirement Date occurs after the Grant Date but on or prior to February 28, 2025, the Portion of Restricted Stock Units Granted (as set forth in Exhibit A) scheduled to vest on February 28, 2025 in accordance with Exhibit A shall vest on February 28, 2025 as to a pro rata Portion of Restricted Stock Units Granted, which shall be the amount of Portion of Restricted Stock Units Granted prorated based on the ratio of the number of days that lapsed after the Grant Date through such Early Retirement Date, divided by the total number of days between the Grant Date and February 28, 2025; (B) where such Early Retirement Date occurs after February 28, 2025 but on or prior to February 28, 2026, the Portion of Restricted Stock Units Granted scheduled to vest on February 28, 2026 in accordance with Exhibit A shall vest on February 28, 2026 as to a pro rata Portion of Restricted Stock Units Granted, which shall be the amount of Portion of Restricted Stock Units Granted prorated based on the ratio of the number of days that lapsed after February 28, 2025 through such Early Retirement Date, divided by the total number of days between February 28, 2025 and February 28, 2026; or (C) where such Early Retirement Date occurs after February 28, 2026 but on or prior to February 28, 2027, the Portion of Restricted Stock Units Granted scheduled to vest on February 28, 2027 in accordance with Exhibit A shall vest on February 28, 2027 as to a pro rata Portion of Restricted Stock Units Granted, which shall be the amount of Portion of Restricted Stock Units Granted prorated based on the ratio of the number of days that lapsed after February 28, 2026 through such Early Retirement Date, divided by the total number of days between February 28, 2026 and February 28, 2027; provided that in each case of the foregoing clauses (A), (B) and (C), all other unvested Restricted Stock Units as of the Early Retirement Date (including any Portion of Restricted Stock Units Granted in excess of the pro rata amount described above) shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. All Restricted Stock Units that become vested pursuant to this Section 2(a)(iii) shall be paid on the Payment Date in accordance with Section 3 hereof. The vesting of any Restricted Stock Units pursuant to a Qualified Early Retirement described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement (including, upon request by the Company, the Grantee’s execution of a compliance certificate confirming the Grantee’s compliance with Section 6 of this Agreement) and the execution of a release of all claims against the Company and its affiliates and related parties in such form as is reasonably required by the Company. To be eligible for a Qualified Early Retirement, the Grantee must provide Notice of Retirement in accordance with the terms of the Qualified Retirement Equity Program.

(iv)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Involuntary Termination prior to the vesting of the Restricted Stock Units, then all such unvested Restricted Stock Units as of the date of the Qualified Involuntary Termination shall continue to vest in accordance with the terms of this Agreement for the twelve (12) month period immediately following the date of the Qualified Involuntary Termination, after which any unvested Restricted Stock Units that have not vested as of the end of such twelve (12) month period shall be forfeited for no


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consideration. Restricted Stock Units that become vested pursuant to this Section 2(a)(iv) on the applicable Vesting Date specified in Exhibit A occurring during such twelve (12) month period shall be paid in accordance with Section 3 hereof. The continued vesting due to a Qualified Involuntary Termination described herein is contingent upon the Grantee’s compliance with the provisions of Section 6 of this Agreement.

(v)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Termination Without Cause (other than if the Grantee is discharged by the Company for reasons related to the Grantee’s work performance, as determined by the Company in its sole discretion, including, without limitation, termination for poor job performance, misconduct or violation of Company policies or rules, in which case all unvested Restricted Stock Units shall be forfeited for no consideration) and such termination is not a Qualified Involuntary Termination (such date of termination, the “Termination Date”), then (A) where such Termination Date occurs after the Grant Date but on or prior to February 28, 2025, the Portion of Restricted Stock Units Granted scheduled to vest on February 28, 2025 in accordance with Exhibit A shall vest as of such Termination Date as to a pro rata Portion of Restricted Stock Units Granted, which shall be the amount of Portion of Restricted Stock Units Granted prorated based on the ratio of the number of days that lapsed after the Grant Date through such Termination Date, divided by the total number of days between the Grant Date and February 28, 2025; (B) where such Termination Date occurs after February 28, 2025 but on or prior to February 28, 2026, the Portion of Restricted Stock Units Granted scheduled to vest on February 28, 2026 in accordance with Exhibit A shall vest as of such Termination Date as to a pro rata Portion of Restricted Stock Units Granted, which shall be the amount of Portion of Restricted Stock Units Granted prorated based on the ratio of the number of days that lapsed after February 28, 2025 through such Termination Date, divided by the total number of days between February 28, 2025 and February 28, 2026; or (C) where such Termination Date occurs after February 28, 2026 but on or prior to February 28, 2027, the Portion of Restricted Stock Units Granted scheduled to vest on February 28, 2027 in accordance with Exhibit A shall vest as of such Termination Date as to a pro rata Portion of Restricted Stock Units Granted, which shall be the amount of Portion of Restricted Stock Units Granted prorated based on the ratio of the number of days that lapsed after February 28, 2026 through such Termination Date, divided by the total number of days between February 28, 2026 and February 28, 2027; provided that in each case of the foregoing clauses (A), (B) and (C), all other unvested Restricted Stock Units as of the Termination Date (including any Portion of Restricted Stock Units Granted in excess of the pro rata amount described above) shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. All Restricted Stock Units that become vested pursuant to this Section 2(a)(v) shall be paid on the Payment Date in accordance with Section 3 hereof.

(vi)For purposes hereof:


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(6)“Qualified Involuntary Termination” shall mean the Grantee’s Termination Without Cause at a time when the Grantee would have satisfied the age and service requirements for a Qualified Full Retirement on the date of termination.

(8)“Termination Without Cause” shall mean the involuntary termination of the Grantee’s employment by the Company or its Subsidiaries without Cause (and other than due to death or Disability).

(9)“Years of Service” shall mean the total consecutive and continuous service with the Company, a Subsidiary or a predecessor entity of the Company or its Subsidiary, as an Employee.


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(a) Transfer Restrictions. During the Period of Restriction, the Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent such Restricted Stock Units are subject to a Period of Restriction.

(b) Lapse of Restrictions. The Period of Restriction shall lapse as to the Restricted Stock Units in accordance with the Grant. For the avoidance of doubt, once Restricted Stock Units vest, the Period of Restriction lapses as to those Restricted Stock Units. Subject to the terms of the Plan and Sections 4(d) and 6(b) hereof, upon lapse of the Period of Restriction, the Grantee shall be entitled to payment in accordance with Section 3 hereof.

(i)Subject to Section 2(d)(ii) below, in the event of a Change in Control (including, for the avoidance of doubt, a Change in Control that occurs within three (3) months following an Involuntary Termination of the Grantee), all unvested Restricted Stock Units shall immediately vest in full but, notwithstanding Section 3 of this Agreement, payment shall not be made in respect of any such vested Restricted Stock Units until such time that the Restricted Stock Units would have otherwise become payable in accordance with the provisions of this Agreement (absent the occurrence of such Change in Control); provided, however, that, in the event of an Involuntary Termination of the Grantee within twenty-four (24) months following the Change in Control, payment shall be made in respect of any such vested Restricted Stock Units (unless required to be made earlier pursuant to Section 3 hereof) as soon as practicable (and in no case more than thirty (30) days) after the date of such Involuntary Termination, subject to any delay in payment required by Section 7(j) of this Agreement.

(ii)If the outstanding Restricted Stock Units are assumed (or a substantially equivalent award is substituted therefor) or otherwise remain outstanding following the Change in Control other than any Restricted Stock Units in respect of which an Involuntary Termination of the Grantee occurred prior to a Change in Control (a “Continuing Award”), then such Continuing Award shall vest on the same terms as specified herein (absent the occurrence of such Change in Control); provided, that in the event of the Involuntary Termination of the Grantee within twenty-four (24) months following the Change in Control, such Continuing Award shall immediately vest in full upon the date of such Involuntary Termination and payment shall be made as soon as practicable (and in no case more than thirty (30) days) upon the date of such Involuntary Termination, subject to any delay in payment required by Section 7(j) of this Agreement.


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SECTION 3. PAYMENT IN RESPECT OF RESTRICTED STOCK UNITS

Except as specifically provided herein, as soon as practicable (and in no case more than thirty (30) days) after a Restricted Stock Unit becomes vested (the “Payment Date”), the Company shall make payment to the Grantee in respect of the vested Restricted Stock Units by delivering to the Grantee a number of Shares equal to the number of Restricted Stock Units that vested or, in the sole discretion of the Company, in cash, in U.S. dollars or other currency, equal to the Fair Market Value on the Payment Date of the number of Restricted Stock Units that vested (or a combination of cash and Shares thereof) less any required tax withholding pursuant to Section 7(b) of this Agreement.

SECTION 4. TRADING STOCK AND SHAREHOLDER RIGHTS; TRANSFER RESTRICTIONS; HOLDING REQUIREMENT FOLLOWING PERIOD OF RESTRICTION

(b)Prior to the Payment Date, the Grantee shall not have any rights as a shareholder of the Company in connection with these Restricted Stock Units and the Grantee’s interest in the Restricted Stock Units shall make the Grantee only a general, unsecured creditor of the Company, unless and until the Shares are distributed to the Grantee. Following delivery of Shares upon the Payment Date, the Grantee shall have all rights as a shareholder with respect to such Shares.

(c)The Grantee may also be subject to the Company’s hedging and pledging policy. For designated executive officers, the policy prohibits (i) directly or indirectly engaging in hedging or monetization transactions with the Restricted Stock Units and Company stock; (ii) engaging in short sale transactions with the Restricted Stock Units and Company stock; and (iii) pledging the Restricted Stock Units and Company stock as collateral for a loan, including through the use of traditional margin accounts with a broker. For the Grantee who is not such designated executive officer, the policy prohibits (i) directly or indirectly engaging in hedging or monetization transactions with the Restricted Stock Units and Company stock and (ii) engaging in short sale transactions with the Restricted Stock Units and Company stock.

SECTION 5. DIVIDEND EQUIVALENTS


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(a)Any dividend equivalents earned with respect to Restricted Stock Units that remain subject to a Period of Restriction shall not be paid to the Grantee but shall be held by the Company.

(b)Such held dividend equivalents shall be subject to the same Period of Restriction as the Restricted Stock Units to which they relate.

(c)Any dividend equivalents held pursuant to this Section 5 which are attributable to Restricted Stock Units that vest pursuant to this Agreement shall be paid to the Grantee at the same time payment is made hereunder with respect to such Restricted Stock Units.

(d)Dividend equivalents attributable to Restricted Stock Units forfeited pursuant to Section 2 of this Agreement shall be forfeited to the Company for no consideration on the date such Restricted Stock Units are forfeited.

SECTION 6. GRANTEE OBLIGATIONS; RESTRICTIVE COVENANTS

In consideration for the benefits provided herein, the Grantee agrees to abide by the following terms:


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SECTION 6(B) THAT APPLY TO THE GRANTEE WHILE A CALIFORNIA RESIDENT ARE THOSE PERTAINING TO THE PERIOD OF TIME WHILE THE GRANTEE REMAINS AN EMPLOYEE OF THE COMPANY OR ONE OF ITS SUBSIDIARIES. The Grantee acknowledges that he or she has acquired substantial knowledge and confidential information concerning the business of the Company and its affiliates and Subsidiaries as a result of his or her employment. The Grantee further acknowledges that the scope of business in which the Company and its affiliates and Subsidiaries are engaged as of the Grant Date is international and very competitive. Competition by the Grantee in that business after the termination of the Grantee’s employment, for any reason, could severely injure the Company and its affiliates and Subsidiaries.

In this Section:

During the Grantee’s employment and for a period ending on the later of (A) one year after the termination of the Grantee’s employment, for any reason (other than a Qualified Full Retirement or Qualified Early Retirement), or (B) in the case of a termination of the Grantee’s employment due to a Qualified Full Retirement or Qualified Early Retirement for purposes of post-termination vesting, the later of one year after the termination of the Grantee’s employment or the date on which the Restricted Stock Units become fully vested in accordance with Section 2(a)(ii) or 2(a)(iii) herein, the Grantee agrees:


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(e) The Grantee also recognizes and acknowledges that the value of the Restricted Stock Units he or she is receiving under this Agreement represents a portion of the Grantee’s value to the Company such that if the Grantee breaches the restrictive covenant by working for or with a competitor, thereby transferring such value to the competitor, the value of the Restricted Stock Units represents a reasonable measure of a portion of the monetary damages for such breach. Thus, in the event of a breach by the Grantee of any applicable restriction contained in this Section 6, such breach shall be considered a material breach of the terms of the Plan, and any other program, plan or arrangement by which the Grantee receives equity in the Company. Therefore, besides prospective injunctive relief, if the Grantee breaches any restrictive covenant contained in this Section 6 as applicable to the Grantee, the Company shall also be entitled to revoke any unvested Restricted Stock Units and recover any shares (or the gross value of any shares) deliverable to the Grantee pursuant to this Agreement and, pursuant to Florida law, shall be entitled to recover its costs and attorney’s fees incurred in securing relief under this Section 6. Additionally, if the Company is investigating an alleged breach or threat of breach of any applicable restrictive covenant in this Section 6 by the Grantee, the Company may restrict any shares hereunder from being sold or transferred until it has completed its investigation without any resulting liability to the Grantee, and shall remove such restriction placed on such shares only upon its determination in good faith that the Grantee is not in violation of such restrictive covenant(s) or has agreed otherwise in writing with the Grantee.

SECTION 7. MISCELLANEOUS PROVISIONS

(a)Acknowledgements. The Grantee hereby acknowledges that he or she has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their respective terms and conditions. The Grantee acknowledges that there may be tax consequences upon the vesting of the Restricted Stock Units or the transfer of Shares paid to the Grantee under this Agreement and that the Grantee should consult an independent tax advisor.


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withhold Shares having a Fair Market Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for federal, state and local tax purposes, as applicable, including the Grantee’s FICA taxes) that could be imposed on the transaction, and, to the extent the Company so permits, amounts in excess of the minimum statutory withholding to the extent it would not result in additional accounting expense. Such election shall be irrevocable, made in writing and signed by the Grantee, and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate.

(c)Ratification of Actions. By accepting this Agreement, the Grantee and each person claiming under or through the Grantee shall be conclusively deemed to have indicated the Grantee’s acceptance and ratification of, and consent to, any action taken under the Plan or this Agreement and the Grant by the Company, the Board or the Committee.

(d)Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the General Counsel of the Company at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

(e)Choice of Law. This Agreement and the Grant shall be governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the Grant to be governed by or construed in accordance with the substantive law of another jurisdiction.

(f)Arbitration. Subject to Article 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Grant shall be settled by binding arbitration before a single arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Plan, this Agreement and the Grant, provided that all substantive questions of law shall be determined in accordance with the state and Federal laws applicable in Florida, without regard to internal principles relating to conflict of laws.

(g)Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such written agreement.

(h)Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

(i)References to Plan. All references to the Plan (or to a Section or Article of the Plan) shall be deemed references to the Plan (or the Section or Article) as may be amended from time to time.

(j)Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A and the Plan and this Agreement shall be


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interpreted accordingly. All payments hereunder shall be deemed separate payments for purposes of Section 409A. For purposes of any payment hereunder in respect of Restricted Stock Units subject to Section 409A, references to the Grantee’s termination of employment (or words of like import) shall mean the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)). Notwithstanding anything in the Plan, this Agreement or any employment agreement by and between the Grantee and the Company or its affiliate or Subsidiary to the contrary, if the Grantee 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 Grantee until the earlier of (i) the first business day following the six (6) month anniversary of the Grantee’s separation from service or (ii) the date of the Grantee’s death. Notwithstanding anything herein to the contrary, to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4)(ix), payment in respect of the Restricted Stock Units subject to Section 409A 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 Grantee.

SECTION 8. NATURE OF GRANT; NO ENTITLEMENT; NO CLAIM FOR COMPENSATION

The Grantee, in accepting the grant of Restricted Stock Units, represents and acknowledges the following:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.

(b)The grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.

(c)All decisions with respect to future grants, if any, shall be at the sole discretion of the Committee.

(e)Any Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation.

(f)The Grantee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its affiliates or Subsidiaries.

(g)In the event that the Grantee’s employer is not the Company, the grant of the Restricted Stock Units shall not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of the Restricted Stock Units shall not be interpreted to form an employment contract with the Grantee’s employer or any affiliate or subsidiary thereof.


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(h)The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the Grantee vests in the Restricted Stock Units, the value of any acquired Shares may increase or decrease. The Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States dollar and the Grantee’s local currency that may affect the value of the underlying Shares.

(i)In consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or diminution in value of the Restricted Stock Units or any of the Shares issuable under the Restricted Stock Units from termination of the Grantee’s employment by the Company or his or her employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws) or notice to terminate employment having been given by the Grantee or the Grantee’s employer, and the Grantee irrevocably releases his or her employer, the Company and its affiliates and Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such claim.

SECTION 9. DATA PRIVACY


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amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative.


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EXHIBIT A

Vesting and Restrictions

This grant is subject to Time-Based Restrictions, as described below (the “Period of Restriction”).

Time-Based Restrictions

Except as otherwise provided by this Agreement, in order for any Restricted Stock Units to vest, the Grantee must remain continuously employed by the Company or its Subsidiary from the Grant Date through each corresponding Vesting Date, as indicated in the chart below.


Vesting Date			Portion of Restricted Stock Units Granted
February 28, 2025			One-third
February 28, 2026			One-third
February 28, 2027			One-third

The portion of the Number of Restricted Stock Units Granted indicated next to each Vesting Date shall vest on such indicated Vesting Date (such vesting schedule referred to as the “Time-Based Restrictions”).


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Document

EXHIBIT 10.4

Fidelity National Information Services, Inc.

Notice of Restricted Stock Unit Grant


Grantee:			«Name»
Number of Restricted Stock Units Granted:			«Shares»
Grant Date:			«Date»
Vesting Schedule:			One-third vests on February 28, 2025 One-third vests on February 28, 2026 One-third vests on February 28, 2027

Amended 2024 Performance Goals for 2022 Performance Stock Unit Award

Reference is hereby made to that certain Notice of Performance Stock Unit Grant with a grant date in 2022 and the Performance Stock Unit Award Agreement attached thereto (collectively, the “2022 PSU Agreement”) between the Grantee and the Company. By accepting the Restricted Stock Units hereunder, the Grantee hereby acknowledges and agrees that, for the measurement period starting on January 1, 2024 and ending on December 31, 2024 (“Period 3 Measurement Period”), the performance goals set forth in Exhibit B attached hereto (the “2024 Performance Goals”) and the time-based restrictions set forth therein will apply to the performance stock units eligible to be earned in respect of the Period 3 Measurement Period pursuant to the 2022 PSU Agreement.

Accordingly, Exhibit A of the 2022 PSU Agreement shall be deemed replaced with Exhibit B attached hereto (and the references to “Exhibit A” in the 2022 PSU Agreement shall be deemed to refer to Exhibit B attached hereto) as necessary and appropriate with respect to the performance stock units eligible to be earned in respect of the Period 3 Measurement Period pursuant to the 2022 PSU Agreement.


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Fidelity National Information Services, Inc.

2022 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

SECTION 1. GRANT OF RESTRICTED STOCK UNITS

Section 2. FORFEITURE; TRANSFER RESTRICTIONS; AND CHANGE IN CONTROL

(ii)If the Grantee’s employment with the Company or its Subsidiary terminates due to a Qualified Full Retirement prior to the vesting of the Restricted Stock Units and if the unvested Restricted Stock Units have been outstanding for a period of at least nine (9) months as of the date of the Grantee’s eligible retirement date specified in the Notice of Retirement (as defined below), then all such unvested Restricted Stock Units shall continue to vest in accordance with the terms of this Agreement on the applicable Vesting Dates specified in Exhibit A. Any unvested Restricted Stock Units that have been outstanding for a period of less than nine (9) months as of the Grantee’s eligible retirement date specified in the Notice of Retirement shall be immediately forfeited for no consideration upon the termination of the Grantee’s employment with the Company or its Subsidiary. If the Grantee gives Notice of Retirement meeting all of the requirements under the Qualified Retirement Equity Program (as defined below) and the Company specifies an approved retirement date that is prior to the date on which the Restricted Stock Units have been outstanding for at least nine (9) months, such affected Restricted Stock Units shall continue to be treated as an Eligible Equity Award (as defined in the Qualified Retirement Equity


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(vi)For purposes hereof:


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(6)“Qualified Involuntary Termination” shall mean the Grantee’s Termination Without Cause at a time when the Grantee would have satisfied the age and service requirements for a Qualified Full Retirement on the date of termination.

(8)“Termination Without Cause” shall mean the involuntary termination of the Grantee’s employment by the Company or its Subsidiaries without Cause (and other than due to death or Disability).

(9)“Years of Service” shall mean the total consecutive and continuous service with the Company, a Subsidiary or a predecessor entity of the Company or its Subsidiary, as an Employee.


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(b) Transfer Restrictions. During the Period of Restriction, the Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent such Restricted Stock Units are subject to a Period of Restriction.

(c) Lapse of Restrictions. The Period of Restriction shall lapse as to the Restricted Stock Units in accordance with the Grant. For the avoidance of doubt, once Restricted Stock Units vest, the Period of Restriction lapses as to those Restricted Stock Units. Subject to the terms of the Plan and Sections 4(d) and 6(b) hereof, upon lapse of the Period of Restriction, the Grantee shall be entitled to payment in accordance with Section 3 hereof.

(d) Change in Control.

(i)Subject to Section 2(d)(ii) below, in the event of a Change in Control (including, for the avoidance of doubt, a Change in Control that occurs within three (3) months following an Involuntary Termination of the Grantee), all unvested Restricted Stock Units shall immediately vest in full but, notwithstanding Section 3 of this Agreement, payment shall not be made in respect of any such vested Restricted Stock Units until such time that the Restricted Stock Units would have otherwise become payable in accordance with the provisions of this Agreement (absent the occurrence of such Change in Control); provided, however, that, in the event of an Involuntary Termination of the Grantee within twenty-four (24) months following the Change in Control, payment shall be made in respect of any such vested Restricted Stock Units (unless required to be made earlier pursuant to Section 3 hereof) as soon as practicable (and in no case more than thirty (30) days) after the date of such Involuntary Termination, subject to any delay in payment required by Section 7(j) of this Agreement.


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SECTION 3. PAYMENT IN RESPECT OF RESTRICTED STOCK UNITS

SECTION 4. TRADING STOCK AND SHAREHOLDER RIGHTS; TRANSFER RESTRICTIONS; HOLDING REQUIREMENT FOLLOWING PERIOD OF RESTRICTION

(c)The Grantee may also be subject to the Company’s hedging and pledging policy. For designated executive officers, the policy prohibits (i) directly or indirectly engaging in hedging or monetization transactions with the Restricted Stock Units and Company stock; (ii) engaging in short sale transactions with the Restricted Stock Units and Company stock; and (iii) pledging the Restricted Stock Units and Company stock as collateral for a loan, including through the use of traditional margin accounts with a broker. For the Grantee who is not such designated executive officer, the policy prohibits (i) directly or indirectly engaging in hedging or monetization transactions with the Restricted Stock Units and Company stock and (ii) engaging in short sale transactions with the Restricted Stock Units and Company stock.

SECTION 5. DIVIDEND EQUIVALENTS


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(a)Any dividend equivalents earned with respect to Restricted Stock Units that remain subject to a Period of Restriction shall not be paid to the Grantee but shall be held by the Company.

(b)Such held dividend equivalents shall be subject to the same Period of Restriction as the Restricted Stock Units to which they relate.

SECTION 6. GRANTEE OBLIGATIONS; RESTRICTIVE COVENANTS

In consideration for the benefits provided herein, the Grantee agrees to abide by the following terms:


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In this Section:

During the Grantee’s employment and for a period ending on the later of (A) one year after the termination of the Grantee’s employment, for any reason (other than a Qualified Full Retirement or Qualified Early Retirement), or (B) in the case of a termination of the Grantee’s employment due to a Qualified Full Retirement or Qualified Early Retirement for purposes of post-termination vesting, the later of one year after the termination of the Grantee’s employment or the date on which the Restricted Stock Units become fully vested in accordance with Section 2(a)(ii) or 2(a)(iii) herein, the Grantee agrees:


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SECTION 7. MISCELLANEOUS PROVISIONS

(a)Acknowledgements. The Grantee hereby acknowledges that he or she has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their respective terms and conditions. The Grantee acknowledges that there may be tax consequences upon the vesting of the Restricted Stock Units or the transfer of Shares paid to the Grantee under this Agreement and that the Grantee should consult an independent tax advisor.


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