Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following section discusses management's view of the financial condition and results of operations of FIS and its consolidated subsidiaries as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023, unless otherwise noted.
This section should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this Annual Report. Management's Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements. See "Statement Regarding Forward-Looking Information" and "Risk Factors" in Item 1A of this Annual Report for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.
Business Trends and Conditions
Revenue Sources and Markets
Our revenue from continuing operations is primarily derived from a combination of technology and processing solutions, transaction processing fees, professional services and software license fees. While we are a global company and do business around the world, the majority of our revenue is generated by clients in the U.S. The majority of our international revenue is generated by clients in the United Kingdom, Germany, Canada, Australia, Switzerland, France, South Africa, the Netherlands and India. In addition, the majority of our revenue has historically been recurring under multi-year Banking and Capital Markets contracts that contribute relative stability to our revenue stream. These solutions, in general, are considered critical to our clients' operations. Professional services revenue is typically non-recurring, though recognition often occurs over time rather than at a point in time. Sales of software licenses are typically non-recurring with point-in-time recognition and are less predictable.
Economic Trends
We continue to experience relatively stable sales cycles and levels of client activity across our businesses. While inflation remains elevated on a multi‑year basis, recent inflation levels in our primary markets have moderated compared to the peak levels observed over the past several years. However, we have experienced, and continue to experience, significant cost increases from vendors, and market conditions limit our ability to fully offset these increases through pricing actions. Relatively high interest rates have had, and may continue to have, a negative impact on our interest expense. During 2024, we used a portion of the net proceeds from the 2024 Worldpay Sale to repay our borrowings under our commercial paper programs and reduce our long-term debt, which decreased our interest expense from previous levels. However, we incurred approximately $7.7 billion of new debt upon closing of the Issuer Solutions Acquisition, as further discussed in Note 1 to the consolidated financial statements, which will increase our interest expense in 2026. 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. We continue to monitor the potential impacts of recently enacted and potential future tariff regimes in the U.S. and internationally. As of December 31, 2025, tariffs have not had a significant impact on our financial condition or results of operations.
2024 Worldpay Sale
The Company completed the 2024 Worldpay Sale on January 31, 2024, 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. FIS will no longer receive the contingent consideration as a result of the completion of the 2026 Worldpay Minority Interest Sale, as discussed below. 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 the proceeds from the 2024 Worldpay Sale in 2024 primarily to retire debt and repurchase shares, as well as for general corporate purposes. In connection with the 2024 Worldpay Sale, FIS and Worldpay 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 2026 Worldpay Minority Interest Sale, the commercial and other agreements were amended and extended as also discussed in Note 4 to the consolidated financial statements. Following the 2024 Worldpay Sale, we accounted for our non-controlling 45% equity interest in Worldpay using the equity method of accounting, and our share of the net income of Worldpay was reported as Equity method investment earnings (loss), net of tax, in our consolidated statements of earnings (loss).
As a result of the 2024 Worldpay Sale, we recorded a cumulative loss on sale of $578 million during 2024. During 2024, we also recorded a cumulative tax benefit of $1.1 billion, primarily from the release of U.S. deferred tax liabilities that were not transferred in the 2024 Worldpay Sale, net of the then-estimated U.S. tax cost of the 2024 Worldpay Sale. See "2026 Worldpay Minority Interest Sale" below for a discussion of subsequent changes to our U.S. deferred tax liabilities arising from our agreement to sell our remaining interest in Worldpay.
2026 Worldpay Minority Interest Sale
As a result of the 2026 Worldpay Minority Interest Sale, we expect to recognize an estimated pre-tax gain of $2.2 billion in the first quarter of 2026, representing the excess of the net selling price over the estimated carrying value of the Worldpay equity method investment as of the date of closing, adjusted for the impact of our share of Worldpay's cumulative translation adjustments recorded in accumulated other comprehensive earnings (loss). The estimated gain remains subject to change based on customary post-closing purchase price adjustments and final determination of these amounts, and the final gain could differ materially from the current estimate.
Investments in Innovation
We continue to assist financial institutions and other businesses in migrating to outsourced integrated technology solutions to improve their profitability and address increasing and ongoing regulatory requirements. We believe our integrated solutions and outsourced services are well-positioned to address this outsourcing trend across the markets we serve.
We continue to invest in modernization, innovation and integrated solutions to meet the demands of the markets we serve and to compete with global banks, financial and other technology providers, and emerging technology innovators. We invest both internally and through investment opportunities in companies building complementary technologies in the financial services space. Our internal development activities have related primarily to the modernization of our proprietary core systems in each of our segments, design and development of next-generation digital and innovative solutions and development of processing systems and related software applications and risk management platforms. We expect to continue to invest an appropriate level of resources to maintain, enhance and extend the functionality of our proprietary systems and existing software applications, to develop new and innovative software applications and systems to address emerging technology trends in response to the needs of our clients, and to enhance the capabilities of our outsourcing infrastructure.
Digital One Platform
Consumer preference, particularly in younger generations, continues to shift to digital-first banking solutions. It is increasingly clear that a priority for our clients is to provide a unified, engaging and inclusive banking experience powered by digital capabilities across all channels and customer activities. Our Digital One platform helps our clients, from top-tier large financial institutions with over $10 billion in assets to top-tier and mid-tier community banks, provide a set of modern digital solutions to support all customer types, including retail consumers, sole proprietors, small businesses and large corporations, through any channel, including desktop, tablet, smartphone, and branch. The uniform customer experience extends to support a broad range of financial services including opening new accounts, servicing existing accounts, money movement, and personal financial management, as well as other consumer, small business and commercial banking capabilities. The Digital One platform is host-agnostic, and our digital suite has been enabled across multiple FIS core banking platforms, including IBS, Horizon, Modern Banking Platform, AffinityEdge, and Systematics, in addition to non-FIS platforms run by banking financial institutions who demand market-leading digital capabilities.
Banking Industry Consolidation
We expect continued consolidation within the banking industry, primarily in the form of merger and acquisition activity among financial institutions, which generally increases competition among financial technology providers. 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 if the client retains our solutions and expands the use of them following the consolidation to support the newly combined entity. Conversely, we may lose revenue if 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.
Demand in the Payments Market
We continue to see demand in the payments market for innovative solutions that will deliver faster, more convenient payment options in mobile channels, internet applications, in-store cards, and digital currencies. The payment processing industry is adopting new technologies, developing new solutions, evolving new business models, and is being affected by new
market entrants and by an evolving regulatory environment. As financial institutions respond to these changes by seeking solutions to help them enhance their own offerings to consumers, including the ability to accept card-not-present payments in eCommerce and mobile environments, as well as contactless cards and mobile wallets at the point of sale, FIS believes that payment processors will seek to develop additional capabilities in order to serve clients' evolving needs. To facilitate this expansion, we believe that payment processors will need to enhance their technology platforms so they can deliver these capabilities and differentiate their offerings from other providers.
We believe that these market changes present both an opportunity and a risk for us, and we cannot predict which emerging technologies or solutions will be successful. However, FIS believes that payment processors, like FIS, that have scalable, integrated business models, provide solutions across the payment processing value chain and utilize broad distribution capabilities will be best-positioned to enable emerging alternative electronic payment technologies in the long term. Further, FIS believes that its depth of capabilities and breadth of distribution will enhance its position as emerging payment technologies are adopted by merchants and other businesses. FIS' ability to partner with non-financial institution enterprises, such as mobile payment providers and internet, retail and social media companies, continues to create attractive growth opportunities as these new entrants seek to become more active participants in the development of alternative electronic payment technologies and to facilitate the convergence of retail, online, mobile and social commerce applications.
Cybersecurity Threats and Solutions
Cyberattacks on information technology systems and the vendors and technological supply chain on which they rely continue to grow in frequency, complexity and sophistication, including the increasing use of AI by threat actors and the potential targeting of entities like FIS for the purposes of disruption of services or financial gain. Technical solutions that serve many customers are increasing targets of these kinds of attacks, including direct attacks on our supply chain partners, or our clients. This is a trend we expect to continue with widespread impacts. The continued growth in the frequency, complexity and sophistication of cyberattacks, coupled with the continued interconnection in the global technology ecosystem, present both a threat and an opportunity for FIS. Using expertise we have gained from our ongoing focus and investment, we have developed and we offer fraud, security, risk management and compliance solutions to target this growth opportunity in the financial services industry. We also use certain of these solutions to manage our own risks. See Item 1C for additional discussion of how the Company assesses, identifies, and manages cybersecurity risks.
Critical Accounting Policies and Estimates
The accounting policies and estimates described below are those we consider critical in preparing our consolidated financial statements. These policies require management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual amounts could differ from those estimates. See Note 2 to the consolidated financial statements for a more detailed description of the significant accounting policies that have been followed in preparing our consolidated financial statements.
Revenue Recognition
Application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation in the determination of distinct performance obligations. Other judgments may include the evaluation of the standalone selling price for each performance obligation and whether separate contracts with the same customer should be combined and considered part of one arrangement.
The determination as to whether individual promised solutions or services can be considered distinct or should instead be combined with other promised solutions or services in a contract may require judgment. We assess the solutions and services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a solution or service (or bundle of solutions or services) that is distinct - i.e., if a solution or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
Due to the large number, broad nature and average size of our individual customer contracts, the impact of judgments and assumptions that we apply in recognizing revenue for any single contract is not likely to have a material effect on our consolidated operations or financial position. However, the accounting policies that we apply across similar contracts, products
or classes of clients could significantly influence the timing and amount of revenue recognized in our historical and future results of operations or financial position.
Purchase Accounting
We allocate the purchase price of acquired businesses to the assets acquired and liabilities assumed in business combination transactions at their estimated fair values, except as otherwise required. Any portion of the purchase price in excess of the recorded amount of the net identifiable assets acquired is recognized as goodwill. The estimates used to determine the fair value of long-lived assets, such as customer relationships and software intangible assets, are complex and require a significant amount of management judgment. When necessary, we engage third-party valuation specialists to assist us in making these fair value determinations. We generally use discounted cash flow models, which require internally developed assumptions, to determine the acquisition fair value of customer relationship intangible assets and developed technology software assets. Assumptions for customer relationship asset valuations typically include forecasted revenue attributable to existing customer contracts and relationships, estimated annual attrition, forecasted margin, and estimated weighted average cost of capital and discount rates. Assumptions for software asset valuations typically include forecasted revenue attributable to the software assets, obsolescence rates, estimated royalty rates and estimated weighted average cost of capital and discount rates. The forecasted revenue and margins used in the discounted cash flow models are critical estimates in determining the fair value of customer relationships and developed technology software assets as these estimates are influenced by many factors including historical financial information and management’s expectation for future operating results as a combined company.
While we use our best estimates and assumptions to determine the fair values of the assets acquired and the liabilities assumed, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to our consolidated statements of earnings.
During the years ended December 31, 2025 and 2024, we closed on two and three acquisitions, respectively, that were accounted for as business combinations, as discussed in Note 5 to the consolidated financial statements. We had no material business combinations, individually or in the aggregate, during the year ended December 31, 2023.
Goodwill Impairment
The Company assesses goodwill for impairment by reporting unit on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment. Our reporting units are the same as our primary operating segments, with additional reporting units, as applicable, for certain non-strategic businesses within the Corporate and Other segment. Goodwill impairment assessments require a significant amount of management judgment, and a meaningful change in one or more of the underlying forecasts, estimates, or assumptions used in testing goodwill for impairment could result in a material impact on the Company's financial position or results of operations. Based on the results of our assessments, goodwill of the reporting units in our continuing operations was not impaired in any of the periods presented.
Our annual impairment test may first consider qualitative factors to determine whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value. Qualitative factors include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and events affecting the reporting unit or Company as a whole, including a sustained decrease in stock price. As a result of the qualitative assessment, if we conclude that it is more likely than not that the reporting unit's fair value is less than its carrying amount as a result of the qualitative assessment, or we elect to bypass the qualitative assessment for a reporting unit, then we must perform a quantitative assessment for that reporting unit.
When a quantitative assessment is triggered or elected, we typically engage third-party valuation specialists to assist us in determining the fair value of the reporting unit based on the weighted average of two valuation techniques: an income approach (also known as the discounted cash flow method) and a market approach. The income approach calculates a value based upon the present value of estimated future cash flows, while the market approach uses earnings multiples of similarly situated guideline public companies. The income approach involves the use of significant estimates and assumptions regarding forecasted revenue, growth rates, operating margins, capital expenditures, and other factors used to calculate estimated future cash flows. In addition, risk-adjusted discount rates and future economic and market conditions and other assumptions are applied. The market approach involves the selection of guideline public companies and earnings multiples considering factors such as markets of operation, solutions offered, and risk profiles. The income approach used to assess goodwill for impairment is a critical estimate because the forecasted revenue growth rate and margin assumptions (including long-term growth assumptions) underlying the estimated future cash flows are subject to management’s judgment based upon the best available
market information, internal forecasts and operating plans. A deterioration in these assumptions could adversely impact our results. The income approach is also particularly sensitive to the risk-adjusted discount rate selected.
For our Banking and Capital Markets reporting units, we performed a qualitative annual assessment for 2023, 2024 and 2025 and concluded that it remained more likely than not that the fair values of these reporting units continued to exceed their respective carrying amounts. 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.
Income Taxes
There is inherent uncertainty in quantifying our income tax positions. Management judgment is required to determine our provision for income taxes and income tax assets and liabilities. Management assesses our tax positions based on the application of accounting principles to our facts and circumstances and our interpretation of the tax laws, treaties and regulations, which are complex, vary by jurisdiction and may be subject to different interpretation by relevant taxing authorities.
We have various tax filing positions, including the allocation of income among various jurisdictions and the applicability of deductions and credits, which affect the timing and amount of our taxable income. We record a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. We also evaluate and measure uncertain tax positions taken or expected to be taken on tax returns and record liabilities for such positions that in our judgment may not be sustained, or only partially sustained, upon examination by taxing authorities. Our assessment may change based on various factors, including changes in facts or circumstances, changes in tax law and audit activity.
Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. If one or more of the taxing authorities were to successfully challenge a position taken, it could have a material adverse effect on our financial condition, results of operations or cash flows.
Related-Party Transactions
We are a party to related-party agreements with Worldpay as discussed in Note 4 to the consolidated financial statements. In connection with the closing of the 2024 Worldpay Sale, we entered into several agreements with certain Worldpay entities and entered into additional agreements with Worldpay during 2024, as further described in Note 4 to the consolidated financial statements.
Consolidated Results of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| | 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| (In millions) | | | | |
| Revenue | $ | 10,677 | | | $ | 10,127 | | | $ | 9,831 | | | $ | 550 | | | $ | 296 | | | 5 | % | | 3 | % |
| Cost of revenue | (6,741) | | | (6,323) | | | (6,175) | | | (418) | | | (148) | | | 7 | | | 2 | |
| Gross profit | 3,936 | | | 3,804 | | | 3,656 | | | 132 | | | 148 | | | 3 | | | 4 | |
| Gross profit margin | 37 | % | | 38 | % | | 37 | % | | | | | | | | |
| Selling, general and administrative expenses | (2,263) | | | (2,185) | | | (2,096) | | | (78) | | | (89) | | | 4 | | | 4 | |
| Asset impairments | (18) | | | (52) | | | (113) | | | 34 | | | 61 | | | NM | | NM |
| Other operating (income) expense, net - related party | (86) | | | (142) | | | — | | | 56 | | | (142) | | | (39) | | | NM |
| Operating income | 1,741 | | | 1,709 | | | 1,447 | | | 32 | | | 262 | | | 2 | | | 18 | |
| Operating margin | 16 | % | | 17 | % | | 15 | % | | | | | | | | |
NM = Not meaningful
Revenue
Revenue for the year ended December 31, 2025, increased primarily due to recurring revenue growth in both the Banking and Capital Markets segments. Recurring revenue growth was driven by broad-based growth across the Banking portfolio, led by our core and digital and payments businesses, and by the implementation of new Capital Markets sales. Revenue growth for the year ended December 31, 2025, was partially offset by a decrease in our Corporate and Other segment primarily due to the divestiture of a non-strategic business during the first quarter of 2025. Revenue was not materially impacted by foreign currency movements versus the prior year period.
Revenue for the year ended December 31, 2024, increased primarily due to new sales to both new and existing customers and increased transaction processing volumes, partially offset by declines associated with our non-strategic businesses. Revenue was not materially impacted by foreign currency movements versus the prior year period.
See "Segment Results of Operations" below for more detailed explanation.
Cost of Revenue, Gross Profit and Gross Profit Margin
Cost of revenue for the year ended December 31, 2025, increased primarily due to increased direct cost of revenue associated with higher transaction volumes and higher amortization of internally developed software. Gross profit for the year ended December 31, 2025, increased primarily driven by the profit associated with the revenue increases noted above. Gross profit margin for the year ended December 31, 2025, decreased as the cost of revenue increased faster than the pace of revenue due to higher amortization of internally developed software.
Cost of revenue for the year ended December 31, 2024, increased primarily due to increased infrastructure and labor expenses, which include costs to support the Worldpay transition services agreement ("TSA"). Gross profit margin for the year ended December 31, 2024, increased primarily due to operating leverage, continued cost management and increased higher-margin license revenue, partially offset by dis-synergies associated with the 2024 Worldpay Sale.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the year ended December 31, 2025, increased primarily due to higher net personnel costs, including an increase in one-time severance costs incurred as part of our enterprise-wide cost savings initiatives, as well as an increase in the amortization of deferred commissions.
Selling, general and administrative expenses for the year ended December 31, 2024, increased primarily due to higher expenses relating to the separation of the Worldpay Merchant Solutions business, offset in part by lower labor costs.
Asset Impairments
There were no material asset impairments during the year ended December 31, 2025.
Asset impairments for the year ended December 31, 2024, related primarily to an estimated loss recorded on the expected sale of a non-strategic business.
Asset impairments for the year ended December 31, 2023, related primarily to the termination of certain internally developed software projects.
Operating Income and Operating Margin
The annual change in operating income and operating margin for the years ended December 31, 2025 and 2024, resulted from the revenue and cost variances noted above.
Other Operating (Income) Expense, Net - Related Party
As described in Note 4 to the consolidated financial statements, under the terms of the Worldpay TSA, during 2025 and 2024, the Company provided technology infrastructure, risk and security, accounting and various other corporate services to Worldpay. The income received for these services is recorded in Other operating (income) expense, net - related party, and the corresponding expenses are recognized in Cost of revenue and Selling, general and administrative expense in the consolidated
statement of earnings (loss). Net TSA income decreased from 2024 to 2025 primarily as a result of winding down certain of the TSA services.
Total Other Income (Expense), Net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| Other income (expense): | (In millions) | | | | |
| Interest expense, net | $ | (367) | | | $ | (250) | | | $ | (621) | | | $ | (117) | | | $ | 371 | | | (47) | % | | 60 | % |
| Other income (expense), net | (198) | | | (162) | | | (164) | | | (36) | | | $ | 2 | | | NM | | NM |
| Total other income (expense), net | $ | (565) | | | $ | (412) | | | $ | (785) | | | (153) | | | $ | 373 | | | NM | | NM |
NM = Not meaningful
The increase in interest expense, net during the year ended December 31, 2025, was primarily due to a decrease in interest income, which was higher during the year ended December 31, 2024, as a result of unused proceeds from the 2024 Worldpay Sale. Interest expense (net) for the year ended December 31, 2024, also included bridge facility fees incurred to secure funding for the Issuer Solutions Acquisition, as discussed in Note 1 to the consolidated financial statements.
The decrease in interest expense, net during the year ended December 31, 2024, was primarily due to a reduction in our outstanding borrowings under our commercial paper programs and senior notes using a portion of the net proceeds from the 2024 Worldpay Sale and increased interest income generated on the proceeds of the 2024 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 15 to the consolidated financial statements.
Other income (expense) for the year ended December 31, 2025, primarily included the impact of a $(108) million write-off of the contingent consideration included as part of the 2024 Worldpay Sale, which write-off was triggered by the 2026 Worldpay Minority Interest Sale agreement, and a change in fair value of interest rate swaps accounted for as economic hedges, each as discussed in Note 15 to the consolidated financial statements, as well as foreign currency transaction remeasurement losses.
Other income (expense) for the year ended December 31, 2024, included loss on extinguishment of debt of approximately $(174) million, as discussed in Note 14 to the consolidated financial statements.
Other income (expense) for the year ended December 31, 2023, primarily included losses from foreign currency transaction remeasurements and the impact of the change in fair value of interest rate swaps accounted for as economic hedges. See Note 15 to the consolidated financial statements for further discussion of the interest rate swaps.
Provision (Benefit) for Income Taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| (In millions) | | | | |
| Provision (benefit) for income taxes | $ | 265 | | | $ | 362 | | | $ | 157 | | | $ | (97) | | | $ | 205 | | | NM | | NM |
| Effective tax rate | 23 | % | | 28 | % | | 24 | % | | | | | | | | |
NM = Not meaningful
The decrease in the effective tax rate for the year ended December 31, 2025, was predominately driven by comparatively lower income tax relating to foreign earnings in 2025, together with a decrease in 2025 income tax expense due to increased tax credits.
The increase in the effective tax rate for the year ended December 31, 2024, was predominately driven by increases to income tax relating to foreign earnings.
As described in Note 4 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' annual effective tax rate.
Equity Method Investment Earnings (Loss)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| (In millions) | | | | |
| Equity method investment earnings (loss), net of tax | $ | (526) | | | $ | (145) | | | $ | — | | | $ | (381) | | | $ | (145) | | | NM | | NM |
NM = Not meaningful
As discussed in Note 1 to the consolidated financial statements, the Company completed the 2024 Worldpay Sale on January 31, 2024, retaining a non-controlling equity interest in Worldpay. Until the closing of the 2026 Worldpay Minority Interest Sale, we accounted for our 45% equity interest in Worldpay using the equity method of accounting. During the period from February 1, 2024, through December 31, 2025, 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
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| | 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| (In millions) | | | | |
| Revenue | $ | — | | | $ | 413 | | | $ | 4,859 | | | $ | (413) | | | $ | (4,446) | | | (100) | % | | (92) | % |
| Earnings (loss) from discontinued operations related to major classes of pre-tax earnings (loss) | $ | — | | | $ | 179 | | | $ | (5,549) | | | (179) | | | 5,728 | | | NM | | NM |
| Loss on assets held for sale | $ | — | | | $ | — | | | $ | (1,909) | | | — | | | 1,909 | | | NM | | NM |
| Loss on sale of disposal group | $ | — | | | $ | (578) | | | — | | | 578 | | | (578) | | | NM | | NM |
| Provision (benefit) for income taxes | $ | — | | | $ | (1,062) | | | $ | (301) | | | 1,062 | | | (761) | | | NM | | NM |
| Earnings (loss) from discontinued operations, net of tax attributable to FIS | $ | — | | | $ | 663 | | | $ | (7,157) | | | (663) | | | 7,820 | | | NM | | NM |
NM = Not meaningful
As discussed in Note 1 to the consolidated financial statements, the Company completed the 2024 Worldpay Sale on January 31, 2024. The results of the Worldpay Merchant Solutions business prior to the completion of the 2024 Worldpay Sale have been presented as discontinued operations.
For the year ended December 31, 2024, changes in each of the captions above from the prior year are a result of the 2024 Worldpay Sale.
For the year ended December 31, 2024, we recorded a loss on sale of the Worldpay disposal group of $578 million, including the impact of post-closing adjustments.
For the year ended December 31, 2024, the Company recorded a tax benefit of $1.1 billion, primarily from the write-off of U.S. deferred tax liabilities that were not transferred in the 2024 Worldpay Sale, net of the estimated U.S. tax cost that the Company expects to incur as a result of the 2024 Worldpay Sale.
For the year ended December 31, 2023, Earnings (loss) from discontinued operations related to major classes of pre-tax 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 year ended December 31, 2023, we recorded a pre-tax loss on assets held for sale of $1.9 billion, reflecting the establishment of a valuation allowance to reduce the Worldpay Merchant Solutions disposal group's carrying value down to fair value less cost to sell as discussed in Note 3 to the consolidated financial statements.
Segment Results of Operations
FIS reports its financial performance based on the following segments: Banking Solutions; Capital Market Solutions;
and Corporate and Other.
Adjusted EBITDA is a measure of segment profit or loss reported to the chief operating decision maker, the Company's Chief Executive Officer and President, for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with FASB ASC Topic 280, Segment Reporting. Adjusted EBITDA is defined as net earnings (loss) before net interest expense, net other income (expense), income tax provision (benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs that do not constitute normal, recurring, cash operating expenses necessary to operate our business. These excluded costs generally consist of the purchase price amortization of acquired intangible assets as well as acquisition, integration and certain other costs and asset impairments. These costs and adjustments are recorded in the Corporate and Other segment for the periods discussed below. Financial information, including details of Adjusted EBITDA, for each of our segments is set forth in Note 22 to the consolidated financial statements.
Banking Solutions
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| | 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| | (In millions) | | | | |
| Revenue | $ | 7,285 | | | $ | 6,892 | | | $ | 6,743 | | | $ | 393 | | | $ | 149 | | | 6 | % | | 2 | % |
| Adjusted EBITDA | $ | 3,165 | | | $ | 3,032 | | | $ | 2,908 | | | 133 | | | 124 | | | 4 | | | 4 | |
| Adjusted EBITDA margin | 43.4 | % | | 44.0 | % | | 43.1 | % | | | | | | | | |
| Adjusted EBITDA margin basis points change | (60) | | | 90 | | | | | | | | | | | |
Year ended December 31, 2025, compared to 2024:
Revenue in our Banking segment increased 6% for the year ended December 31, 2025, driven primarily by recurring revenue, which grew 6% from broad-based growth across the portfolio, led by our core and digital and payments businesses.
Adjusted EBITDA increased year over year due to higher revenue. Adjusted EBITDA margin decreased year over year primarily due to unfavorable revenue mix.
Year ended December 31, 2024, compared to 2023:
Revenue in our Banking segment increased 2% for the year ended December 31, 2024. Recurring revenue contributed 3% to the total segment revenue growth rate, driven by higher transaction processing revenue. A decline in non-recurring revenue offset the growth rate by (1%), driven by the completion of federally funded pandemic relief programs.
Adjusted EBITDA increased year over year due to the revenue impacts noted above and the positive impact of the operating leverage and labor productivity and outsourcing initiatives. Adjusted EBITDA margin expanded year over year, driven primarily by labor productivity and outsourcing initiatives and favorable revenue mix compared to the prior year, including an increase in high-margin license revenue.
Capital Market Solutions
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| | 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| | (In millions) | | | | |
| Revenue | $ | 3,196 | | | $ | 2,979 | | | $ | 2,766 | | | $ | 217 | | | $ | 213 | | | 7 | % | | 8 | % |
| Adjusted EBITDA | $ | 1,657 | | | $ | 1,519 | | | $ | 1,390 | | | 138 | | | 129 | | | 9 | | | 9 | |
| Adjusted EBITDA margin | 51.8 | % | | 51.0 | % | | 50.3 | % | | | | | | | | |
| Adjusted EBITDA margin basis points change | 80 | | | 70 | | | | | | | | | | | |
Year ended December 31, 2025, compared to 2024:
Revenue in our Capital Markets segment increased 7% for the year ended December 31, 2025, driven primarily by recurring revenue which grew 6%, contributing 4% to the total segment revenue growth rate, largely from the implementation of new sales, favorable pricing and acquisitions. Non-recurring revenue contributed 2% to the segment revenue growth rate primarily due to increased license sales. Foreign currency movements contributed 1% to the segment revenue growth rate, primarily from movements in the Swedish Krona and Pound Sterling.
Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin increased year over year primarily due to cost management and favorable revenue mix, partially offset by the dilutive impact of a business acquired in December 2024.
Year ended December 31, 2024, compared to 2023:
Revenue in our Capital Markets segment increased 8% for the year ended December 31, 2024. Recurring revenue contributed 5% to the total segment revenue growth rate due to new SaaS sales to both new and existing customers, and non-recurring revenue contributed 2% to the growth rate due primarily to increased license sales. Foreign currency movements contributed 1% to the growth rate.
Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin increased year over year due primarily to the segment's operating leverage, continued cost management and increased higher-margin license revenue.
Corporate and Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years ended December 31, | | $ Change | | % Change |
| | | | | | | 2025 vs | | 2024 vs | | 2025 vs | | 2024 vs |
| | 2025 | | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| | (In millions) | | | | |
| Revenue | $ | 196 | | | $ | 256 | | | $ | 322 | | | $ | (60) | | | $ | (66) | | | (23) | % | | (20) | % |
| Adjusted EBITDA | $ | (491) | | | $ | (415) | | | $ | (346) | | | (76) | | | (69) | | | 18 | | | 20 | |
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 other operating income recorded in connection with our TSA with Worldpay, as well as operations from certain non-strategic businesses.
Year ended December 31, 2025, compared to 2024:
Revenue in our Corporate and Other segment decreased 23% for the year ended December 31, 2025, primarily due to the divestiture of a non-strategic business during the first quarter of 2025.
Adjusted EBITDA decreased compared to the prior year primarily due to higher corporate costs, including a reduction in income from the Worldpay TSA recognized as a contra-expense.
Year ended December 31, 2024, compared to 2023:
Revenue in our Corporate and Other segment decreased 20% for the year ended December 31, 2024, due to the ramp down of non-strategic businesses.
Adjusted EBITDA decreased primarily due to the revenue impacts noted above, as well as higher costs due to dis-synergies associated with the 2024 Worldpay Sale.
Liquidity and Capital Resources
Cash Requirements
Our principal ongoing cash requirements include operating expenses, income taxes, debt service payments, capital expenditures, stockholder dividends, working capital and timing differences in settlement-related assets and liabilities and may include discretionary debt repayments, share repurchases and business acquisitions. Our principal sources of funds are cash generated by operations and borrowings, including the capacity under our revolving credit facilities, the U.S. commercial paper program and the Euro-commercial paper program discussed in Note 14 to the consolidated financial statements.
As of December 31, 2025, the Company had $4,655 million of available liquidity, including $599 million of cash and cash equivalents and $4,056 million of capacity available under its revolving credit facilities. Approximately $329 million of cash and cash equivalents is held by our foreign entities. A portion of our domestic cash and cash equivalents relates to net deposits-in-transit, which are typically settled within a few business days. Debt outstanding totaled $13.1 billion, with an effective weighted average interest rate of 3.0%. We intend to continue to maintain investment-grade debt ratings.
We funded the Issuer Solutions Acquisition through a combination of approximately $7.7 billion of new debt drawn under a term facility, as discussed in Note 14 to the consolidated financial statements, and the 2026 Worldpay Minority Interest Sale. FIS expects to replace the Term Facility with new permanent financing in the form of senior notes to be issued based on market conditions. We expect our future cash paid for interest to increase from current levels as a result of financing the Issuer Solutions Acquisition.
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.
In January 2026, the Board of Directors approved a quarterly dividend of $0.44 per share beginning with the first quarter of 2026. A regular quarterly dividend of $0.44 per common share is payable on March 24, 2026, to shareholders of record as of the close of business on March 10, 2026. We currently expect to continue to pay quarterly dividends targeting dividend-per-share growth aligned to adjusted earnings per share growth. However, the amount, declaration and payment of future dividends are at the discretion of the Board of Directors and depend on, among other things, our investment opportunities (including potential mergers and acquisitions), results of operations, financial condition, cash requirements, future prospects, and other factors, including legal and contractual restrictions, that may be considered relevant by our Board of Directors. Additionally, the payment of cash dividends may be limited by covenants in certain debt agreements.
In August 2024, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock (the "2024 Repurchase Program"). Repurchases under this program are made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. The repurchase program does not have an expiration date and may be suspended for periods, amended or discontinued at any time. The Company repurchased approximately 18 million shares for approximately $1.3 billion during 2025 inclusive of repurchases completed under our share repurchase program authorized in January 2021. Approximately $1.8 billion remained available for repurchase under the 2024 Repurchase Program as of December 31, 2025. Following the closing of the Issuer Solutions Acquisition, the Company temporarily paused repurchases under this program and will resume at management's discretion, taking into account our target leverage ratio.
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 $2,608 million, $2,175 million and $2,078 million in 2025, 2024 and 2023, respectively. Cash flows from operations increased $433 million in 2025 and increased $97 million in 2024. The 2025
increase in cash flows from operations is primarily due to higher net earnings adjusted for non-cash items and improved working capital management.
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 $989 million, $817 million and $780 million in capital expenditures (excluding purchases of certain hardware and software subject to financing or other long-term payment arrangements) during 2025, 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 2025 and 2024, we used approximately $573 million and $514 million, respectively, of cash (net of cash acquired) related to new acquisitions. In 2024, in connection with the 2024 Worldpay Sale, we received $12.8 billion in cash proceeds. In 2025 and 2024, we divested $1.4 billion and $3.1 billion in cash, cash equivalents and restricted cash, respectively, included in current assets held for sale at the date of sale. The 2025 and 2024 divestitures were included in current assets held for sale at the date of sale. While 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, after closing the Issuer Solutions Acquisition, the Company expects to limit further investment in acquisitions to accelerate deleveraging until it returns to its target leverage ratio.
During the years ended December 31, 2025 and 2024, we received distributions of $147 million and $47 million, respectively, from Worldpay recorded as investing cash flows. We received regular cash distributions from Worldpay pursuant to the terms of the Limited Liability Company Operating Agreement ("LLCA") described in Note 4 to the consolidated financial statements until the completion of the 2026 Worldpay Minority Interest Sale.
Cash flows from investing also occasionally include cash received or paid relative to other activities that are not regularly recurring in nature. In 2025 and 2024, we paid approximately $0 million and $8 million, respectively, of net cash related to the settlement of cross-currency interest rate swaps.
Cash Flows from Financing
Cash flows from financing principally involve borrowing funds, repaying debt, repurchasing shares and paying dividends. For information regarding the Company's debt and financing activity, see "Risk Factors—Risks Related to Our Indebtedness" in Item 1A and "Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk" in Item 7A of this Annual Report and Notes 14 and 15 to the consolidated financial statements.
Contractual Obligations
FIS' long-term contractual obligations generally include its long-term debt, interest on long-term debt including the impact of accounting hedges, net coupon payments on undesignated interest rate swaps, lease payments on certain of its property and equipment and payments for certain purchase commitments and other obligations. See Notes 14, 15 and 16 to the consolidated financial statements for information on our long-term debt, financial instruments and operating leases, respectively. The following table summarizes FIS' other significant contractual obligations and commitments as of December 31, 2025 (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Payments Due in |
| | | | Less than | | 1-3 | | 3-5 | | More than |
| | Total | | 1 Year | | Years | | Years | | 5 Years |
| Interest (1) | | $ | 2,372 | | | $ | 336 | | | $ | 439 | | | $ | 368 | | | $ | 1,229 | |
| Purchase commitments (2) | | 1,155 | | | 554 | | | 453 | | | 148 | | | — | |
| Interest rate swap net coupons (3) | | 559 | | | 112 | | | 223 | | | 171 | | | 53 | |
| Total | | $ | 4,086 | | | $ | 1,002 | | | $ | 1,115 | | | $ | 687 | | | $ | 1,282 | |
(1)The amounts above include the impact of accounting hedges and assume that (a) applicable margins and commitment fees remain constant; (b) variable-rates in effect as of December 31, 2025, remain constant; (c) no refinancing occurs at debt maturity; (d) only mandatory debt repayments are made; (e) no new hedging transactions are effected; and (f) there are no future currency effects.
(2)Includes obligations principally for software, maintenance, and consulting and outsourced services, including cloud hosting and data centers.
(3)The amounts above reflect the net coupon payments on the fixed-to-variable and offsetting variable-to-fixed interest rate swaps, as described in Note 15, that result in a net fixed coupon spread payable by the Company; the amounts also assume that there are no future currency effects.
Recent Accounting Pronouncements
Recently Adopted Accounting Guidance
See Note 2 (v) to the consolidated financial statements for information on recently adopted accounting guidance.
Recent Accounting Guidance Not Yet Adopted
See Note 2 (v) to the consolidated financial statements for information on recent accounting guidance not yet adopted.
No other recently adopted accounting pronouncements or newly issued accounting pronouncements not yet effective during the fiscal year are expected to have a material impact on our consolidated financial statements or disclosures.
Item 8. Financial Statements and Supplementary Data
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
INDEX TO FINANCIAL INFORMATION
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Fidelity National Information Services, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Fidelity National Information Services, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of earnings (loss), comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Jacksonville, Florida
February 24, 2026
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Fidelity National Information Services, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Fidelity National Information Services, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of earnings (loss), comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Sufficiency of audit evidence over revenue
As disclosed in Note 2 to the consolidated financial statements, the Company’s revenue consists of the following types of revenue streams: i) transaction processing and services, ii) software maintenance, iii) software license, iv) professional services, and v) other recurring and non-recurring fees.
We identified the sufficiency of audit evidence over revenue as a critical audit matter. Evaluating the sufficiency of audit evidence required subjective auditor judgment because of the number of revenue streams, related revenue recognition processes, and the number of information technology (IT) applications utilized in the revenue recognition process to capture and aggregate the data.
The following are the primary procedures we performed to address this critical audit matter. Based on our knowledge of the Company, we applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. Specifically, we:
•evaluated the design and tested the operating effectiveness of certain internal controls within relevant revenue recognition processes, including general IT controls and IT application controls
•involved IT professionals, who assisted in the identification and testing of certain IT systems and related controls that are used by the Company in its revenue recognition process
•selected certain individual contracts and read the underlying contract and other documents that were part of the contract for each selection and evaluated the consistency of the revenue recognition determinations with the Company’s accounting policies and revenue recognition requirements
•assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with the Company’s accounting policies and underlying documentation, including contracts with customers and other relevant and reliable third-party data
•performed a software-assisted data analysis to test relationships among certain revenue transactions. For a selection of transactions, we compared the amounts recognized by the Company with underlying documentation, including contracts with customers and cash receipts.
We evaluated the sufficiency of the audit evidence obtained by assessing the results of procedures performed over revenue.
Evaluation of income tax positions related to certain transactions
As discussed in Note 17 to the consolidated financial statements, the Company’s provision for income taxes for the year ended December 31, 2025 was $265 million. The Company has consolidated deferred tax liabilities, net of $1,188 million (including a valuation allowance of $914 million) as of December 31, 2025. The Company evaluates and measures uncertain tax positions taken or expected to be taken on tax returns and records liabilities for such positions that in its judgment may not be sustained, or only partially sustained, upon examination by taxing authorities.
We identified the evaluation of the Company’s income tax positions related to certain transactions as a critical audit matter. Specifically, complex and challenging auditor judgment, and the involvement of tax professionals with specialized skills and knowledge, was required to evaluate the Company’s interpretation and application of income tax regulations in both domestic and foreign jurisdictions for certain tax positions and to assess whether certain tax positions are more likely than not of being sustained upon examination.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process. This included certain controls related to the Company’s interpretation and application of domestic and foreign tax regulations and the evaluation of whether certain tax positions are more-likely-than-not of being sustained upon examination. We involved tax professionals with specialized skills and knowledge in domestic and certain foreign jurisdictions, who assisted in:
• assessing the Company’s organization chart, intercompany documentation, and correspondence with third parties
• evaluating the Company’s interpretation and application of domestic and foreign jurisdictional tax laws and regulations and the resulting determination of whether certain tax positions are more likely than not of being sustained upon examination, considering the specific facts and circumstances
• performing an assessment of certain tax positions and comparing the results to the Company’s assessment.
/s/ KPMG LLP
We have served as the Company's auditor since 2004.
Jacksonville, Florida
February 24, 2026
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(In millions, except per share amounts)
| | | | | | | | | | | |
| 2025 | | 2024 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 599 | | | $ | 834 | |
| Settlement assets | 515 | | | 479 | |
Trade receivables, net of allowance for credit losses of $24 and $35, respectively | 1,944 | | | 1,876 | |
| Other receivables | 432 | | | 160 | |
| Receivables from related party | 39 | | | 84 | |
| Prepaid expenses and other current assets | 959 | | | 638 | |
| Current assets held for sale | — | | | 1,115 | |
| Total current assets | 4,488 | | | 5,186 | |
| Property and equipment, net | 691 | | | 646 | |
| Goodwill | 17,762 | | | 17,260 | |
| Intangible assets, net | 959 | | | 1,318 | |
| Software, net | 2,876 | | | 2,526 | |
| Equity method investment | 3,681 | | | 3,858 | |
| Other noncurrent assets | 1,710 | | | 1,749 | |
| Deferred contract costs, net | 1,321 | | | 1,241 | |
| Total assets | $ | 33,488 | | | $ | 33,784 | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable, accrued and other liabilities | $ | 2,097 | | | $ | 1,994 | |
| Settlement payables | 549 | | | 500 | |
| Deferred revenue | 957 | | | 902 | |
| Short-term borrowings | 2,729 | | | 636 | |
| Current portion of long-term debt | 1,284 | | | 968 | |
| Current liabilities held for sale | — | | | 1,094 | |
| Total current liabilities | 7,616 | | | 6,094 | |
| Long-term debt, excluding current portion | 9,069 | | | 9,686 | |
| Deferred income taxes | 1,215 | | | 863 | |
| Other noncurrent liabilities | 1,686 | | | 1,441 | |
| Total liabilities | 19,586 | | | 18,084 | |
| Equity: | | | |
| FIS stockholders’ equity: | | | |
Preferred stock, $0.01 par value, 200 shares authorized, none issued and outstanding as of December 31, 2025 and 2024 | — | | | — | |
Common stock, $0.01 par value, 750 shares authorized, 636 and 633 shares issued as of December 31, 2025 and 2024, respectively | 6 | | | 6 | |
| Additional paid in capital | 47,317 | | | 47,129 | |
| (Accumulated deficit) retained earnings | (22,718) | | | (22,257) | |
| Accumulated other comprehensive earnings (loss) | (504) | | | (364) | |
Treasury stock, $0.01 par value, 122 and 102 common shares as of December 31, 2025 and 2024, respectively, at cost | (10,202) | | | (8,816) | |
| Total FIS stockholders’ equity | 13,899 | | | 15,698 | |
| Noncontrolling interest | 3 | | | 2 | |
| Total equity | 13,902 | | | 15,700 | |
| Total liabilities and equity | $ | 33,488 | | | $ | 33,784 | |
See accompanying notes, which are an integral part of these consolidated financial statements.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statements of Earnings (Loss)
Years Ended December 31, 2025, 2024 and 2023
(In millions, except per share amounts) | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| Revenue | $ | 10,677 | | | $ | 10,127 | | | $ | 9,831 | |
| Cost of revenue | 6,741 | | | 6,323 | | | 6,175 | |
| Gross profit | 3,936 | | | 3,804 | | | 3,656 | |
| Selling, general and administrative expenses | 2,263 | | | 2,185 | | | 2,096 | |
| Asset impairments | 18 | | | 52 | | | 113 | |
| Other operating (income) expense, net - related party | (86) | | | (142) | | | — | |
| Operating income | 1,741 | | | 1,709 | | | 1,447 | |
| Other income (expense): | | | | | |
| Interest income | 24 | | | 101 | | | 92 | |
| Interest expense | (391) | | | (351) | | | (713) | |
| Other income (expense), net | (198) | | | (162) | | | (164) | |
| Total other income (expense), net | (565) | | | (412) | | | (785) | |
| Earnings (loss) before income taxes and equity method investment earnings (loss) | 1,176 | | | 1,297 | | | 662 | |
| Provision (benefit) for income taxes | 265 | | | 362 | | | 157 | |
| Equity method investment earnings (loss), net of tax | (526) | | | (145) | | | — | |
| Net earnings (loss) from continuing operations | 385 | | | 790 | | | 505 | |
| Earnings (loss) from discontinued operations, net of tax | — | | | 663 | | | (7,153) | |
| Net earnings (loss) | 385 | | | 1,453 | | | (6,648) | |
Net (earnings) loss attributable to noncontrolling interest from continuing operations | (3) | | | (3) | | | (3) | |
Net (earnings) loss attributable to noncontrolling interest from discontinued operations | — | | | — | | | (4) | |
| Net earnings (loss) attributable to FIS | $ | 382 | | | $ | 1,450 | | | $ | (6,655) | |
| | | | | |
| Net earnings (loss) attributable to FIS: | | | | | |
| Continuing operations | $ | 382 | | | $ | 787 | | | $ | 502 | |
| Discontinued operations | — | | | 663 | | | (7,157) | |
| Total | $ | 382 | | | $ | 1,450 | | | $ | (6,655) | |
| Basic earnings (loss) per common share attributable to FIS: | | | | | |
| Continuing operations | $ | 0.73 | | | $ | 1.42 | | | $ | 0.85 | |
| Discontinued operations | — | | | 1.20 | | | (12.11) | |
| Total | $ | 0.73 | | | $ | 2.62 | | | $ | (11.26) | |
| Diluted earnings (loss) per common share attributable to FIS: | | | | | |
| Continuing operations | $ | 0.73 | | | $ | 1.42 | | | $ | 0.85 | |
| Discontinued operations | — | | | 1.19 | | | (12.11) | |
| Total | $ | 0.73 | | | $ | 2.61 | | | $ | (11.26) | |
| Weighted average common shares outstanding: | | | | | |
| Basic | 523 | | | 553 | | | 591 | |
| Diluted | 525 | | | 555 | | | 591 | |
Amounts in table may not sum or calculate due to rounding.
See accompanying notes, which are an integral part of these consolidated financial statements.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Earnings (Loss)
Years Ended December 31, 2025, 2024 and 2023
(In millions) | | | | | | | | | | | | | | | | | | | | |
| | | 2025 | | 2024 | | 2023 |
| Net earnings (loss) | | $ | 385 | | | $ | 1,453 | | | $ | (6,648) | |
| Other comprehensive earnings (loss), before tax: | | | | | | |
| Foreign currency translation adjustments | | $ | 283 | | | $ | (216) | | | $ | 586 | |
| Change in fair value of net investment hedges | | (636) | | | 353 | | | (677) | |
| Excluded components of fair value hedges | | (115) | | | 32 | | | 74 | |
| Reclassification of foreign currency translation adjustments to net earnings (loss) from discontinued operations | | — | | | (134) | | | — | |
| Share of equity method investment other comprehensive earnings (loss) | | 189 | | | (42) | | | — | |
| Other adjustments | | (8) | | | (9) | | | 1 | |
| Other comprehensive earnings (loss), before tax | | (287) | | | (16) | | | (16) | |
| Provision for income tax (expense) benefit related to items of other comprehensive earnings (loss) | | 147 | | | (88) | | | 116 | |
| Other comprehensive earnings (loss), net of tax | | (140) | | | (104) | | | 100 | |
| Comprehensive earnings (loss) | | 245 | | | 1,349 | | | (6,548) | |
| Net (earnings) loss attributable to noncontrolling interest | | (3) | | | (3) | | | (7) | |
Comprehensive earnings (loss) attributable to FIS | | $ | 242 | | | $ | 1,346 | | | $ | (6,555) | |
See accompanying notes, which are an integral part of these consolidated financial statements.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statements of Equity
Years ended December 31, 2025, 2024 and 2023
(In millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Amount |
| | | | | | FIS Stockholders | | | | |
| | | | | | | | | | (Accumulated | | Accumulated | | | | | | |
| | Number of shares | | | | Additional | | deficit) | | other | | | | | | |
| | Common | | Treasury | | Common | | paid in | | retained | | comprehensive | | Treasury | | Noncontrolling | | Total |
| | shares | | shares | | stock | | capital | | earnings | | earnings (loss) | | stock | | interest (1) | | equity |
| Balances, December 31, 2022 | 630 | | | (39) | | | $ | 6 | | | $ | 46,735 | | | $ | (15,011) | | | $ | (360) | | | $ | (4,192) | | | $ | 8 | | | $ | 27,186 | |
| Issuance of restricted stock | 1 | | | — | | | — | | | | | — | | | — | | | | | — | | | — | |
| Exercise of stock options | — | | | — | | | — | | | 40 | | | — | | | — | | | — | | | — | | | 40 | |
| Purchases of treasury stock | — | | | (9) | | | — | | | — | | | — | | | — | | | (510) | | | — | | | (510) | |
| Treasury shares held for taxes due upon exercise of stock awards | — | | | | | — | | | — | | | — | | | — | | | (22) | | | — | | | (22) | |
| Stock-based compensation | — | | | — | | | — | | | 153 | | | — | | | — | | | — | | | — | | | 153 | |
Cash dividends declared ($2.08 per share) and other distributions | — | | | — | | | — | | | — | | | (1,239) | | | — | | | — | | | (9) | | | (1,248) | |
| Other | — | | | — | | | — | | | 5 | | | — | | | — | | | — | | | — | | | 5 | |
| Net earnings | — | | | — | | | — | | | — | | | (6,655) | | | — | | | — | | | 7 | | | (6,648) | |
| Other comprehensive earnings (loss), net of tax | — | | | — | | | — | | | — | | | — | | | 100 | | | — | | | — | | | 100 | |
| Balances, December 31, 2023 | 631 | | | (48) | | | $ | 6 | | | $ | 46,933 | | | $ | (22,905) | | | $ | (260) | | | $ | (4,724) | | | $ | 6 | | | $ | 19,056 | |
| Issuance of restricted stock | 2 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Exercise of stock options | — | | | — | | | — | | | 4 | | | — | | | — | | | — | | | — | | | 4 | |
| Purchases of treasury stock | — | | | (54) | | | — | | | — | | | — | | | — | | | (4,017) | | | — | | | (4,017) | |
| Treasury shares held for taxes due upon exercise of stock awards | — | | | — | | | — | | | — | | | — | | | — | | | (75) | | | — | | | (75) | |
| Stock-based compensation | — | | | — | | | — | | | 192 | | | — | | | — | | | — | | | — | | | 192 | |
Cash dividends declared ($1.44 per share) and other distributions | — | | | — | | | — | | | — | | | (802) | | | — | | | — | | | (5) | | | (807) | |
| Sale of Worldpay noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2) | | | (2) | |
| Net earnings (loss) | — | | | — | | | — | | | — | | | 1,450 | | | — | | | — | | | 3 | | | 1,453 | |
| Other comprehensive earnings (loss), net of tax | — | | | — | | | — | | | — | | | — | | | (104) | | | — | | | — | | | (104) | |
| Balances, December 31, 2024 | 633 | | | (102) | | | $ | 6 | | | $ | 47,129 | | | $ | (22,257) | | | $ | (364) | | | $ | (8,816) | | | $ | 2 | | | $ | 15,700 | |
| Issuance of restricted stock | 3 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Exercise of stock options | — | | | — | | | — | | | 8 | | | — | | | — | | | — | | | — | | | 8 | |
| Purchases of treasury stock | — | | | (20) | | | — | | | — | | | — | | | — | | | (1,289) | | | — | | | (1,289) | |
| Treasury shares held for taxes due upon exercise of stock awards | — | | | — | | | — | | | — | | | — | | | — | | | (97) | | | — | | | (97) | |
| Stock-based compensation | — | | | — | | | — | | | 180 | | | — | | | — | | | — | | | — | | | 180 | |
Cash dividends declared ($1.60 per share) and other distributions | — | | | — | | | — | | | — | | | (843) | | | — | | | — | | | (2) | | | (845) | |
| Sale of Worldpay noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Net earnings (loss) | — | | | — | | | — | | | — | | | 382 | | | — | | | — | | | 3 | | | 385 | |
| Other comprehensive earnings (loss), net of tax | — | | | — | | | — | | | — | | | — | | | (140) | | | — | | | — | | | (140) | |
| Balances, December 31, 2025 | 636 | | (122) | | | $ | 6 | | | $ | 47,317 | | | $ | (22,718) | | | $ | (504) | | | $ | (10,202) | | | $ | 3 | | | $ | 13,902 | |
(1)Excludes redeemable noncontrolling interest that is not considered equity. See Note 5, Virtus Acquisition, for additional information.
See accompanying notes, which are an integral part of these consolidated financial statements.
FIDELITY NATIONAL INFORMATION SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024 and 2023 (In millions)
| | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| Cash flows from operating activities from continuing operations: | | | | | |
| Net earnings (loss) | $ | 385 | | | $ | 1,453 | | | $ | (6,648) | |
| Less earnings (loss) from discontinued operations, net of tax | — | | | 663 | | | (7,153) | |
| Net earnings (loss) from continuing operations | 385 | | | 790 | | | 505 | |
| Adjustments to reconcile net earnings (loss) from continuing operations to net cash provided by operating activities: | | | | | |
| Depreciation and amortization | 1,883 | | | 1,737 | | | 1,744 | |
| Amortization of debt issuance costs | 37 | | | 20 | | | 29 | |
| Asset impairments | 18 | | | 52 | | | 113 | |
| Loss on extinguishment of debt | — | | | 174 | | | — | |
| Loss (gain) on sale of businesses, investments and other | 119 | | | 62 | | | 97 | |
| Stock-based compensation | 181 | | | 186 | | | 120 | |
| Loss from equity method investment | 526 | | | 145 | | | — | |
| Deferred income taxes | (31) | | | (204) | | | (415) | |
| Net changes in assets and liabilities, net of effects from acquisitions and foreign currency: | | | | | |
| Trade and other receivables | (246) | | | (94) | | | 341 | |
| Receivable from related party | 44 | | | (84) | | | — | |
| Settlement activity | 14 | | | 2 | | | (3) | |
| Prepaid expenses and other assets | (135) | | | (205) | | | (155) | |
| Deferred contract costs | (469) | | | (509) | | | (418) | |
| Deferred revenue | 64 | | | 31 | | | 29 | |
| Accounts payable, accrued liabilities, and other liabilities | 218 | | | 72 | | | 91 | |
| Net cash provided by operating activities from continuing operations | 2,608 | | | 2,175 | | | 2,078 | |
| Cash flows from investing activities from continuing operations: | | | | | |
| Additions to property and equipment | (154) | | | (97) | | | (115) | |
| Additions to software | (835) | | | (720) | | | (665) | |
| Acquisitions, net of cash acquired | (573) | | | (514) | | | (202) | |
| Net proceeds from sale of businesses and investments | — | | | 12,833 | | | 45 | |
| Cash divested from sale of business | (1,417) | | | (3,150) | | | — | |
| Settlement of net investment hedge cross-currency interest rate swaps | — | | | (8) | | | (20) | |
| Coupon payments on interest rate swaps | (112) | | | (122) | | | (28) | |
Distributions from equity method investments | 147 | | | 47 | | | — | |
| Other investing activities, net | (98) | | | (91) | | | (24) | |
| Net cash provided by (used in) investing activities | (3,042) | | | 8,178 | | | (1,009) | |
| Cash flows from financing activities from continuing operations: | | | | | |
| Borrowings | 55,428 | | | 25,430 | | | 93,087 | |
| Repayment of borrowings and other financing arrangements | (54,348) | | | (33,175) | | | (94,444) | |
| Debt issuance costs | (30) | | | (6) | | | (3) | |
| Net proceeds from stock issued under stock-based compensation plans | 8 | | | 3 | | | 41 | |
| Treasury stock activity | (1,425) | | | (4,045) | | | (522) | |
| Dividends paid | (847) | | | (800) | | | (1,231) | |
| Purchase of noncontrolling interest | — | | | — | | | (173) | |
| Other financing activities, net | 35 | | | 43 | | | (7) | |
| Net cash provided by (used in) financing activities | (1,179) | | | (12,550) | | | (3,252) | |
| Cash flows from discontinued operations: | | | | | |
| Net cash provided by (used in) operating activities | 208 | | | (104) | | | 2,257 | |
| Net cash provided by (used in) investing activities | — | | | (39) | | | (342) | |
| Net cash provided by (used in) financing activities | — | | | (65) | | | (241) | |
| Net cash provided by (used in) discontinued operations | 208 | | | (208) | | | 1,674 | |
| Effect of foreign currency exchange rate changes on cash from continuing operations | 58 | | | (31) | | | 5 | |
| Effect of foreign currency exchange rate changes on cash from discontinued operations | — | | | (32) | | | 105 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | (1,347) | | | (2,468) | | | (399) | |
| Cash, cash equivalents and restricted cash, beginning of year | 1,946 | | | 4,414 | | | 4,813 | |
| Cash, cash equivalents and restricted cash, end of year | $ | 599 | | | $ | 1,946 | | | $ | 4,414 | |
| Supplemental cash flow information: | | | | | |
| Cash paid for interest | $ | 401 | | | $ | 396 | | | $ | 696 | |
| Cash paid for income taxes, net of refunds | $ | 628 | | | $ | 488 | | | $ | 402 | |
See accompanying notes, which are an integral part of these consolidated financial statements.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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)Organization
FIS is a leading global provider of financial services technology solutions for financial institutions, businesses and developers. We improve the digital transformation of our financial economy, advancing the way the world pays, banks and invests.
During the third quarter of the fiscal year 2023, the Company determined that the plan to dispose of Worldpay Merchant Solutions represented a strategic shift that would 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 2024 Worldpay Sale, as well as subsequent adjustments for the resolution of related contingencies, have been reflected as discontinued operations and, as such, have been excluded from continuing operations and segment results.
On January 31, 2024, the Company completed the sale (the "2024 Worldpay Sale") of a 55% equity interest in its Worldpay Merchant Solutions business to private equity funds managed by GTCR, LLC (such funds, the "Buyer"). FIS retained a non-controlling 45% equity interest in a new standalone joint venture, Worldpay Holdco, LLC ("Worldpay"), following the closing of the 2024 Worldpay Sale. FIS' share of the net income (loss) of Worldpay is reported as Equity method investment earnings (loss), net of tax, in the consolidated statements of earnings (loss). The cash proceeds received by FIS, net of closing adjustments and transaction costs, are presented as investing cash flows within continuing operations in 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 December 31, 2025.
On January 9, 2026, FIS completed its previously announced (i) acquisition of the Issuer Solutions business ("the "Issuer Solutions Business") from Global Payments Inc., ("Global Payments") ("the Issuer Solutions Acquisition") and (ii) sale of all of its equity interests in Worldpay (the "2026 Worldpay Minority Interest Sale"), pursuant to the transaction agreement (the "Transaction Agreement"), entered into on April 17, 2025, by and among FIS, Global Payments, Total System Services LLC, and Worldpay.
FIS acquired the Issuer Solutions Business from Global Payments in exchange for FIS' minority interest in Worldpay and approximately $7.7 billion in cash, which is equal to the difference between the purchase price payable by FIS in respect of the Issuer Solutions Business and the purchase price payable by Global Payments in respect of FIS' minority interest in Worldpay. The cash payment amount is subject to customary post-closing adjustments in respect of the respective purchase price for each of Worldpay and the Issuer Solutions Business.
The purchase price paid by Global Payments in respect of Worldpay was based on a $24.25 billion enterprise valuation of Worldpay, and the purchase price paid by FIS in respect of the Issuer Solutions Business was based on a $13.5 billion enterprise valuation of the Issuer Solutions Business, in each case, subject to customary adjustments for the cash, debt and working capital (relative to a target) of Worldpay and the Issuer Solutions Business, respectively, as of the closing of the transactions. We funded the Issuer Solutions Acquisition through a combination of approximately $7.7 billion of new debt and the 2026 Worldpay Minority Interest Sale.
We continued to account for our non-controlling 45% equity interest in Worldpay using the equity method of accounting through the closing date of the 2026 Worldpay Minority Interest Sale. Upon closing, we expect to recognize an estimated pre-tax gain of $2.2 billion based on the excess of the net selling price over the estimated carrying value of the Worldpay equity method investment as of the date of closing, adjusted for the impact of our share of Worldpay's cumulative translation adjustments recorded in accumulated other comprehensive earnings (loss). The estimated gain remains subject to change based on customary post-closing purchase price adjustments and final determination of these amounts, and the final gain could differ materially from the current estimate.
Amounts in tables in the financial statements and accompanying footnotes may not sum or calculate due to rounding.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(2)Summary of Significant Accounting Policies
The following describes the significant accounting policies of the Company used in preparing the accompanying consolidated financial statements.
(a)Principles of Consolidation and Management Estimates
The consolidated financial statements include the accounts of FIS, its wholly-owned subsidiaries and subsidiaries that are majority-owned. Noncontrolling interests represent the minority shareholders’ share of the net earnings or loss and equity in consolidated subsidiaries. The Company’s noncontrolling interests presented in the consolidated statements of earnings (loss) includes net earnings (loss) attributable to noncontrolling interests. Noncontrolling interests are presented as a component of equity in the consolidated balance sheets. All intercompany profits, transactions and balances have been eliminated in consolidation.
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") and related rules and regulations of the U.S. Securities and Exchange Commission requires our management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. 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.
(b)Cash and Cash Equivalents
The Company considers cash on hand, money market funds and other highly liquid investments with original maturities of three months or less to be cash and cash equivalents. As part of the Company's electronic funds transfer and network business, the Company provides cash settlement services to financial institutions and state and local governments. These services involve the movement of funds among the various parties associated with automated teller machines ("ATM") and point-of-sale or electronic benefit transactions ("EBT"). This activity results in a balance due to the Company at the end of each business day that it recoups over the next few business days. The net in-transit balances due to the Company are included in Cash and cash equivalents on the consolidated balance sheets. The carrying amounts reported in the consolidated balance sheets for these instruments approximate their fair value.
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): | | | | | | | | | | | |
| December 31, |
| 2025 | | 2024 |
| Cash and cash equivalents on the consolidated balance sheets | $ | 599 | | | $ | 834 | |
| Merchant float from discontinued operations included in current assets held for sale (1) | — | | | 1,074 | |
| Cash from discontinued operations included in current assets held for sale | — | | | 38 | |
| Total Cash, cash equivalents and restricted cash per the consolidated statements of cash flows | $ | 599 | | | $ | 1,946 | |
(1)Merchant float funds are considered restricted cash.
(c)Fair Value Measurements
Fair Value Hierarchy
The authoritative accounting literature defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy based on the quality of inputs used to measure fair value.
The fair value hierarchy includes three levels that are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
measurements) and the lowest priority to unobservable inputs (Level 3 measurements). If the inputs used to measure the fair value fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the asset or liability. The three levels of the fair value hierarchy are described below.
Level 1. Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2. Inputs to the valuation methodology include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in inactive markets;
•Inputs other than quoted prices that are observable for the asset or liability;
•Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3. Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations
In a business combination transaction, an acquirer recognizes, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree and generally measures these items at their acquisition date fair values, except as otherwise required. Any portion of the purchase price in excess of the recorded amount of the net identifiable assets acquired is recognized as goodwill. Fair values are determined using the framework outlined above under Fair Value Hierarchy and the methodologies addressed in the individual subheadings. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During the measurement period, we also recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. Contingent consideration liabilities or receivables recorded in connection with business acquisitions are also adjusted for changes in fair value until settled.
Fair Value of Financial Instruments
The carrying amounts reported in the consolidated balance sheets for settlement assets and payables as well as short-term borrowings approximate their fair values because of their immediate or short-term maturities. The fair value of the Company's long-term debt is based on quoted prices of our senior notes and trades of our debt in close proximity to year end, which are considered Level 2-type measurements. The Company also holds, or has held, certain derivative instruments, specifically interest rate swaps, cross-currency interest rate swaps and foreign currency exchange forward contracts, which are also valued using Level 2-type measurements. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. The fair value of the contingent consideration from the 2024 Worldpay Sale, as discussed further in (d) Derivative Financial Instruments below, is based on unobservable inputs and assumptions with respect to the timing and level of returns that will be realized by the Buyer upon certain distribution events, which are considered Level 3-type measurements. As a result of these estimates, the value of financial instruments presented in the Company's consolidated financial statements may not necessarily be indicative of amounts the Company could realize or settle currently.
(d)Derivative Financial Instruments
The Company enters into derivatives to manage foreign currency and interest rate risk; the Company does not use derivatives for trading purposes, to generate income or to engage in speculative activity.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During all periods presented, the Company used cross-currency interest rate swaps to engage in hedging activities relating to changes in foreign currency exchange rates impacting its investment in certain foreign-currency-denominated operations. The Company designated these cross-currency interest rate swaps as net investment hedges. The Company also utilized foreign-currency-denominated debt as non-derivative net investment hedges. During 2023, the Company also began utilizing cross-currency interest rate swaps to engage in hedging activities relating to its exposure to foreign currency risk associated with its foreign currency-denominated debt. The Company designated these cross-currency interest rate swaps as fair value hedges.
Prior to the quarter ended September 30, 2023, the Company used fixed-to-variable interest rate swaps to engage in hedging activities relating to changes in interest rates impacting the fair value of its fixed-rate long-term debt. The Company designated these interest rate swaps as fair value hedges. During the quarter ended September 30, 2023, the Company de-designated these interest rate swaps as fair value hedges and entered into offsetting variable-to-fixed interest rate swaps. The de-designated and new interest rate swaps are accounted for as economic hedges.
During all periods presented, the Company used foreign currency forward contracts as economic hedges to reduce the foreign currency risk associated with payments due at maturity or extinguishment of the Company's foreign currency-denominated debt and cross-currency interest rate swaps.
As part of the 2024 Worldpay Sale, the Company obtained the right to receive $1.0 billion of consideration contingent on the returns realized by the Buyer exceeding certain thresholds. The Company recognized this financial instrument as a derivative. As a result of the 2026 Worldpay Minority Interest Sale, Buyer’s returns will not exceed the thresholds necessary to earn this contingent consideration. See Note 15 for further information.
The Company records all derivatives, whether designated in accounting hedging relationships or not, on the consolidated balance sheets at fair value. The Company's derivative contracts are generally subject to master netting arrangements, which contain various netting and setoff provisions; however, the Company has elected to record derivative assets and liabilities on a gross basis in the accompanying consolidated balance sheets in Prepaid expenses and other current assets; Other noncurrent assets; Accounts payable, accrued and other liabilities; or Other noncurrent liabilities, as appropriate. See Notes 15 and 20 for additional details, including accounting policies.
(e)Allowance for Credit Losses
The Company monitors trade receivable balances and contract assets as well as other receivables and estimates the allowance for lifetime expected credit losses. Estimates of expected credit losses are based on historical collection experience and other factors, including those related to current market conditions and events, changes in client creditworthiness, client payment terms and collection trends.
(f)Settlement Assets and Payables
The principal components of the Company's settlement assets and payables on the consolidated balance sheets are as follows (in millions):
| | | | | | | | | | | | | | |
| | December 31, |
| | 2025 | | 2024 |
| Settlement assets | | | | |
| Settlement deposits | | $ | 368 | | | $ | 353 | |
| Settlement receivables | | 147 | | | 126 | |
| Total Settlement assets | | $ | 515 | | | $ | 479 | |
| | | | |
| Settlement payables | | $ | 549 | | | $ | 500 | |
The payment solutions that give rise to the settlement balances described below are separate and distinct from those settlement activities referred to under (b) Cash and Cash Equivalents, where the solutions we provide primarily facilitate the movement of funds.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
We manage certain payment solutions and programs and wealth management processes for our clients that require us to hold and manage client cash balances used to fund their daily settlement activity. Settlement deposits represent funds we hold that were drawn from our clients to facilitate settlement activities. Settlement receivables represent amounts funded by us. Settlement payables consist of settlement deposits from clients, settlement payables to third parties or clients, and outstanding checks related to our settlement activities for which the right of offset does not exist or we do not intend to exercise our right of offset. Our accounting policy for such outstanding checks is to include them in Settlement payables on the consolidated balance sheets and operating cash flows on the consolidated statements of cash flows.
(g)Contract Related Balances
The payment terms and conditions in our customer contracts may vary. In some cases, customers pay in advance of our delivery of solutions or services; in other cases, payment is due as services are performed or in arrears following the delivery of the solutions or services. Differences in timing between revenue recognition and invoicing result in accrued trade receivables, contract assets, or deferred revenue on our consolidated balance sheets. Trade receivables are accrued when revenue is recognized prior to invoicing but the right to payment is unconditional (i.e., only the passage of time is required). This occurs most commonly when software term licenses recognized at a point in time are paid for periodically over the license term. Contract assets result when amounts allocated to distinct performance obligations are recognized when or as control of a solution or service is transferred to the customer but invoicing is contingent on performance of other performance obligations or on completion of contractual milestones. Contract assets are transferred to trade receivables when the rights become unconditional, typically upon invoicing of the related performance obligations in the contract or upon achieving the requisite project milestone. Deferred revenue results from customer payments in advance of our satisfaction of the associated performance obligation(s) and relates primarily to prepaid maintenance or other recurring services. Deferred revenue is relieved as revenue is recognized. Contract assets and deferred revenue are reported on a contract-by-contract basis at the end of each reporting period. At December 31, 2025 and 2024, contract assets of $349 million and $220 million, respectively, are included in Prepaid expenses and other current assets and $233 million and $308 million, respectively are included in Other noncurrent assets on the consolidated balance sheets. Noncurrent deferred revenue is included in Other noncurrent liabilities as detailed in Note 13. Changes in the contract assets and deferred revenue balances for the years ended December 31, 2025 and 2024, were not materially impacted by any factors other than those described above. In some cases, signing bonuses are paid, or credits are offered, to customers in connection with the origination or renewal of customer contracts. These incentives are recorded as Other noncurrent assets on our consolidated balance sheets and amortized on a straight-line basis as a reduction of revenue over the lesser of the useful life of the solution or the expected customer relationship period for new contracts or over the contract period for renewal contracts.
(h)Goodwill
Goodwill represents the excess of the total consideration transferred in business combinations over the amount of the net identifiable assets acquired in accordance with the measurement guidance for such items. Goodwill is not amortized but is assessed for impairment by reporting unit. The Company assesses goodwill for impairment on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment. An impairment charge is recognized when and to the extent a reporting unit's carrying amount is determined to exceed its estimated fair value. Our reporting units are the same as our primary operating segments, with additional reporting units for certain non-strategic businesses within the Corporate and Other segment.
The Company has the option to first assess qualitatively whether it is more likely than not that a reporting unit's carrying amount exceeds its estimated fair value. The option of whether to perform the qualitative assessment is made annually and may vary by reporting unit. Events and circumstances that are considered in performing the qualitative assessment include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, events affecting the reporting unit or Company as a whole, including a sustained decrease in stock price. When performing the qualitative assessment, we examine those factors most likely to affect each reporting unit's fair value. If we conclude that it is more likely than not that the reporting unit's fair value is less than its carrying amount (that is, a likelihood of more than 50 percent) as a result of the qualitative assessment, or we elect to bypass the qualitative assessment for a reporting unit, then we perform a quantitative assessment for that reporting unit.
In applying the quantitative assessment, we typically engage third-party valuation specialists to assist us in determining the fair value of a reporting unit based on a weighted average of valuation techniques, a combination of an income approach and a market approach, which are Level 3-type measurements. The income approach calculates a value based upon the present value of estimated future cash flows, while the market approach uses earnings multiples of similarly situated guideline public
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companies. If the fair value of the reporting unit determined using the quantitative analysis exceeds the carrying amount of the reporting unit's net assets, goodwill is not impaired.
Both qualitative and quantitative assessments require a significant amount of management judgment involving the use of forecasts, estimates, and assumptions.
(i)Impairment of Long-Lived Assets and Intangible Assets with Finite Useful Lives
Long-lived assets and intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset, which are Level 3-type measurements. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no significant impairments of long-lived assets or intangible assets with finite useful lives during the years ended December 31, 2025, 2024 and 2023.
(j)Intangible Assets
The Company has intangible assets that consist primarily of customer relationships and trademarks (i.e., a collective term for trademarks, trade names, and related intellectual property rights) that are recorded in connection with acquisitions at their fair value based on the results of valuation analyses. Customer relationships and trademarks acquired in business combinations are generally valued using the multi-period excess earnings method and relief-from-royalty method, respectively, which are Level 3-type measurements. Customer relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates up to a 10-year period. Trademarks with finite lives are amortized over periods ranging up to 10 years. Intangible assets with finite lives are reviewed for impairment following the same approach as long-lived assets.
(k)Software
Software includes software acquired in business combinations, purchased software and capitalized software development costs. Software acquired in business combinations is generally valued using the relief-from-royalty method, a Level 3-type measurement. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, and software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, typically ranging from one to 10 years.
The capitalization of software development costs is based on whether the software is to be sold, leased or otherwise marketed, or if the software is for internal use. After the technological feasibility of the software has been established (for software to be marketed) or at the beginning of application development (for internal-use software), software development costs, which primarily include salaries and related payroll costs and costs of independent contractors incurred during development, are capitalized. Research and development costs incurred prior to the establishment of technological feasibility (for software to be marketed) or prior to application development (for internal-use software) are expensed as incurred. Software development costs are amortized on a solution-by-solution basis commencing on the date of general release (for software to be marketed) or the date placed in service (for internal-use software). Software development costs for internal-use software are amortized using the straight-line method over its estimated useful life, which typically ranges from three to 10 years. Software development costs for software to be marketed are amortized using the greater of (1) the straight-line method over its estimated useful life, which typically ranges from three to 10 years, or (2) the ratio of current revenue to total anticipated revenue over its useful life.
The Company reviews software assets for impairment at each reporting date. For software to be marketed, an impairment charge is recorded to the extent the carrying amount exceeds the net realizable value. Internal-use software is reviewed for impairment following the same approach as long-lived assets. Determining net realizable values and future cash flows involves judgments and the use of estimates and assumptions regarding future economic and market conditions. Adverse changes in these conditions could result in an impairment charge which could be material to our consolidated financial statements.
See Note 10 for software asset impairment losses recognized during the years ended December 31, 2025, 2024 and 2023, and incremental software amortization expense recognized during the year ended December 31, 2023.
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(l)Deferred Contract Costs
The Company incurs costs as a result of both the origination and fulfillment of our contracts with customers. Origination costs relate primarily to the payment of sales commissions that are directly related to sales transactions. Fulfillment costs include the cost of implementation services related to software as a service ("SaaS") and other cloud-based arrangements when the implementation service is not distinct from the ongoing service. When origination costs and fulfillment costs that will be used to satisfy future performance obligations are directly related to the execution of our contracts with customers, and the costs are recoverable under the contract, the costs are capitalized as a deferred contract cost. Impairment losses are recognized if the carrying amounts of the deferred contract costs are not recoverable.
Origination costs for contracts that contain a distinct software license recognized at a point in time are allocated between the license and all other performance obligations of the contract and amortized according to the pattern of performance for the respective obligations. Otherwise, origination costs are capitalized as a single asset for each contract or portfolio of similar contracts and amortized using an appropriate single measure of performance considering all of the performance obligations in the contracts. The Company amortizes origination costs over the expected benefit period to which the deferred contract cost relates. Origination costs related to initial contracts with a customer are amortized over the lesser of the useful life of the solution or the expected customer relationship period. Commissions paid on renewals are amortized over the renewal period. Capitalized fulfillment costs are amortized over the lesser of the useful life of the solution or the expected customer relationship period.
See Note 11 for deferred contract cost incremental amortization expense recognized during the year ended December 31, 2023.
(m)Property and Equipment
Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the estimated useful lives of the related assets typically as follows: 30 years for buildings and three to seven years for furniture, fixtures and computer equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the initial term of the applicable lease or the estimated useful lives of such assets.
(n)Income Taxes
The Company recognizes deferred income tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities and expected benefits of using net operating loss ("NOL") and credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred income taxes of changes in tax rates and laws, if any, is reflected in the consolidated financial statements in the period enacted. A valuation allowance is established for any portion of a deferred income tax asset for which management believes it is more likely than not that the Company will not be able to realize the benefits of all or a portion of that deferred income tax asset. The Company has provided for residual income tax on unremitted earnings related to certain foreign subsidiaries based on the Company's cash management strategy including consideration of needs and uses as set forth in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources." Certain of the Company's earnings are indefinitely reinvested offshore and could be subject to additional income tax if repatriated. It is not practicable to determine the unrecognized deferred tax liability on a hypothetical distribution of those earnings.
(o)Operating Leases
The Company leases certain of its property, primarily real estate, under operating leases. Operating lease right-of-use ("ROU") assets are included in Other noncurrent assets, and operating lease liabilities are included in Accounts payable, accrued and other liabilities and Other noncurrent liabilities on the consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Operating lease ROU assets also include any prepaid lease payments and exclude lease incentives received. The Company uses an incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. Lease term for accounting purposes may
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include options to extend (generally ranging from one to five years) or to terminate the lease when it is reasonably certain that the Company will exercise that option. For certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Lease agreements may include lease and related non-lease components, which are accounted for as a single lease component. Fixed costs included in the measurement of ROU assets are recognized as operating lease cost generally on a straight-line basis over the lease term. Certain leases require the Company to pay taxes, insurance, maintenance and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the ROU assets and lease liabilities to the extent they are variable in nature; instead, they are recognized as variable lease cost when incurred.
(p)Revenue Recognition
The Company generates revenue in a number of ways, including from the delivery of account- or transaction-based processing, SaaS, business process as a service ("BPaaS"), cloud offerings, software licensing, software-related services and professional services.
The Company enters into arrangements with customers to provide services, software and software-related services such as maintenance and implementation either individually or as part of an integrated offering. The Company assesses the solutions and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a solution or service (or bundle of solutions or services) that is distinct - i.e., if a solution or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. To identify its performance obligations, the Company considers all of the solutions or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company recognizes revenue when or as it satisfies a performance obligation by transferring control of a solution or service to a customer.
Revenue is measured based on the consideration that the Company expects to receive in a contract with a customer. The Company's contracts with its customers frequently contain variable consideration. Variable consideration exists when the amount which the Company expects to receive in a contract is based on the occurrence or non-occurrence of future events, such as processing services performed under usage-based pricing arrangements or professional services billed on a time-and-materials basis. Variable consideration is also present in certain transactions in the form of discounts, credits, price concessions, penalties, and similar items. If the amount of a discount or rebate in a contract is fixed and not contingent, that discount or rebate is not variable consideration. The Company estimates variable consideration in its contracts primarily using the expected value method. In some contracts, the Company applies the most likely amount method by considering the single most likely amount in a limited range of possible consideration amounts. The Company develops estimates of variable consideration on the basis of both historical information and current trends. Variable consideration included in the transaction price is constrained such that a significant revenue reversal is not probable.
Taxes collected from customers and remitted to governmental authorities are not included in revenue. Postage fees associated with print and mail services are recognized gross of related expenses; postage costs are accounted for as a fulfillment cost and are included in cost of revenue.
Technology or service components from third parties are frequently embedded in or combined with our applications or service offerings. We are often responsible for billing the client in these arrangements and transmitting the applicable fees to the third party. The Company determines whether it is responsible for providing the third-party solution or service as a principal or for arranging for the solution or service to be provided by the third party as an agent. Judgment is applied to determine whether we are the principal or the agent by evaluating whether the Company has control of the solution or service prior to it being transferred to the customer. The principal versus agent assessment is performed at the performance obligation level. Indicators that the Company considers in determining if it has control include whether the Company is primarily responsible for fulfilling the promise to provide the specified solution or service to the customer, the Company has inventory risk and the Company has discretion in establishing the price the customer ultimately pays for the solution or service. Depending upon the level of our contractual responsibilities and obligations for delivering solutions to end customers, we have arrangements where we are the principal and recognize the gross amount billed to the customer and other arrangements where we are the agent and recognize the net amount retained.
The total transaction price of a contract is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the solution(s) or service(s) to the customer (the "allocation objective"). If the allocation objective is met at contractual prices, no allocation adjustments from
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contract prices are made. Otherwise, the Company reallocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis, except when the criteria are met for allocating variable consideration to one or more, but not all, performance obligations in the contract. The Company allocates variable consideration to one or more, but not all, performance obligations when the terms of the variable payment relate specifically to the Company's efforts to satisfy the performance obligation (or transfer the distinct solution or service) and when such allocation is consistent with the allocation objective when considering all performance obligations in the contract. Determining whether the criteria for allocating variable consideration to one or more, but not all, performance obligations in the contract requires judgment and may affect the timing and amount of revenue recognized.
To determine the standalone selling price of its promised solutions or services, the Company conducts a regular analysis to determine whether various solutions or services have an observable standalone selling price. If the Company does not have an observable standalone selling price for a particular solution or service, then the standalone selling price for that particular solution or service is estimated using all information that is reasonably available and maximizing observable inputs using approaches including historical pricing, cost plus a margin, adjusted market assessment, and a residual approach.
The following describes the nature of the Company's primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions the Company enters into with its customers.
Transaction Processing and Services Revenue
Transaction processing and services revenue is primarily comprised of payment processing, data processing, application management, and outsourced services, including our SaaS, BPaaS and cloud offerings. Transaction processing and services revenue is recurring and is typically volume or activity based depending on factors such as the number of payments, transactions, accounts or trades processed, number of users, number of hours of services or amount of computer resources used. Fees may include tiered pricing structures with the base tier representing a minimum monthly usage fee. Pricing within the tiers typically resets on a monthly basis, and minimum monthly volumes are generally met or exceeded. Contract lengths for processing services typically span one or more years; however, when distinct hosting services are offered, they are often cancelable without a significant penalty with 30-days' notice. Payment is generally due in advance or in arrears on a monthly or quarterly basis and may include fixed or variable payment amounts depending on the specific payment terms and activity in the period.
In transaction processing and services contracts, the nature of the Company's promise to the customer is to stand ready to provide continuous access to the Company's processing platforms and perform an unspecified quantity of transaction processing and outsourced services for a specified term or terms. Accordingly, transaction processing and services are generally viewed as stand-ready performance obligations comprised of a series of distinct daily services. The Company typically satisfies its transaction processing and services performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because the Company's efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. The Company has evaluated its variable payment terms related to its transaction processing and services revenue accounted for as a series of distinct days of service and concluded that they generally meet the criteria for allocating variable consideration entirely to one or more, but not all, performance obligations in a contract. Accordingly, when the criteria are met, variable amounts based on the number and type of services performed during a period are allocated to, and recognized on, the day in which the Company performs the related services. Fixed fees for processing services are generally recognized ratably over the contract period.
Transaction processing and services revenue also includes network, interchange, and other pass-through fees. Pass-through fees generally represent variable consideration and are allocated to, and recognized on, the day on which the related services are performed. Pass-through fees are billed monthly. Network and interchange fees are presented on a net basis; other pass through fees may be recorded on either a gross or a net basis depending on whether the Company is acting as a principal or an agent.
Software Maintenance Revenue
Software maintenance is comprised of technical support services and unspecified software updates and upgrades provided on a when-and-if-available basis. Software maintenance revenue is generally based on fixed fees. Payment terms are typically annually, quarterly, or monthly in advance. Contract terms vary and can span multiple years. The Company generally satisfies its maintenance-related performance obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance.
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Other Recurring Revenue
Other recurring revenue is comprised primarily of services provided by dedicated personnel resources who work full time at client sites and under the client's direction. Revenue from dedicated resource agreements is generally based on fixed monthly fees per resource. Payment terms are typically annually, quarterly, or monthly in advance. Contract terms vary and can span multiple years. The Company generally satisfies its dedicated resource obligations evenly using a time-elapsed output method over the contract term given there is no discernible pattern of performance.
Software License Revenue
The Company's software licenses generally have significant stand-alone functionality to the customer upon delivery and are considered to be functional intellectual property. Additionally, the nature of the Company's promise in granting these software licenses to a customer is typically to provide the customer with a right to use the Company's intellectual property. The Company's software licenses are generally considered distinct performance obligations. Revenue allocated to software licenses is typically recognized at a point in time upon delivery of the license and is non-recurring. Contracts that contain software licenses often have non-standard terms that require significant judgments that may affect the amount and timing of revenue recognized.
When a software license requires frequent updates that are integral to maintaining the utility of the license to the customer, the Company combines the software license and the maintenance into a single performance obligation, and revenue for the combined performance obligation is recognized in Transaction processing and services revenue as the maintenance is provided, consistent with the treatment described for maintenance above. When a software license contract also includes professional services that provide significant modification or customization of the software license, the Company combines the software license and professional services into a single performance obligation, and revenue for the combined performance obligation is recognized as the professional services are provided, consistent with the methods described below for professional services revenue.
The Company has contracts where the licensed software is offered in conjunction with hosting services. The licensed software may be considered a separate performance obligation from the hosting services if the customer can take possession of the software during the contractual term without incurring a significant penalty and if it is feasible for the customer to run the software on its own infrastructure or hire a third party to host the software. If the licensed software and hosting services are separately identifiable, license revenue is recognized when the hosting services commence and it is within the customer's control to obtain a copy of the software. If the software license is not separately identifiable from the hosting service, then the related revenue for the combined performance obligation is recognized ratably over the hosting period and classified as processing revenue.
Occasionally, the Company offers extended payment terms on its license transactions; however, such transactions are generally not considered to have a significant financing component.
Professional Services Revenue
Professional services revenue is comprised of implementation, conversion, and programming services associated with the Company's data processing and application management agreements and implementation or installation services related to licensed software. Although this revenue is non-recurring in nature, it is generally recognized over time, with service durations spanning from several weeks to several years, depending on the scope and complexity of the work. Payment terms for professional services may be based on an upfront fixed fee, fixed upon the achievement of milestones, or on a time-and-materials basis.
In assessing whether implementation services provided on data processing, application management or software agreements are a distinct performance obligation, the Company considers whether the services are both capable of being distinct (i.e., the customer can benefit from the services alone or in combination with other resources that are readily available to the customer) and distinct within the context of the contract (i.e., the services are separately identifiable from the other performance obligations in the contract). Implementation services and other professional services are typically considered distinct performance obligations. However, when these services involve significant customization or modification of an underlying solution or offering, or if the services are complex and not available from a third-party provider and must be completed prior to a customer having the ability to benefit from a solution or offering, then such services and the underlying solution or offering will be accounted for as a combined performance obligation.
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The Company's professional services that are accounted for as distinct performance obligations and that are billed on a fixed fee basis are typically satisfied as services are rendered; thus, the Company uses a cost-based input method, such as cost-to-cost or efforts expended (labor hours), to provide a faithful depiction of the transfer of those services. For professional services that are distinct and billed on a time-and-materials basis, revenue is generally recognized using an output method that corresponds with the time and materials billed and delivered, which is reflective of the transfer of the services to the customer. Professional services that are not distinct from an associated solution or offering are recognized over the common measure of progress for the overall performance obligation (typically a time-elapsed output measure that corresponds to the period over which the solution or offering is made available to the customer).
Other Non-recurring Revenue
Other non-recurring revenue is comprised primarily of hardware, one-time card production, and early termination fees. The Company typically does not stock in inventory the hardware solutions sold but arranges for delivery of hardware from third-party suppliers. The Company determines whether hardware delivered from third-party suppliers should be recognized on a gross or net basis by evaluating whether the Company has control of the solution or service prior to it being transferred to the customer. Equipment and one-time card production revenue is generally recognized at a point in time upon delivery. Early contract terminations are treated as contract modifications. Early termination fees are added to a contract's transaction price once it becomes likely that liquidated damages will be charged to a customer, typically upon notification of early termination. Early termination fees are recognized over the remaining period of the related performance obligation(s).
Material Rights
Some of the Company's contracts with customers include options for the customer to acquire additional, or renew existing, solutions or services in the future. Options may represent a material right to acquire solutions or services if the discount is incremental to the range of discounts typically given for those solutions or services to that class of customer in that geographical area or market and if the customer would not have obtained the option without entering into the contract. If deemed to be a material right, the Company will account for the material right as a separate performance obligation and determine the standalone selling price based on directly observable prices when available. If the standalone selling price is not directly observable, then the Company estimates the standalone selling price to be equal to the discount that the customer would obtain by exercising the option, as adjusted for any discount that the customer would receive without exercising the option and for the likelihood that the option will be exercised.
(q)Cost of Revenue and Selling, General and Administrative Expenses
Cost of revenue consists of costs directly associated with providing solutions or services to clients and includes payroll, employee benefits and other costs associated with personnel employed in customer service and service delivery roles as well as third-party costs involved in fulfillment of performance obligations for which the Company is acting as a principal. Cost of revenue also includes data processing costs, amortization of software, customer relationship and trademark intangible assets, and depreciation on operating assets.
Selling, general and administrative expenses include payroll, employee benefits and other costs associated with personnel employed in sales, marketing, human resources, finance, risk management and other administrative roles, as well as acquisition, integration and certain other costs that are not considered when management evaluates revenue-generating segment performance. Selling, general and administrative expenses also include depreciation on non-operating corporate assets as well as advertising and other marketing-related program costs.
(r)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, and our 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). Given Worldpay's capital structure under the terms of Limited Liability Company Operating Agreement ("LLCA"), which grants us a liquidation preference ahead of other unit holders, we apply the hypothetical liquidation book value ("HLBV") method to determine our share of the investee's earnings or losses because our liquidation rights and priorities differ from our underlying ownership interest. The HLBV method calculates the proceeds that would be
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attributable to each investor based on the change, during the reporting period, of the amount of net assets to which each investor would be entitled under the liquidation provisions of the governing contractual arrangements if the investment were to be liquidated at book value, excluding any contributions or distributions during the reporting period. 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 carrying values of our equity method investments are adjusted for our equity method investment earnings (loss) before application of investor-level taxes and for our pro rata share of the investee's other comprehensive 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.
(s)Stock-Based Compensation Plans
The Company accounts for stock-based compensation plans using the fair value method. Thus, compensation cost is measured based on the fair value of the award at the grant date and is recognized over the service period. For our service-based stock awards, we recognize the compensation cost on a straight-line basis over the award's service period, which is generally three years. For our performance-based stock awards with market conditions which typically cliff vest on the third anniversary date of the grant, we recognize the compensation cost on a straight-line basis over the service period when it is probable the outcome of that performance condition will be achieved. The Company adjusts the compensation expense over the service period based upon the expected achievement level of the applicable performance condition. Certain of our stock awards contain only market conditions. In those circumstances, compensation cost is recognized over the service period and is not reversed even if the award does not become exercisable in the event the market condition is not achieved. The Company estimates future forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ significantly from those estimates.
(t)Foreign Currency Translation
Our functional currency is the U.S. dollar. The functional currency of each of our operating subsidiaries is generally the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries with non-U.S. dollar functional currencies are translated into U.S. dollars for consolidation purposes using the foreign exchange rates applicable to the dates of the financial statements. Generally, these consist of the exchange rates in effect at the balance sheet date for balance sheet accounts and the average exchange rates in effect during the relevant period for revenue and expense accounts. The adjustments resulting from the translation are included in Accumulated other comprehensive earnings (loss) in the consolidated statements of equity and consolidated statements of comprehensive earnings (loss) and are excluded from net earnings.
Gains or losses resulting from measuring foreign currency transactions into the respective functional currency are included in Other income (expense), net in the consolidated statements of earnings (loss).
(u)Net Earnings (Loss) per Share
The basic weighted average shares and common stock equivalents for the years ended December 31, 2025, 2024 and 2023, are computed using the treasury stock method.
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Net earnings (loss) and earnings (loss) per share for the years ended December 31, 2025, 2024 and 2023, are as follows (in millions, except per share data): | | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2025 | | 2024 | | 2023 |
| Net earnings (loss) from continuing operations attributable to FIS | $ | 382 | | | $ | 787 | | | $ | 502 | |
| Net earnings (loss) from discontinued operations attributable to FIS | — | | | 663 | | | (7,157) | |
| Net earnings (loss) attributable to FIS | $ | 382 | | | $ | 1,450 | | | $ | (6,655) | |
| Weighted average shares outstanding-basic | 523 | | | 553 | | | 591 | |
| Plus: Common stock equivalent shares | 2 | | | 2 | | | — | |
| Weighted average shares outstanding-diluted | 525 | | | 555 | | | 591 | |
| Net earnings (loss) per share-basic from continuing operations attributable to FIS | $ | 0.73 | | | $ | 1.42 | | | $ | 0.85 | |
| Net earnings (loss) per share-basic from discontinued operations attributable to FIS | — | | | 1.20 | | | (12.11) | |
| Net earnings (loss) per share-basic attributable to FIS | $ | 0.73 | | | $ | 2.62 | | | $ | (11.26) | |
| Net earnings (loss) per share-diluted from continuing operations attributable to FIS | $ | 0.73 | | | $ | 1.42 | | | $ | 0.85 | |
| Net earnings (loss) per share-diluted from discontinued operations attributable to FIS | — | | | 1.19 | | | (12.11) | |
| Net earnings (loss) per share-diluted attributable to FIS | $ | 0.73 | | | $ | 2.61 | | | $ | (11.26) | |
The diluted net loss per share for the year ended December 31, 2023, did not include the effect of common stock equivalent shares of 2 million.
Options to purchase approximately 5 million, 7 million and 8 million shares of our common stock for the years ended December 31, 2025, 2024 and 2023, respectively, were not included in the computation of diluted earnings (loss) per share because they were anti-dilutive.
(v)Recent Accounting Guidance
Recently Adopted Accounting Guidance
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The ASU also introduces requirements for disaggregated disclosures of federal, state and foreign income tax expense and taxes paid. The amendments are effective for annual periods beginning after December 31, 2024, and should be applied prospectively, although retrospective application is permitted. The Company elected to adopt the amendments retrospectively for the annual period ending December 31, 2025, and expanded its disclosures around income taxes. See Note 17 for further information.
Recent Accounting Guidance Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the impact of adoption on our financial disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient that allows entities to assume conditions existing as of the balance sheet date remain unchanged over the life of the asset when estimating credit losses for current trade receivables and current contract assets arising from transactions accounted for under Topic 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual periods, with early adoption permitted. The amendments should be applied prospectively. The Company believes that adoption of this ASU will not have a material effect on the consolidated financial statements or related disclosures.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This guidance updates requirements for capitalizing internal-use software costs by replacing the current stage-based model with a principles-based approach. Under the new ASU, capitalization of eligible software development costs begins when management has authorized and committed to funding the project and it is probable the project will be completed and used as intended. Entities must also consider whether significant uncertainty exists regarding the development activities. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years. Early adoption is permitted. The amendments may be applied prospectively, on a modified retrospective basis for in-process projects, or retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The ASU introduces targeted improvements intended to better align hedge accounting with an entity’s risk management activities, including expanded eligibility for certain hedging instruments, enhanced flexibility in designating hedged items, and clarifications for hedging strategies involving variable pricing and foreign currency risk. The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of adoption on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the effects of this ASU on its consolidated financial statements and related disclosures.
(w)Certain Reclassifications
Certain reclassifications have been made in the 2024 and 2023 consolidated financial statements to conform to the classifications used in 2025 as described below.
•The Company revised the presentation of certain items within the consolidated statements of cash flows. Specifically, the Company reclassified Distributions from equity method investments to a separate line item within investing activities, which were previously included within other investing activities, net. This reclassification did not impact total cash flows from operating, investing, or financing activities. To conform to the current‑year presentation, prior‑period amounts have been reclassified where applicable.
•The Company elected to adopt ASU 2023-09 retrospectively for the annual period ending December 31, 2025, and updated the presentation of the reconciliation of the federal statutory income tax rate to the effective tax rate for all comparative periods presented. See Note 17.
•Origination and fulfillment costs from contracts with customers as shown in Note 11 have been recategorized. Prior-period amounts were reclassified to conform to the current-year presentation.
(3)Discontinued Operations
2024 Sale of 55% Equity Interest in Worldpay Merchant Solutions Business
As discussed in Note 1, the Company completed the 2024 Worldpay Sale on January 31, 2024. The results of the Worldpay Merchant Solutions business prior to the closing of the 2024 Worldpay Sale, as well as subsequent adjustments for the resolution of related contingencies, have been presented as discontinued operations. There were no earnings (loss) from discontinued operations during the year ended December 31, 2025.
The following table presents 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 years ended December 31, 2025, 2024 and 2023 (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
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
on July 5, 2023, the Company ceased amortization of long-lived assets held for sale in accordance with FASB ASC Topic 360, Property, Plant and Equipment.
| | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| Major components of earnings (loss) from discontinued operations before income taxes: | | | | | |
| Revenue | $ | — | | | $ | 413 | | | $ | 4,859 | |
| Cost of revenue | — | | | (73) | | | (1,662) | |
| Selling, general, and administrative expenses | — | | | (158) | | | (1,992) | |
| Asset impairments | — | | | — | | | (6,844) | |
| Interest income (expense), net | — | | | 3 | | | 27 | |
| Other, net | — | | | (6) | | | 63 | |
| Earnings (loss) from discontinued operations related to major components of pre-tax earnings (loss) | — | | | 179 | | | (5,549) | |
| Loss on assets held for sale | — | | | — | | | (1,909) | |
| Loss on sale of disposal group | — | | | (578) | | | — | |
| Earnings (loss) from discontinued operations | — | | | (399) | | | (7,458) | |
| Provision (benefit) for income taxes | — | | | (1,062) | | | (301) | |
| Earnings (loss) from discontinued operations, net of tax, attributable to FIS | $ | — | | | $ | 663 | | | $ | (7,157) | |
During the year ended December 31, 2023, we recorded a $1.9 billion loss on assets held for sale related to the Worldpay Merchant Solutions reporting unit to reduce its carrying value to its estimated fair value less estimated costs to sell, primarily as a result of the exclusion of certain deferred tax liabilities that were not expected to be transferred in the transaction. This amount was subsequently updated until the closing of the 2024 Worldpay Sale.
As a result of the 2024 Worldpay Sale, during the year ended December 31, 2024, we recorded a loss on sale of disposal group of $578 million, including the impact of post-closing adjustments. We also recorded a cumulative tax benefit of $1.1 billion in connection with the 2024 Worldpay Sale, primarily from the release of U.S. deferred tax liabilities that were not transferred in the 2024 Worldpay Sale, net of the estimated U.S. tax cost that the Company expects to incur as a result of the 2024 Worldpay Sale.
Additionally, as part of the 2024 Worldpay Sale, the Company obtained the right to receive up to $1.0 billion of consideration contingent on the returns realized by the Buyer exceeding certain thresholds ("2024 Worldpay Sale contingent consideration"). The Company recognized this financial instrument as a derivative. As a result of the 2026 Worldpay Minority Interest Sale, Buyer’s returns will not exceed the thresholds necessary to earn this contingent consideration. See Note 15 for further information.
(4)Equity Method Investment
As discussed in Note 1, the Company completed the 2024 Worldpay Sale on January 31, 2024, retaining a non-controlling equity interest in Worldpay. We account for our 45% minority ownership in Worldpay using the equity method of accounting. Beginning on February 1, 2024, the Company's share of the net income of Worldpay and our investor-level tax impact is reported as Equity method investment earnings (loss), net of tax, in the consolidated statements of earnings (loss). During the years ended December 31, 2025, and 2024 we received distributions of $147 million and $47 million, respectively.
As also discussed in Note 1, on January 9, 2026, FIS completed its previously announced sale of its remaining equity interests in Worldpay for a pre-tax amount of $5.8 billion, net of transaction fees and other costs. We continued to account for our non-controlling 45% equity interest in Worldpay using the equity method of accounting through the closing date of the transactions. As a result of the 2026 Worldpay Minority Interest Sale, we expect to recognize an estimated pre-tax gain of $2.2 billion in the first quarter of 2026, representing the excess of the net selling price over the estimated carrying value of the Worldpay equity method investment as of the date of closing, adjusted for the impact of our share of Worldpay's cumulative translation adjustments recorded in accumulated other comprehensive earnings (loss). The estimated gain remains subject to
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
change based on customary post-closing purchase price adjustments and final determination of these amounts, and the final gain could differ materially from the current estimate.
Summary Worldpay financial information is as follows (in millions):
| | | | | | | | | | | |
| | | Eleven months |
| Year ended | | ended |
Statement of Earnings (Loss) | December 31, 2025 | | December 31, 2024 |
| Revenue | $ | 5,476 | | | $ | 4,732 | |
| Gross profit | $ | 2,687 | | | $ | 2,422 | |
| Earnings (loss) before income taxes | $ | (434) | | | $ | (342) | |
| Net earnings (loss) attributable to Worldpay | $ | (496) | | | $ | (444) | |
| FIS share of net earnings (loss) attributable to Worldpay, net of tax (1) | $ | (526) | | | $ | (145) | |
(1)For the year ended December 31, 2025, and eleven months ended December 31, 2024, this amount is net of $(307) million and $67 million, respectively, of investor-level tax benefit (expense), as well as intra-entity eliminations for timing differences between the Company and Worldpay's recognition of profits and losses on related-party transactions. The investor-level tax for the year ended December 31, 2025, includes $383 million of expense related to an increase to our deferred tax liability. This remeasurement resulted from our agreement to sell our remaining interest in Worldpay, which constituted a change in our intent to hold the investment for the long term, as well as our best estimate of the ordinary versus capital characterization of the expected proceeds. In accordance with the provisions of ASC 740, the deferred tax liability recognized in connection with our Worldpay equity method investment reflects the difference between the investment's current book value and its tax basis. As discussed in Note 1, the 2026 Worldpay Minority Interest Sale was completed on January 9, 2026, and the tax due will be based on the excess of sales proceeds over the tax basis and a number of other factors, including the valuation of assets held in Worldpay, how the form of the transaction was effectuated and the final purchase price allocation. The continued assessment of these factors and their potential impact on the ordinary versus capital characterization of the expected proceeds could result in a material change to the realizability of the deferred tax assets for U.S. capital loss carryforwards and the final tax computed on the sale.
| | | | | | | | | | | |
| December 31, |
Balance Sheet | 2025 | | 2024 |
Current assets | $ | 8,744 | | | $ | 8,126 | |
Noncurrent assets | $ | 15,642 | | | $ | 15,834 | |
Current liabilities | $ | 6,643 | | | $ | 5,979 | |
Noncurrent liabilities | $ | 9,419 | | | $ | 9,321 | |
| Noncontrolling interest | $ | — | | | $ | 1 | |
Continuing Involvement with Discontinued Operations and Related-Party Transactions
We have continuing involvement with Worldpay, primarily through our remaining interest, a transition services agreement ("TSA"), and various other commercial agreements. 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 January 31, 2024, subject to a six-month extension, and Worldpay is providing various corporate services to the Company, allowing us to maintain access to certain resources transferred in the 2024 Worldpay Sale. Effective upon the closing of the 2026 Worldpay Minority Interest Sale (the "Closing"), the TSA was amended to extend the term until June 30, 2027, subject to further extension for a period of up to 24 months following the Closing. Several of the commercial agreements between FIS and Worldpay were also amended to extend their services to Global Payments upon the Closing. The TSA and commercial agreement amendments also provide for certain annual purchase commitments.
Third-party pass-through costs of $63 million and $159 million, during the year ended December 31, 2025 and eleven months ended December 31, 2024, respectively, were incurred under the TSA, and were netted against the equal and offsetting reimbursement amounts due from Worldpay. Additionally, during the years ended December 31, 2025 and eleven months ended December 31, 2024, net TSA services income of $86 million and $142 million were 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 statements of earnings (loss). Revenue earned during the year ended December 31, 2025 and eleven months ended December 31, 2024, from various commercial services provided to Worldpay was $187 million and $140 million, respectively. Under our former short-term employee leasing agreement ("ELA") with Worldpay, there were no pass-through costs during the year ended December 31,
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2025, and $247 million of pass-through costs were incurred and netted against the equal and offsetting reimbursement amounts due from Worldpay during the eleven months ended December 31, 2024, respectively.
For the year ended December 31, 2025, and eleven months ended December 31, 2024, we collected net cash of $414 million and $704 million, respectively, related to the ELA, TSA and commercial agreements with Worldpay. As of December 31, 2025 and 2024, we recorded a receivable of $39 million and $84 million, respectively, in Receivable from related party on the consolidated balance sheet in connection with the TSA and commercial agreements. Under the TSA and commercial agreements, amounts are generally invoiced monthly in arrears and are payable by electronic transfer within 30 days of invoice. As of December 31, 2025 and 2024, we also recorded other payables to Worldpay of $24 million and $25 million, respectively, in Accounts payable, accrued and other liabilities on the consolidated balance sheet. These amounts are generally payable within 30 days.
Prior to the 2024 Worldpay Sale, the Company issued standby letters of credit and made parental guarantees (collectively "Guarantees") in the ordinary course of its business to various counterparties on behalf of certain former subsidiaries included in the 2024 Worldpay Sale, including a guarantee of a liability that a Worldpay subsidiary owes to the former owners of Worldpay Group plc (the "CVR Liability"). Effective upon the closing of the 2026 Worldpay Minority Interest Sale, FIS and Worldpay agreed to maintain these Guarantees through December 31, 2026, affording Worldpay time to arrange for alternatives to the Guarantees. Worldpay’s aggregate amount of borrowing capacity under the standby letters of credit guaranteed by FIS was $294 million and $273 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there were no amounts drawn under the standby letters of credit. As of December 31, 2025 and 2024, Worldpay’s CVR liability due on October 12, 2027, was $378 million. There is no limitation to the maximum potential future payments under the other remaining Guarantees, and such maximum potential amount of future payments under the other remaining Guarantees cannot be estimated due to the conditional nature of the Company's obligations and the unique facts and circumstances involved in each agreement. As of December 31, 2025, there are no amounts drawn under any of the Guarantees. In the event a Worldpay subsidiary were to default on a performance obligation covered by the Guarantees, the Company could be required to make payment or be subject to claims; however, in any such case, Worldpay is required under the terms of the agreement governing the 2024 Worldpay Sale to fully reimburse and indemnify the Company. The Company considers the likelihood of incurring a loss under the Guarantees to be remote, and no amounts have been accrued with respect to these Guarantees.
(5)Acquisitions
Issuer Solutions Acquisition
As discussed in Note 1, on January 9, 2026, FIS completed its previously announced acquisition of the Issuer Solutions Business from Global Payments by acquiring 100% of the Issuer Solutions Business equity pursuant to the Transaction Agreement. The Issuer Solutions Business, which was later rebranded as "FIS Total IssuingTM Solutions," is a global payments technology and financial services provider specializing in issuer processing and a wide range of payment solutions for financial institutions. The Issuer Solutions Acquisition is expected to strengthen FIS’ banking and capital markets solutions by complementing FIS' existing processing capabilities while also extending its suite of payment products.
Upon the terms and subject to the conditions set forth in the Transaction Agreement, FIS acquired the Issuer Solutions Business from Global Payments in exchange for FIS' $5.8 billion interest, net of taxes and other costs, in Worldpay and approximately $7.7 billion in cash. The cash payment amount is subject to customary post-closing adjustments in respect of the respective purchase price for each of Worldpay and the Issuer Solutions Business. FIS also converted certain outstanding Global Payments equity awards into corresponding equity awards with respect to shares of FIS common stock pursuant to an exchange ratio in the transaction agreement designed to maintain the intrinsic value of the applicable award immediately prior to conversion. FIS funded the cash portion of the transaction consideration through borrowings of $7.7 billion under senior unsecured term loans as part of the term facility entered into on May 1, 2025.
The Company will account for the acquisition as a business combination and will recognize the assets acquired and liabilities assumed at their fair value as of January 9, 2026. Due to the timing of the acquisition being after our fiscal year-end, and the amount of assets acquired and liabilities assumed, our initial accounting is incomplete and the Company is not yet able to disclose the provisional amounts to be recognized as of the acquisition date for assets acquired and liabilities assumed and other disclosures. The Company expects to provide preliminary purchase price allocation information as part of FIS’ Form 10-Q for the quarter ending March 31, 2026.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2025 Business Combinations
During the year ended December 31, 2025, the Company completed the acquisition of two businesses for total consideration, net of cash acquired, of $587 million, consisting of initial cash payments of $572 million, net of cash acquired, and $15 million in estimated fair value of contingent consideration. These acquisitions were recorded as business combinations. The results of operations and financial position of the acquisitions are included in the consolidated financial statements subsequent to the closing of each acquisition. We recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values, consisting primarily of $163 million in customer relationships and $85 million in software assets. The Company also recorded $328 million of goodwill for the residual amount by which the purchase price exceeded the fair value of the net assets acquired. The purchase price allocations are provisional as of December 31, 2025, and the Company expects to finalize them as soon as practicable, but no later than one year from the respective acquisition dates.
2024 Business Combinations
During the year ended December 31, 2024, the Company completed acquisitions of three businesses for total cash consideration, net of cash acquired, of $515 million. These acquisitions were recorded as business combinations. The results of operations and financial position of the acquisitions are included in the consolidated financial statements subsequent to the closing of each acquisition. We recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values, consisting primarily of $87 million of customer relationships and $139 million of software assets. The Company also recorded $359 million of goodwill for the residual amount by which the purchase price exceeded the fair value of the net assets acquired. There were no significant business combinations, individually or in the aggregate, completed during 2023.
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 ("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
Disaggregation of Revenue
In the following tables, revenue is disaggregated by primary geographical market and type of revenue. The tables also include a reconciliation of the disaggregated revenue with the Company's reportable segments.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
For the year ended December 31, 2025 (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Banking Solutions | | Capital Market Solutions | | Corporate and Other | | Total |
| Primary Geographical Markets: | | | | | | | | |
| North America | | $ | 6,283 | | | $ | 1,916 | | | $ | 107 | | | $ | 8,306 | |
| All others | | 1,002 | | | 1,280 | | | 89 | | | 2,371 | |
| Total | | $ | 7,285 | | | $ | 3,196 | | | $ | 196 | | | $ | 10,677 | |
| | | | | | | | |
| Type of Revenue: | | | | | | | | |
| Recurring revenue: | | | | | | | | |
| Transaction processing and services | | $ | 5,412 | | | $ | 1,578 | | | $ | 146 | | | $ | 7,136 | |
| Software maintenance | | 389 | | | 607 | | | 2 | | | 998 | |
| Other recurring | | 309 | | | 99 | | | 1 | | | 409 | |
| Total recurring | | 6,110 | | | 2,284 | | | 149 | | | 8,543 | |
| | | | | | | | |
| Software license | | 176 | | | 499 | | | — | | | 675 | |
| Professional services | | 522 | | | 385 | | | 5 | | | 912 | |
| Other non-recurring | | 477 | | | 28 | | | 42 | | | 547 | |
| Total | | $ | 7,285 | | | $ | 3,196 | | | $ | 196 | | | $ | 10,677 | |
For the year ended December 31, 2024 (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Banking Solutions | | Capital Market Solutions | | Corporate and Other | | Total |
| Primary Geographical Markets: | | | | | | | | |
| North America | | $ | 5,893 | | | $ | 1,839 | | | $ | 117 | | | $ | 7,849 | |
| All others | | 999 | | | 1,140 | | | 139 | | | 2,278 | |
| Total | | $ | 6,892 | | | $ | 2,979 | | | $ | 256 | | | $ | 10,127 | |
| | | | | | | | |
| Type of Revenue: | | | | | | | | |
| Recurring revenue: | | | | | | | | |
| Transaction processing and services | | $ | 5,146 | | | $ | 1,507 | | | $ | 207 | | | $ | 6,860 | |
| Software maintenance | | 362 | | | 576 | | | 2 | | | 940 | |
| Other recurring | | 244 | | | 62 | | | 3 | | | 309 | |
| Total recurring | | 5,752 | | | 2,145 | | | 212 | | | 8,109 | |
| | | | | | | | |
| Software license | | 196 | | | 431 | | | 1 | | | 628 | |
| Professional services | | 551 | | | 399 | | | 4 | | | 954 | |
| Other non-recurring | | 393 | | | 4 | | | 39 | | | 436 | |
| Total | | $ | 6,892 | | | $ | 2,979 | | | $ | 256 | | | $ | 10,127 | |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
For the year ended December 31, 2023 (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | Banking Solutions | | Capital Market Solutions | | Corporate and Other | | Total |
| Primary Geographical Markets: | | | | | | | | |
| North America | | $ | 5,812 | | | $ | 1,712 | | | $ | 167 | | | $ | 7,691 | |
| All others | | 931 | | | 1,054 | | | 155 | | | 2,140 | |
| Total | | $ | 6,743 | | | $ | 2,766 | | | $ | 322 | | | $ | 9,831 | |
| | | | | | | | |
| Type of Revenue: | | | | | | | | |
| Recurring revenue: | | | | | | | | |
| Transaction processing and services | | $ | 4,981 | | | $ | 1,409 | | | $ | 276 | | | $ | 6,666 | |
| Software maintenance | | 364 | | | 531 | | | 2 | | | 897 | |
| Other recurring | | 227 | | | 53 | | | 4 | | | 284 | |
| Total recurring | | 5,572 | | | 1,993 | | | 282 | | | 7,847 | |
| | | | | | | | |
| Software license | | 131 | | | 369 | | | 8 | | | 508 | |
| Professional services | | 562 | | | 391 | | | 9 | | | 962 | |
| Other non-recurring | | 478 | | | 13 | | | 23 | | | 514 | |
| Total | | $ | 6,743 | | | $ | 2,766 | | | $ | 322 | | | $ | 9,831 | |
Clients in the U.K., Germany, Australia, Switzerland, France, South Africa, the Netherlands and India accounted for the majority of the revenue from clients based outside of North America for all periods presented. No individual country outside of North America accounted for more than 10% of total revenue for the years ended December 31, 2025, 2024 and 2023.
Contract Balances
The Company recognized revenue of approximately $761 million, $728 million and $677 million, during the years ended December 31, 2025, 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 December 31, 2025, approximately $23.5 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 not yet contractually obligated. The Company expects to recognize approximately 34% of our remaining performance obligations over the next 12 months, approximately another 25% over the next 13 to 24 months, and the balance thereafter.
(7)Property and Equipment
Property and equipment as of December 31, 2025 and 2024, consist of the following (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Land | $ | 29 | | | $ | 32 | |
| Buildings | 429 | | | 439 | |
| Leasehold improvements | 107 | | | 98 | |
| Computer equipment | 1,479 | | | 1,404 | |
| Furniture, fixtures, and other equipment | 95 | | | 110 | |
| 2,139 | | | 2,083 | |
| Accumulated depreciation and amortization | (1,448) | | | (1,437) | |
| Total Property and equipment, net | $ | 691 | | | $ | 646 | |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During the years ended December 31, 2025, 2024 and 2023, the Company entered into financing arrangements of $84 million, $29 million and $53 million, respectively, for certain hardware and software purchases. The assets are included in Property and equipment, net, and Software, net, and the financing arrangements are classified as Long-term debt, on our consolidated balance sheets. Periodic payments are included in Repayment of borrowings and other financing arrangements on the consolidated statements of cash flows.
Depreciation and amortization expense on property and equipment totaled $177 million, $175 million and $165 million for the years ended December 31, 2025, 2024 and 2023, respectively.
(8)Goodwill
Changes in goodwill during the years ended December 31, 2025 and 2024, are summarized below (in millions). | | | | | | | | | | | | | | | | | | | | | | | |
| | Banking Solutions | | Capital Market Solutions | | Corporate and Other | | Total |
Balance, December 31, 2023 | $ | 12,588 | | | $ | 4,363 | | | $ | 20 | | | $ | 16,971 | |
| Goodwill attributable to acquisitions | 138 | | | 217 | | | — | | | 355 | |
| Foreign currency adjustments | (27) | | | (39) | | | — | | | (66) | |
Balance, December 31, 2024 | 12,699 | | | 4,541 | | | 20 | | | 17,260 | |
| Goodwill attributable to acquisitions | 330 | | | 7 | | | — | | | 337 | |
| Foreign currency adjustments | 51 | | | 114 | | | — | | | 165 | |
Balance, December 31, 2025 | $ | 13,080 | | | $ | 4,662 | | | $ | 20 | | | $ | 17,762 | |
For our Banking and Capital Markets reporting units, we performed a qualitative annual assessment for 2023, 2024 and 2025 and concluded that it remained more likely than not that the fair values of these reporting units continued to exceed their respective carrying amounts. 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.
(9)Intangible Assets
Intangible assets as of December 31, 2025, consist of the following (in millions): | | | | | | | | | | | | | | | | | |
| | Cost | | Accumulated Amortization | | Net |
| Customer relationships (1) | $ | 2,464 | | | $ | (1,617) | | | $ | 847 | |
| Trademarks and other | 224 | | | (112) | | | 112 | |
| Total Intangible assets, net | $ | 2,688 | | | $ | (1,729) | | | $ | 959 | |
Intangible assets as of December 31, 2024, consist of the following (in millions): | | | | | | | | | | | | | | | | | |
| | Cost | | Accumulated Amortization | | Net |
| Customer relationships | $ | 6,296 | | | $ | (5,056) | | | $ | 1,240 | |
| Trademarks and other | 148 | | | (70) | | | 78 | |
| Total Intangible assets, net | $ | 6,444 | | | $ | (5,126) | | | $ | 1,318 | |
(1)The decrease in cost and accumulated amortization of customer relationship intangible assets from the prior year was due to the completion of the amortization of assets acquired as part of the Company's 2015 SunGard acquisition and the subsequent removal of these fully amortized assets.
Amortization expense for intangible assets with finite lives was $609 million, $641 million and $467 million for the years ended December 31, 2025, 2024 and 2023, respectively.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Estimated amortization of intangible assets for the next five years is as follows (in millions): | | | | | |
| 2026 | $ | 255 | |
| 2027 | 217 | |
| 2028 | 189 | |
| 2029 | 120 | |
| 2030 | 32 | |
Thereafter | 120 | |
(10)Software
Software as of December 31, 2025 and 2024, consists of the following (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Software from acquisitions | $ | 386 | | | $ | 880 | |
| Capitalized software development costs | 3,614 | | | 3,151 | |
| Purchased software | 689 | | | 605 | |
| 4,689 | | | 4,636 | |
| Accumulated amortization | (1,813) | | | (2,110) | |
| Total Software, net | $ | 2,876 | | | $ | 2,526 | |
During the years ended December 31, 2025, 2024, and 2023, the Company entered into long-term payment arrangements of $72 million, $158 million, and $28 million, respectively, for certain purchased software. The related long-term payment obligations are classified as Other noncurrent liabilities, with the current portion recorded in Accounts payable, accrued and other liabilities, on our consolidated balance sheets. Periodic payments are included in Other investing activities, net, on the consolidated statements of cash flows.
During the year ended December 31, 2025, there were no material software asset impairments. During the years ended December 31, 2024 and 2023, the Company recorded $19 million and $81 million, respectively, of software asset impairments. During the year ended December 31, 2023, the Company recorded $18 million of incremental software amortization expense driven by the Company's platform modernization. Platform modernization included sunsetting certain technology platforms, which resulted in shortened estimated useful lives and accelerated amortization methods primarily impacting the associated assets over an approximate three-year period, beginning in the third quarter of 2021.
Amortization expense for software was $699 million, $585 million and $588 million for the years ended December 31, 2025, 2024 and 2023, respectively.
(11)Deferred Contract Costs
Origination and fulfillment costs from contracts with customers capitalized as of December 31, 2025 and 2024, consists of the following (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Contract origination costs | $ | 797 | | | $ | 754 | |
| Contract fulfillment costs on implementations in progress | 225 | | | 229 | |
| Contract fulfillment costs on completed implementations | 299 | | | 258 | |
| Total Deferred contract costs, net | $ | 1,321 | | | $ | 1,241 | |
For the years ended December 31, 2025, 2024 and 2023, amortization of deferred contract costs on completed implementations was $398 million, $336 million and $310 million, respectively.
During the year ended December 31, 2023, the Company recorded $6 million of incremental amortization expense related to deferred contract costs driven by the Company's platform modernization.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(12)Accounts Payable, Accrued and Other Liabilities
Accounts payable, accrued and other liabilities as of December 31, 2025 and 2024, consists of the following (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Accrued salaries and incentives | $ | 448 | | | $ | 445 | |
| Income taxes payable | — | | | 279 | |
| Trade accounts payable | 192 | | | 214 | |
Derivatives | 189 | | | 70 | |
| Taxes other than income tax | 126 | | | 126 | |
| Accrued interest payable | 104 | | | 117 | |
| Accrued benefits and payroll taxes | 121 | | | 74 | |
| Operating lease liabilities | 71 | | | 74 | |
| Related-party payables | 24 | | | 25 | |
| Other accrued liabilities | 822 | | | 570 | |
| Total Accounts payable, accrued and other liabilities | $ | 2,097 | | | $ | 1,994 | |
(13)Other Noncurrent Assets and Liabilities
Other noncurrent assets as of December 31, 2025 and 2024, consists of the following (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Accrued accounts receivable and contract assets | $ | 568 | | | $ | 606 | |
| Operating lease ROU assets (1) | 231 | | | 230 | |
| Equity security investments | 193 | | | 191 | |
| Customer inducements | 140 | | | 162 | |
| Deferred compensation plan assets | 159 | | | 161 | |
| Derivatives | 283 | | | 120 | |
| Other | 136 | | | 279 | |
| Total Other noncurrent assets | $ | 1,710 | | | $ | 1,749 | |
Other noncurrent liabilities as of December 31, 2025 and 2024, consists of the following (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Derivatives | $ | 819 | | | $ | 633 | |
| Operating lease liabilities (1) | 178 | | | 177 | |
| Deferred compensation plan liabilities | 163 | | | 151 | |
| Purchased software with long-term payment arrangements | 98 | | | 146 | |
| Pensions | 164 | | | 127 | |
| Deferred revenue | 166 | | | 117 | |
| Other | 98 | | | 90 | |
| Total Other noncurrent liabilities | $ | 1,686 | | | $ | 1,441 | |
(1)See Note 16 for information about operating leases.
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 $193 million and $191 million at December 31, 2025 and 2024, respectively, and are included within Other noncurrent assets
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 (losses) gains of $(3) million, $(5) million and $(48) million for the years ended December 31, 2025, 2024 and 2023, respectively, related to these investments. The net loss recorded for the 2023 period primarily relates to impairments. .
(14)Debt
Long-term debt as of December 31, 2025 and 2024, consisted of the following (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2025 | | | | |
| | | | Weighted | | | | | | |
| | Stated | | Average | | | | | | |
| | Interest | | Interest | | | | December 31, |
| | Rates | | Rate (1) | | Maturities | | 2025 | | 2024 |
| Fixed Rate Notes | | | | | | | | | | |
| Senior USD Notes | | 1.2% - 5.6% | | 3.6% | | 2026 - 2052 | | $ | 6,094 | | | $ | 6,381 | |
| Senior Euro Notes | | 1.0% - 3.0% | | 3.0% | | 2027 - 2039 | | 3,963 | | | 4,154 | |
| Senior GBP Notes | | 2.3% - 3.4% | | 6.6% | | 2029 - 2031 | | 229 | | | 214 | |
| Revolving Credit Facility (2) | | | | 4.9% | | 2029 | | 215 | | | 151 | |
Incremental Revolving Credit Facility (3) | | | | | | 2027 | | — | | | — | |
| Financing arrangements for certain hardware and software | | | | | | | | 116 | | | 66 | |
| Other (4) | | | | | | | | (264) | | | (312) | |
| Total long-term debt, including current portion | | | | | | 10,353 | | | 10,654 | |
| Current portion of long-term debt | | | | | | | | (1,284) | | | (968) | |
| Long-term debt, excluding current portion | | | | | | $ | 9,069 | | | $ | 9,686 | |
(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 15). 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 an applicable margin of up to 1.625% and an unused commitment fee of up to 0.200%, each based upon the Company's corporate credit ratings. The weighted average interest rate on the Revolving Credit Facility excludes fees.
(3)Interest on the Incremental Revolving Credit Facility is generally payable at SOFR plus an applicable margin of up to 1.625% and an unused commitment fee of up to 0.200%, each based upon the Company's corporate credit ratings.
(4)Other includes the amount of fair value basis adjustments due to interest rate swaps (see further discussion below and in Note 15), unamortized debt issuance costs and unamortized non-cash bond discounts.
Short-term borrowings as of December 31, 2025 and 2024, consisted of the following (in millions): | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | | | | |
| Weighted | | | | | | |
| Average | | | | | | |
| Interest | | | | December 31, |
| Rate | | Maturities | | 2025 | | 2024 |
| Euro-commercial paper notes ("ECP Notes") | 2.2 | % | | Up to 183 days | | $ | 117 | | | $ | 104 | |
| U.S. commercial paper notes ("USCP Notes") | 4.0 | % | | Up to 397 days | | 2,612 | | | 532 | |
| Total Short-term borrowings | | | | | $ | 2,729 | | | $ | 636 | |
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-
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
term debt. The fair value basis adjustments reflected in Other in the long-term debt table above totaled $(192) million and $(228) million as of December 31, 2025 and 2024, 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. subsidiaries, and not for the purpose of hedging interest rates, the benefit or cost of such hedges is reflected in interest expense in the consolidated statements of earnings (loss). As of December 31, 2025, the weighted average interest rate of the Company's outstanding debt was 3.8%, including the impact of fair value basis adjustments due to interest rate swaps and cross-currency interest rate swaps designated as fair value hedges but excluding the impact of cross-currency interest rate swaps designated as net investment hedges. Including the impact of the net investment hedge cross-currency interest rate swaps on interest expense, the weighted average interest rate of the Company's outstanding debt was 3.0%.
See Note 15 for further discussion of the Company's interest rate swaps and cross-currency interest rate swaps and related hedge designations.
The obligations of FIS under the revolving credit facilities, ECP Notes and USCP Notes, and all of its outstanding senior notes rank equal in priority and are unsecured.
The following table summarizes the amount of our long-term debt, including financing obligations for certain hardware and software, as of December 31, 2025, based on maturity date. | | | | | |
| Total |
2026 | $ | 1,284 | |
2027 | 1,729 | |
2028 | 1,736 | |
2029 | 769 | |
2030 | 1,181 | |
| Thereafter | 3,918 | |
| Total principal payments | 10,617 | |
| Other debt per the long-term debt table | (264) | |
| Total long-term debt, including current portion | $ | 10,353 | |
There are no mandatory principal payments on the revolving credit facilities and any balance outstanding on the revolving credit facilities will be due and payable at the revolving credit facilities' respective scheduled maturity dates, which occur on September 27, 2029, for the Revolving Credit Facility and June 15, 2027, for the Incremental Revolving Credit Facility.
Senior Notes
FIS may redeem the Senior USD Notes, Senior Euro Notes and Senior GBP Notes (collectively, the "Senior Notes") at its option in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount to be redeemed and a make-whole amount calculated as described in the related indenture in each case plus accrued and unpaid interest to, but excluding, the date of redemption, provided no make-whole amount will be paid for redemptions of the Senior Notes during the period described in the related indenture (ranging from one to six months) prior to their maturity.
On December 3, 2025, FIS repaid in full an aggregate principal amount of €625 million in its 0.625% Senior Euro Notes at maturity.
On July 15, 2025, FIS repaid in full an aggregate principal amount of $287 million in its 4.500% Senior USD Notes at maturity.
On March 7 and 8, 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
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 2024 Worldpay Sale.
The Senior Notes are subject to customary covenants, including, among others, customary events of default.
Commercial Paper
The Company has a Euro commercial paper ("ECP") program and a U.S. commercial paper ("USCP") program for the issuance and sale of senior, unsecured commercial paper notes, up to a combined maximum aggregate amount outstanding at any time of $7.0 billion. Borrowings are limited to the available capacity under the revolving credit facilities, which backstop the commercial paper programs. The ECP and USCP programs are generally used for general corporate purposes.
During the first quarter of 2024, the Company repaid its ECP Notes and USCP Notes using a portion of the net proceeds from the 2024 Worldpay Sale before resuming borrowings during the third quarter of 2024.
Revolving Credit Facilities
On November 6, 2025, the Company amended its existing Revolving Credit Facility, increasing the total commitments from $4.5 billion to $6.0 billion. On November 6, 2025, FIS also entered into an Incremental Revolving Credit Facility that provides $1.0 billion in additional revolving credit commitments, with a scheduled maturity date of June 15, 2027. Proceeds from borrowings under this facility may be used for general corporate purposes, including working capital needs, repayment of existing indebtedness and to backstop the Company's commercial paper program. As of December 31, 2025, the borrowing capacity under the revolving credit facilities was approximately $4,056 million (net of $2,729 million of capacity backstopping our commercial paper notes and $215 million of Revolving Credit Facility outstanding balance).
The Revolving Credit Facility and Incremental Revolving Credit Facility are subject to customary covenants restricting, among other things, the incurrence of indebtedness, certain restricted payments and use of proceeds as well as requiring us to maintain certain financial ratios.
We monitor the financial stability of our counterparties on an ongoing basis. The lender commitments under the undrawn portion of the revolving credit facilities are comprised of a diversified set of financial institutions, both domestic and international. The failure of any single lender to perform its obligations under the revolving credit facilities would not adversely impact our ability to fund our operations.
Financing of Issuer Solutions Acquisition
On April 17, 2025, we entered into a commitment letter (the "Bridge Commitment Letter") with Goldman Sachs Bank USA, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (the "Lenders") pursuant to which the Lenders committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $8.0 billion, subject to customary conditions. On May 1, 2025, we entered into a credit agreement (the "Term Facility") with a group of lenders pursuant to which we can draw up to an aggregate principal amount of $8.0 billion of senior unsecured term loans to fund the Issuer Solutions Acquisition, subject to customary conditions. Upon entry into the Term Facility, all commitments under the Bridge Commitment Letter were reduced to $0 and the Bridge Commitment Letter was terminated in accordance with its terms. We funded the cash portion of the Issuer Solutions Acquisition by drawing $7.7 billion under the Term Facility on January 9, 2026. FIS expects to replace the Term Facility with new permanent financing in the form of senior notes to be issued based on market conditions. We expect our future cash paid for interest to increase from current levels as a result of financing the Issuer Solutions Acquisition.
Fair Value of Debt
The fair value of the Company's long-term debt is estimated to be approximately $619 million and $806 million lower than the carrying value, excluding the fair value basis adjustments due to interest rate swaps and unamortized discounts, as of December 31, 2025 and 2024, respectively.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(15)Financial Instruments
Fair Value Hedges
The Company held fixed-to-variable interest rate swaps with aggregate notional amounts of $1,854 million and £925 million at both December 31, 2025 and 2024. 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 Notes, from fixed to variable. While designated as fair value hedges, changes in fair value of these interest rate swaps were recorded as an adjustment to long-term debt. During the quarter ended September 30, 2023, the Company de-designated these swaps as fair value hedges. As a result of the de-designations, the final fair value basis adjustments recorded through the dates of de-designation as a decrease of the long-term debt are subsequently amortized as interest expense using the effective interest method over the remaining periods to maturity of the respective long-term debt. During the quarter ended March 31, 2024, $316 million of unamortized fair value basis adjustments recorded as a decrease of the long-term debt tendered was written-off and recorded as part of the loss on extinguishment of debt (see Note 14). The remaining unamortized fair value basis adjustments recorded as a decrease of the long-term debt totaled $192 million and $228 million at December 31, 2025 and 2024, respectively. We amortized $36 million and $50 million of these balances as Interest expense during the years ended December 31, 2025 and 2024, respectively (see Note 14).
Concurrently with the de-designations described above, the Company entered into new offsetting variable-to-fixed interest rate swaps. The Company held variable-to-fixed interest rate swaps with aggregate notional amounts of $1,854 million and £925 million at both December 31, 2025 and 2024. 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 $(51) million and $(22) million, for the years ended December 31, 2025 and 2024, respectively. The coupon payments are recorded within Cash flows from investing activities from continuing operations on the consolidated statements of cash flows and totaled $112 million and $122 million in cash outflows for the years ended December 31, 2025 and 2024, respectively. The new and existing interest rate swap fair values totaled assets of $15 million and $33 million and liabilities of $(517) million and $(595) million at December 31, 2025 and 2024, 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 14). 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 totaled assets of $278 million and $4 million and liabilities of $0 million and $(84) million at December 31, 2025 and 2024, 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 $472 million and $(226) million for the years ended December 31, 2025 and 2024, respectively. This amount offset the impact of changes in spot foreign currency exchange rates on the Senior GBP Notes and Senior Euro Notes also recorded to Other income (expense), net during the hedge period. Changes in swap fair values attributable to excluded components, such as changes in fair value due to forward foreign currency exchange rates and cross-currency basis spreads, are recorded in Accumulated other comprehensive earnings (loss) ("AOCI"). The Company recorded $(115) million and $32 million for the years ended December 31, 2025 and 2024, respectively, through Other comprehensive earnings (loss) for the changes in swap fair values attributable to excluded components. The amounts recorded in AOCI generally affect net earnings (loss) through Interest expense using the amortization approach. The Company recognized Interest expense of $42 million and $46 million for the years ended December 31, 2025 and 2024, respectively, 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 in 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 14).
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 14).
The Company recorded net investment hedge aggregate gain (loss) for the change in fair value and related income tax (expense) benefit within Other comprehensive earnings (loss), net of tax, in the consolidated statements of comprehensive earnings (loss) for its designated net investment hedges as follows (in millions). No ineffectiveness has been recorded on the net investment hedges.
| | | | | | | | | | | | | | | | | | | | |
| | Years ended December 31, |
| | 2025 | | 2024 | | 2023 |
| Foreign currency-denominated debt designations | | $ | (26) | | | $ | 43 | | | $ | (138) | |
| Cross-currency interest rate swap designations | | (442) | | | 219 | | | (363) | |
| Total | | $ | (468) | | | $ | 262 | | | $ | (501) | |
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 €0 and €250 million of Senior Euro Notes with maturity in 2025 was designated as a net investment hedge of the Company's investment in Euro-denominated operations as of December 31, 2025 and 2024, respectively. An aggregate of €100 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, 2025 and 2024, respectively.
The Company held €0 and €375 million aggregate notional amount of foreign currency forward contracts as of December 31, 2025 and 2024, respectively, to economically hedge its exposure to foreign currency risk associated with Senior Euro Notes that were previously de-designated as net investment hedges. The foreign currency forward contract fair values totaled $0 and net liability of $(11) million at December 31, 2025 and 2024, respectively. Upon maturity of the forward contracts, the Company records the net proceeds paid or received within Other financing activities, net in the consolidated statement of cash flows. During the year ended December 31, 2025 and 2024, the Company received $36 million and $19 million, respectively, 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, which is also recorded as Other income (expense), net in the consolidated statements of earnings.
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 2024 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 December 31, 2025 and 2024, an aggregate notional amount of €6,045 million and €5,045 million, respectively, was designated as a net investment hedge of the Company's investment in Euro-denominated operations. The cross-currency interest rate swap fair values totaled assets of $5 million and $128 million and liabilities of $(490) million and $(12) million at December 31, 2025 and 2024, respectively.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During the years ended December 31, 2025 and 2024, the Company (paid) received net proceeds of approximately $0 and $(8) 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 in the consolidated statements of cash flows.
2024 Worldpay Sale Contingent Consideration
As part of the 2024 Worldpay Sale, the Company obtained the right to receive up to $1.0 billion of consideration contingent on the returns realized by the Buyer exceeding certain thresholds. The Company recognized this financial instrument as a derivative at fair value when it recorded the 2024 Worldpay Sale transaction. Subsequent changes in fair value are recorded through Other income (expense), net in the consolidated statements of earnings (loss). The fair value of the contingent consideration from the 2024 Worldpay Sale is $0 and $108 million at December 31, 2025 and 2024, respectively, included in Other noncurrent assets on the consolidated balance sheet. As a result of the April 17, 2025, agreement to sell our remaining equity interest in Worldpay, it is no longer anticipated that Buyer’s returns will exceed the thresholds necessary to earn this contingent consideration. Accordingly, the Company recognized a $108 million non-cash loss in Other income (expense) for the change in fair value of the derivative during the second quarter of 2025. For the eleven-month period from February 1, 2024, through December 31, 2024, the Company recognized a gain of $37 million for the change in fair value of the derivative.
(16)Operating Leases
The classification of the Company's operating lease ROU assets and liabilities in the consolidated balance sheets as of December 31, 2025 and 2024, is as follows (in millions): | | | | | | | | | | | | | | | | | | | | |
| | | | December 31, |
| | Classification | | 2025 | | 2024 |
| Operating lease ROU assets | | Other noncurrent assets | | $ | 231 | | | $ | 230 | |
| | | | | | |
| Operating lease liabilities | | Accounts payable, accrued and other liabilities | | $ | 71 | | | $ | 74 | |
| | Other noncurrent liabilities | | 178 | | | 177 | |
| Total operating lease liabilities | | | | $ | 249 | | | $ | 251 | |
Operating lease cost was $77 million, $73 million and $90 million, and variable lease cost was $26 million, $27 million and $27 million for the years ended December 31, 2025, 2024 and 2023, respectively. There were no significant ROU asset impairment losses recognized during the years ended December 31, 2025, 2024 and 2023. Cash paid for amounts included in the measurement of operating lease liabilities included in operating cash flows was $84 million, $101 million and $106 million for the years ended December 31, 2025, 2024 and 2023, respectively. Operating lease ROU assets obtained in exchange for operating lease liabilities was $71 million and $89 million for the years ended December 31, 2025 and 2024, respectively. The weighted average remaining operating lease term was 5.7 years and 5.9 years and the weighted average operating lease discount rate was 4.2% and 3.9% as of December 31, 2025 and 2024, respectively.
Maturities of operating lease liabilities, as of December 31, 2025, are as follows (in millions): | | | | | | | | |
| 2026 | | $ | 80 | |
| 2027 | | 54 | |
| 2028 | | 41 | |
| 2029 | | 29 | |
| 2030 | | 23 | |
| Thereafter | | 63 | |
| Total lease payments | | 290 | |
| Less: Imputed interest | | (41) | |
| Total operating lease liabilities | | $ | 249 | |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(17)Income Taxes
Income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2025, 2024 and 2023, consists of the following (in millions): | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| Current provision (benefit): | | | | | |
| Federal | $ | 138 | | | $ | 357 | | | $ | 235 | |
| State | 41 | | | 103 | | | 96 | |
| Foreign | 141 | | | 109 | | | 96 | |
| Total current provision | $ | 320 | | | $ | 569 | | | $ | 427 | |
| Deferred provision (benefit): | | | | | |
| Federal | $ | (23) | | | $ | (183) | | | $ | (193) | |
| State | 8 | | | (41) | | | (73) | |
| Foreign | (40) | | | 17 | | | (4) | |
| Total deferred provision | (55) | | | (207) | | | (270) | |
| Total provision for income taxes | $ | 265 | | | $ | 362 | | | $ | 157 | |
The provision for income taxes is based on pre-tax income from continuing operations, which is as follows for the years ended December 31, 2025, 2024 and 2023 (in millions): | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| United States | $ | 864 | | | $ | 920 | | | $ | 330 | |
| Foreign | 312 | | | 377 | | | 332 | |
| Total | $ | 1,176 | | | $ | 1,297 | | | $ | 662 | |
Total income tax expense (benefit) attributable to continuing and discontinued operations for the years ended December 31, 2025, 2024 and 2023, is allocated as follows (in millions): | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| Tax expense (benefit) per statements of earnings (loss) | $ | 265 | | | $ | 362 | | | $ | 157 | |
| Tax expense (benefit) on income from discontinued operations | — | | | (1,062) | | | (301) | |
| Change in fair value of net investment hedges | (168) | | | 91 | | | (176) | |
| Foreign currency translation adjustments | — | | | — | | | 40 | |
| Share of equity method investment | 49 | | | (11) | | | — | |
| Other components of other comprehensive earnings (loss) | (28) | | | 8 | | | 20 | |
| Total income tax expense (benefit) allocated to other comprehensive earnings | (147) | | | 88 | | | (116) | |
| Total income tax expense (benefit) | $ | 118 | | | $ | (612) | | | $ | (260) | |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate for the years ended December 31, 2025, 2024 and 2023, after the adoption of ASU 2023-09, is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
U.S. Federal statutory tax rate | | $ | 247 | | | 21.0 | % | | $ | 272 | | | 21.0 | % | | $ | 139 | | | 21.0 | % |
State and local income taxes, net of federal income tax effect (a) | | 39 | | | 3.3 | | | 48 | | | 3.7 | | | 28 | | | 4.2 | |
Foreign tax effects | | | | | | | | | | | | |
| India | | | | | | | | | | | | |
Withholding tax | | 12 | | | 1.0 | | | 24 | | | 1.8 | | | 16 | | | 2.4 | |
| Other | | 4 | | | 0.3 | | | 4 | | | 0.3 | | | 1 | | | 0.2 | |
| Hong Kong | | | | | | | | | | | | |
| Nontaxable interest | | — | | | — | | | (10) | | | (0.8) | | | (10) | | | (1.5) | |
| Other | | — | | | — | | | (3) | | | (0.2) | | | (3) | | | (0.4) | |
| Bermuda | | | | | | | | | | | | |
Statutory rate difference between Bermuda and U.S. | | (13) | | | (1.1) | | | — | | | — | | | — | | | — | |
| Other foreign jurisdictions | | 26 | | | 2.2 | | | 38 | | | 2.9 | | | 22 | | | 3.3 | |
Effect of cross-border tax laws | | | | | | | | | | | | |
| Global intangible low-taxed income | | 18 | | | 1.5 | | | 14 | | | 1.1 | | | 7 | | | 1.1 | |
Foreign-derived intangible income | | (28) | | | (2.4) | | | (30) | | | (2.3) | | | (30) | | | (4.5) | |
Other | | 14 | | | 1.2 | | | 4 | | | 0.3 | | | — | | | — | |
Tax credits | | | | | | | | | | | | |
| Research and development credits | | (15) | | | (1.2) | | | (15) | | | (1.2) | | | (12) | | | (1.8) | |
Foreign tax credits | | (39) | | | (3.3) | | | — | | | — | | | — | | | — | |
| Other | | — | | | — | | | — | | | — | | | (7) | | | (1.1) | |
Changes in valuation allowances | | 6 | | | 0.5 | | | — | | | — | | | — | | | — | |
Nontaxable or nondeductible items | | | | | | | | | | | | |
Tax loss (benefit) from stock-based compensation | | 17 | | | 1.4 | | | 15 | | | 1.2 | | | 16 | | | 2.4 | |
| Other | | 1 | | | 0.1 | | | 1 | | | 0.1 | | | 1 | | | 0.2 | |
Changes in unrecognized tax benefits | | 10 | | | 0.9 | | | (3) | | | (0.2) | | | (1) | | | (0.2) | |
Other adjustments | | | | | | | | | | | | |
Return to provision | | (17) | | | (1.4) | | | — | | | — | | | (14) | | | (2.1) | |
Changes in capital losses | | (15) | | | (1.3) | | | — | | | — | | | — | | | — | |
| Other | | (2) | | | (0.2) | | | 3 | | | 0.2 | | | 4 | | | 0.6 | |
| Effective income tax rate | | $ | 265 | | | 22.5 | % | | $ | 362 | | | 27.9 | % | | $ | 157 | | | 23.8 | % |
(a)The jurisdictions that make up the majority (greater than 50%) of the tax effect in this category include New York City, New Jersey, California, and Florida for 2025; Florida, New York, California, Illinois, and New York City for 2024; and Florida, California, New York, Illinois, and New York City for 2023.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The significant components of deferred income tax assets and liabilities as of December 31, 2025 and 2024, consist of the following (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Deferred income tax assets: | | | |
| Net operating loss carryforwards | $ | 490 | | | $ | 364 | |
| Capital loss carryforwards | 136 | | | 220 | |
| Employee benefit accruals | 97 | | | 115 | |
Equity method investment | 363 | | | — | |
| Other deferred tax assets | 292 | | | 170 | |
| Total gross deferred income tax assets | 1,378 | | | 869 | |
| Less valuation allowance | (914) | | | (505) | |
| Total deferred income tax assets | 464 | | | 364 | |
| Deferred income tax liabilities: | | | |
| Equity method investment | (498) | | | (15) | |
| Amortization of goodwill and intangible assets | (695) | | | (707) | |
| Deferred contract costs | (298) | | | (259) | |
| Other deferred tax liabilities | (161) | | | (232) | |
| Total deferred income tax liabilities | (1,652) | | | (1,213) | |
| Net deferred income tax liability | $ | (1,188) | | | $ | (849) | |
Deferred income taxes are classified in the consolidated balance sheets as of December 31, 2025 and 2024, as follows (in millions): | | | | | | | | | | | |
| | 2025 | | 2024 |
| Noncurrent deferred income tax assets (included in Other noncurrent assets) | $ | 27 | | | $ | 14 | |
| Noncurrent deferred income tax liabilities | (1,215) | | | (863) | |
| Net deferred income tax liability | $ | (1,188) | | | $ | (849) | |
We believe that based on our historical pattern of taxable income, projections of future income, tax planning strategies as necessary and other relevant evidence, the Company will produce sufficient income in the future to realize its deferred income tax assets (net of valuation allowance). A valuation allowance is established for any portion of a deferred income tax asset for which we believe it is more likely than not that the Company will not be able to realize the benefits of all or a portion of that deferred income tax asset. We also receive periodic assessments from taxing authorities challenging our positions; these assessments must be taken into consideration in determining our tax accruals. Resolving these assessments, which may or may not result in additional taxes due, may require an extended period of time. Adjustments to the valuation allowance will be made if there is a change in our assessment of the amount of deferred income tax asset that is realizable.
As of December 31, 2025 and 2024, the Company had net income taxes receivable of $325 million and a net income taxes payable of $236 million, respectively. As of December 31, 2025, $325 million of income tax receivable was included in Other receivables in the consolidated balance sheet. As of December 31, 2024, $279 million of income tax payable was included in Accounts payable, accrued and other liabilities and $43 million of income tax receivable was included in Other receivables in the consolidated balance sheet.
As of December 31, 2025 and 2024, the Company had federal, state and foreign NOL carryforwards that resulted in deferred tax assets of $490 million and $364 million, respectively. Of these amounts, $143 million and $70 million, respectively, relate to federal and state NOL carryforwards. Most federal and state NOL carryforwards expire between 2026 and 2043, while a small number do not expire. The Company recorded valuation allowances of $55 million and $47 million as of December 31, 2025 and 2024, respectively, related to deferred tax assets arising from federal and state NOL carryforwards. Foreign NOL carryforwards resulted in deferred tax assets of $347 million and $294 million as of December 31, 2025 and 2024, respectively, and the Company maintained a valuation allowance against substantially all deferred tax assets arising from foreign NOL carryforwards as of both reporting dates.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of December 31, 2024, as a result of the 2024 Worldpay Sale, the Company recorded a deferred tax asset of $220 million related to the U.S. capital loss recognized in the transaction, offset by a valuation allowance of $130 million. As of December 31, 2025, the Company maintained a deferred tax asset of $136 million related to the U.S. capital loss, fully offset by a valuation allowance of $136 million. The $84 million decrease in this deferred tax asset is primarily attributable to the carryback of the loss against available capital gains.
As of December 31, 2024, as a result of the 2024 Worldpay Sale, the Company recognized a $15 million deferred tax liability for the difference between the tax basis of the Worldpay equity method investment and the corresponding financial statement carrying value. During 2025, as a result of the 2026 Worldpay Minority Interest Sale, the Company remeasured the existing deferred tax liability to account for the change in our intent to hold the investment for the long term, as well as our best estimate of the ordinary versus capital characterization of the expected proceeds. In accordance with the provisions of ASC 740, the net deferred tax liability recognized in connection with our Worldpay equity method investment reflects the difference between the tax basis of the investment and the corresponding financial statement carrying value. As of December 31, 2025, the Company maintained a $498 million deferred tax liability and a $363 million deferred tax asset, fully offset by a valuation allowance, related to the equity method investment in Worldpay. As discussed in Note 1, the 2026 Worldpay Minority Interest Sale was completed on January 9, 2026, and the tax due will be based on the excess of sales proceeds over the tax basis and a number of other factors, including the valuation of assets held in Worldpay, how the form of the transaction was effectuated and the final purchase price allocation. The continued assessment of these factors and their potential impact on the ordinary versus capital characterization of the expected proceeds could result in a material change to the realizability of the deferred tax assets for U.S. capital loss carryforwards and the final tax computed on the sale.
The Company participates in the IRS' Compliance Assurance Process ("CAP"), which is a real-time continuous audit. The IRS has completed its review for years through 2021. Currently, we believe the ultimate resolution of the IRS examinations will not result in a material adverse effect to the Company's financial position or results of operations. Tax years that remain subject to examination by major foreign and state tax jurisdictions are 2017 and forward.
As of December 31, 2025 and 2024, the Company had gross unrecognized tax benefits of $60 million and $49 million of which $51 million and $41 million, respectively, would favorably impact our income tax rate in the event that the unrecognized tax benefits are recognized.
The following table reconciles the gross amounts of unrecognized tax benefits at the beginning and end of the period (in millions): | | | | | |
| | Gross Amount |
Unrecognized tax benefits as of December 31, 2023 | $ | 41 | |
| Decreases due to lapse of the applicable statute of limitations | (6) | |
| Increases due to settlements | 4 | |
| Increases as a result of tax positions taken in the prior period | 4 | |
| Increases as a result of tax positions taken in the current period | 6 | |
Unrecognized tax benefit as of December 31, 2024 | 49 | |
| Decreases due to lapse of the applicable statute of limitations | (1) | |
| Decreases due to settlements | (2) | |
| Decreases as a result of tax positions taken in prior period | (13) | |
| Increases as a result of tax positions taken in the current period | 27 | |
Unrecognized tax benefit as of December 31, 2025 | $ | 60 | |
The total amount of interest expense recognized in the consolidated statements of earnings (loss) for unpaid taxes is $2 million, $3 million and $2 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total amount of interest and penalties included in the consolidated balance sheets is $12 million and $10 million as of December 31, 2025 and 2024, respectively. Interest and penalties are recorded as a component of income tax expense in the consolidated statements of earnings (loss).
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes the cash payments for income taxes for the period ended December 31, 2025, 2024, and 2023 as follows (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
Federal | | $ | 395 | | | $ | 288 | | | $ | 159 | |
State | | 60 | | | 90 | | | 85 | |
Foreign | | | | | | |
United Kingdom | | 44 | | | 35 | | | 52 | |
Other foreign jurisdictions | | 129 | | | 75 | | | 106 | |
Total | | $ | 628 | | | $ | 488 | | | $ | 402 | |
(18)Commitments and Contingencies
Securities and Shareholder Matters
On March 6, 2023, a putative class action was filed in the United States District Court for the Middle District of Florida by a shareholder of the Company. The action was consolidated with another action and the consolidated case is now captioned In re Fidelity National Information Services, Inc. Securities Litigation. Lead plaintiffs were appointed, and a consolidated amended complaint was filed on August 2, 2023. The consolidated amended complaint named the Company and certain of its current and former officers as defendants and sought damages for alleged violations of federal securities laws in connection with our disclosures relating to our former Merchant Solutions segment, including with respect to its valuation, integration, and synergies. On September 30, 2024, the court denied the defendants' motion to dismiss. In the fourth quarter of 2025, the parties filed a joint stipulation voluntarily dismissing the claims against Stephanie Ferris. Also in the fourth quarter of 2025, the parties reached an agreement to settle the matter. The settlement amount is expected to be substantially paid by insurance and is not expected to materially impact our results of operations or financial condition. On December 19, 2025, the plaintiffs filed a motion for preliminary approval of the settlement. The court entered a preliminary approval order on February 18, 2026, and has scheduled a hearing for July 9, 2026, to determine whether a final approval order should be entered.
On April 27, 2023, a shareholder derivative action captioned Portia McCollum, derivatively on behalf of Fidelity National Information Services, Inc. v. Gary Norcross et al., was filed in the same court by a stockholder of the Company. Subsequently, that stockholder dismissed the suit without prejudice and sent a demand pursuant to Georgia Code § 14-2-742 (the "McCollum Demand"). Another stockholder, City of Hialeah Employees' Retirement System, sent a similar demand (the "Hialeah Demand"), and three other stockholders, City of Southfield Fire and Police Retirement System, Young Family Living Trust, and Michele Luthin, also subsequently sent similar demands (the "Southfield Demand," the "Young Demand," and the "Luthin Demand," respectively). The Southfield Demand was subsequently withdrawn. The demands claim that FIS officers and directors violated federal securities laws and breached fiduciary duties, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment, and they demand that the Board investigate and commence legal proceedings against officers and directors in connection with the purported wrongdoing. On August 25, 2023, the Board established a Demand Review Committee to consider the McCollum and Hialeah Demands and any related demands that are received (such as the Young Demand and the Luthin Demand) and make recommendations to the Board with respect to the demands. The Demand Review Committee has hired independent counsel.
On October 18, 2023, a shareholder derivative action captioned City of Hialeah Employees' Retirement System v. Stephanie L. Ferris et al. (the "Hialeah Action") was filed in the same court by the stockholder that previously had sent the Hialeah Demand. The complaint in the Hialeah Action, which names certain of the Company's current and former officers and directors as defendants (the "Individual Defendants"), seeks to assert claims on behalf of the Company for violations of federal securities laws, breach of fiduciary duty, unjust enrichment, and contribution and indemnification, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment. On March 29, 2024, the Company and the Individual Defendants filed a motion to stay or dismiss the action without prejudice pending the completion of the Board's consideration of the demands (the "Motion to Stay"), and the Individual Defendants concurrently filed a separate motion to dismiss (the "Individual Defendants’ Motion to Dismiss"). On March 21, 2025, the court granted in part and denied in part the Motion to Stay, and denied the Individual Defendants' Motion to Dismiss. The Individual Defendants filed answers to the complaint on April 29, 2025, and the case was partially stayed pending completion of the Demand Review Committee's investigation.
On October 22, 2024, another shareholder derivative action was filed in the same court by the stockholder who previously sent the McCollum Demand, captioned Portia McCollum, derivatively on behalf of Fidelity National Information Services, Inc.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
v. Gary Norcross et al. (the "McCollum Action"). The complaint in the McCollum Action, which names certain of the Company’s current and former officers and directors as defendants, seeks to assert claims on behalf of the Company for violations of federal securities laws, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste, and unjust enrichment, including with respect to the valuation, integration, and synergies of our former Merchant Solutions segment. On November 7, 2024, the court entered an order staying the McCollum Action.
The Demand Review Committee provided a report on August 28, 2025, recommending that the independent members of the Board reject the demands and direct the Company to seek dismissal of the Hialeah Action and the McCollum Action, and the independent members of the Board have unanimously voted to adopt the Committee’s recommendations. On November 24, 2025, the Company moved to dismiss the Hialeah Action and the McCollum Action based on the Board's determination.
Indemnifications and Warranties
The Company generally indemnifies its clients, subject to certain limitations and exceptions, against damages and costs resulting from claims of patent, copyright, or trademark infringement associated solely with its customers' use of the Company's solutions. Historically, the Company has not made any material payments under such indemnifications but continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, in which case it would recognize any such losses when they are estimable. In addition, the Company warrants to customers that its software operates substantially in accordance with the software specifications. Historically, no material costs have been incurred related to software warranties, and no accruals for warranty costs have been made.
Purchase Commitments
The Company has agreements with various vendors, generally with one- to five-year terms, principally for software, maintenance, and consulting and outsourced services, including cloud hosting and data centers. The Company's estimated aggregate contractual obligation remaining under these agreements is approximately $1.2 billion as of December 31, 2025. However, this amount could be more or less depending on various factors such as the inflation rate, foreign exchange rates, the introduction of significant new technologies, or changes in the Company's processing needs. The foregoing amounts do not include obligations of the Company under operating leases.
(19)Employee Benefit Plans
Stock Purchase Plan
FIS employees participate in an Employee Stock Purchase Plan ("ESPP"). Eligible employees may voluntarily purchase, at current market prices, shares of FIS' common stock through payroll deductions. Pursuant to the ESPP, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. Shares purchased are allocated to employees based upon their contributions. The Company contributes a matching amount as specified in the ESPP of 20% of the employee's contribution. The Company recorded expense in continuing operations of $10 million, $10 million, and $11 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of FIS employees in the ESPP. The Company recorded expense in discontinued operations of $0 million, less than $1 million and $1 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of Worldpay-related employees in the ESPP.
401(k) Profit Sharing Plan and Non-U.S. Defined Contribution Plans
The Company's U.S. employees are covered by a qualified 401(k) plan. Eligible employees may contribute up to 40% of their eligible compensation, up to the annual amount allowed pursuant to the Internal Revenue Code. The Company generally matches 50% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. The Company's non-U.S. employees are also covered by various defined contribution plans. The Company recorded expense in continuing operations of $125 million, $107 million and $106 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of FIS employees in the 401(k) plan and the Company's contributions to non-U.S. defined contribution plans. The Company recorded expense in discontinued operations of $0 million, $3 million and $29 million, respectively, for the years ended December 31, 2025, 2024 and 2023, relating to the participation of Worldpay-related employees in the 401(k) plan and the Company’s contributions to non-U.S. defined contribution plans.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Stock Compensation Plans
The Company grants to certain employees equity awards pursuant to shares authorized under the FIS 2022 Omnibus Incentive Plan established in 2022 ("FIS Plan"). The number of shares available for future grants under the FIS Plan is 24 million as of December 31, 2025.
Restricted Stock Units and Performance Stock Units
The Company issues restricted stock units, which typically vest annually over three years. The grant date fair value of the restricted stock units is based on the fair market value of our common stock on the grant date. The number of restricted stock units granted during the years ended December 31, 2025, 2024 and 2023, was 2 million, 3 million and 3 million, respectively. The weighted average grant date fair value of these awards granted during the years ended December 31, 2025, 2024 and 2023, was $70.03, $70.65 and $61.34, respectively. The total fair value of restricted stock units that vested was $145 million, $93 million and $40 million in 2025, 2024 and 2023, respectively.
The Company grants performance-based stock units that typically cliff vest on the third anniversary date of the grant. The ultimate number of units to be earned depends on the achievement of performance conditions. Some performance-based stock units also include market conditions. The performance conditions are typically based on a measure of the Company’s Adjusted revenue growth and Adjusted Earnings Per Share. In 2024, following the completion of the 2024 Worldpay Sale, the Company modified the performance criteria for the 2024 performance year under the outstanding 2022 performance stock units to match the performance criteria for the 2024 performance year included in the performance stock units granted in 2024, since the prior criteria were established when FIS owned Worldpay and were no longer appropriate following the sale. The modification did not result in significant incremental compensation costs. The market conditions are based on the Company’s total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500 Index. The fair value of each performance-based stock unit with only performance conditions is based on the fair value of our common stock on the grant date. The fair value of each performance-based stock unit with a market condition is estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:
| | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| Risk free interest rate | 4.0 | % | | 4.3 | % | | 4.6 | % |
| Volatility | 36.3 | % | | 38.6 | % | | 37.2 | % |
The number of performance-based stock units granted during the years ended December 31, 2025, 2024 and 2023, was 1 million, less than 1 million and 1 million, respectively. The weighted average grant date fair value of these awards granted during the years ended December 31, 2025, 2024 and 2023, was $74.91, $69.75 and $65.43, respectively. The total fair value of the performance-based stock units that vested was $97 million, $17 million and $10 million in 2025, 2024 and 2023, respectively.
The following table summarizes the restricted stock units and performance stock units activity for the year ended December 31, 2025, which includes both continuing and discontinued operations (in millions except for per share amounts): | | | | | | | | | | | | | | | | | | | | | | | |
| Restricted Stock Units | | Performance Stock Units |
| (In millions) | | | | (In millions) | | |
| Shares | | Weighted Average Fair Value | | Shares | | Weighted Average Fair Value |
| Balance December 31, 2024 | 4 | | | $ | 69.52 | | | 2 | | | $ | 82.44 | |
| Granted | 2 | | | $ | 70.03 | | | 1 | | | $ | 74.91 | |
| Vested | (2) | | | $ | 70.44 | | | (1) | | | $ | 92.95 | |
| Forfeited | (1) | | | $ | 68.95 | | | — | | | $ | 71.30 | |
| Balance December 31, 2025 | 3 | | | $ | 69.46 | | | 2 | | | $ | 69.60 | |
Stock Compensation Cost
The Company recorded total stock compensation expense in continuing operations of $181 million, $186 million and $120 million for the years ended December 31, 2025, 2024 and 2023, respectively, included in Selling, general, and administrative expenses in the consolidated statements of earnings (loss). The Company recorded total stock compensation expense in
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
discontinued operations of $0 million, $3 million and $34 million for the years ended December 31, 2025, 2024 and 2023, respectively. Stock compensation expense related to grants with performance conditions is recorded based on management's expected level of achievement of the financial performance measures during the performance period and is adjusted as appropriate throughout the performance period based on the shares expected to be earned.
As of December 31, 2025 and 2024, the total unrecognized compensation cost related to non-vested stock awards was $197 million and $222 million, respectively, which is expected to be recognized in pre-tax income over a weighted average period of 1.5 years and 1.5 years, respectively.
(20)Components of Other Comprehensive Earnings (Loss)
The following table shows Accumulated other comprehensive earnings (loss) attributable to FIS by component, net of tax, for the years ended December 31, 2025, 2024 and 2023 (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Change in Fair Value of Net Investment Hedges | | Foreign Currency Translation Adjustments | | Share of Equity Method Investment Other Comprehensive Earnings (Loss) | | Reclassification of Foreign Currency Translation Adjustments to Net Earnings (Loss) from Discontinued Operations | | Other | | Total |
| Balances, December 31, 2022 | | $ | 729 | | | $ | (1,053) | | | $ | — | | | $ | — | | | $ | (36) | | | $ | (360) | |
| Other comprehensive earnings (loss) before reclassifications | | (501) | | | 548 | | | — | | | — | | | 53 | | | 100 | |
| Balances, December 31, 2023 | | 228 | | | (505) | | | — | | | — | | | 17 | | | (260) | |
| Other comprehensive earnings (loss) before reclassifications | | 262 | | | (216) | | | (31) | | | — | | | 15 | | | 30 | |
Amounts reclassified from accumulated other comprehensive earnings (loss) | | — | | | — | | | — | | | (134) | | | — | | | (134) | |
| Balances, December 31, 2024 | | 490 | | | (721) | | | (31) | | | (134) | | | 32 | | | (364) | |
| Other comprehensive earnings (loss) before reclassifications | | (468) | | | 283 | | | 140 | | | — | | | (95) | | | (140) | |
| Balances, December 31, 2025 | | $ | 22 | | | $ | (438) | | | $ | 109 | | | $ | (134) | | | $ | (63) | | | $ | (504) | |
See Note 17 for the tax provision associated with each component of other comprehensive earnings (loss).
(21)Concentration of Risk
The Company generates a significant amount of revenue from large clients; however, no individual client accounted for 10% or more of total revenue in the years ended December 31, 2025, 2024 and 2023.
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and trade receivables, as well as derivatives in a net asset position. The Company places its cash equivalents with high credit-quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse clients make up the Company's client base, thus spreading the trade receivables credit risk. The Company seeks to minimize credit risk for derivatives by selecting counterparties with investment grade credit ratings. The Company also manages credit risk exposure through monitoring procedures.
(22)Segment Information
The Company reports its financial performance based on the following segments: Banking Solutions, Capital Market Solutions and Corporate and Other. Below is a summary of each segment.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Banking Solutions ("Banking")
The Banking segment is focused on serving financial institutions with core processing software, transaction processing software and complementary applications and services, many of which interact directly with core processing software. We sell these solutions on either a bundled or stand-alone basis. Clients in this segment include global financial institutions, U.S. regional and community banks, credit unions and commercial lenders, as well as government institutions and other commercial organizations. We provide our clients integrated solutions characterized by multi-year processing contracts that generate recurring revenue. The predictable nature of cash flows generated from the Banking segment provides opportunities for further investments in innovation, integration, information and security, and compliance in a cost-effective manner.
Capital Market Solutions ("Capital Markets")
The Capital Markets segment is focused on serving global financial services clients and multi-national corporations with a broad array of buy- and sell-side, treasury, risk management and lending solutions. Clients in this segment include asset managers, private equity firms, sell-side securities brokerage and trading firms, insurers, asset and auto financiers and other commercial organizations. Our solutions include a variety of mission-critical buy- and sell-side applications for recordkeeping, data and analytics, trading and financing as well as corporate treasury and risk management applications. Capital Markets clients purchase our solutions in various ways including licensing and managing technology "in-house," using consulting and third-party service providers, as well as procuring fully outsourced end-to-end solutions. Our long-established relationships with many of these financial and commercial institutions generate significant recurring revenue. We have made, and continue to make, investments in modern platforms, advanced technologies, open APIs, machine learning and AI, and regulatory technology to support our Capital Markets clients.
Corporate and Other
The Corporate and Other segment consists of corporate overhead expense, certain leveraged functions and miscellaneous expenses that are not included in the operating segments, as well as certain non-strategic businesses. The overhead and leveraged costs relate to corporate marketing, finance, accounting, human resources, legal, compliance and internal audit functions as well as other costs, such as acquisition, integration and transformation-related expenses and amortization of acquisition-related intangibles, that are not considered when management evaluates revenue-generating segment performance. Our other operating income recorded in connection with the TSA is also recorded in Corporate and Other.
In the Corporate and Other segment, the Company recorded acquisition, integration and other costs for the years ended December 31, 2025, 2024 and 2023, comprised of the following (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | 2025 | | 2024 | | 2023 |
| | | | | | |
| Acquisition and integration | | $ | 136 | | | $ | 88 | | | $ | 48 | |
| Enterprise transformation, including Future Forward and platform modernization | | 157 | | | 262 | | | 312 | |
| Severance and other termination expenses | | 247 | | | 56 | | | 70 | |
| Separation of the Worldpay Merchant Solutions business | | 54 | | | 148 | | | 17 | |
| Incremental stock compensation directly attributable to specific programs | | 33 | | | 58 | | | 15 | |
| Other, including divestiture-related expenses and enterprise cost control and other initiatives | | 62 | | | 12 | | | 20 | |
| Total acquisition, integration and other costs | | $ | 689 | | | $ | 624 | | | $ | 482 | |
Amounts in table may not sum due to rounding.
Through the year ended December 31, 2023, 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, as described in Notes 10 and 11, impairment charges described in Notes 10 and 11 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.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Adjusted EBITDA
Adjusted EBITDA is a measure of segment profit or loss that is reported to the chief operating decision maker, the Company's Chief Executive Officer and President, who utilizes the measure for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with FASB ASC 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. These excluded costs generally consist of the purchase price amortization of acquired intangible assets as well as acquisition, integration and certain other costs and asset impairments. These excluded costs are recorded in the Corporate and Other segment. After adjusting for the foregoing items, our significant segment expenses consist of the following categories:
•Direct cost of revenue, which consists primarily of the cost of shipping, equipment, third-party data processing, loyalty program redemptions, printing, and card stock;
•Net personnel costs, which consist primarily of employee compensation and benefits expense and third-party labor and outsourcing costs, net of capitalized amounts;
•Infrastructure costs, which consist primarily of software, hardware, facilities and network costs;
•Allocated costs, which consist primarily of shared infrastructure and related operational personnel costs, as well as leveraged sales personnel costs, that are allocated to Banking and Capital Markets from Corporate and Other according to estimated usage; and
•Other costs, which consists primarily of the cost of third-party consulting and advisory services, employee travel and training, marketing, insurance, and bad debt, offset by TSA services income.
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 year ended December 31, 2025 (in millions): | | | | | | | | | | | | | | | | | | | | | | | |
| Banking Solutions | | Capital Market Solutions | | Corporate and Other | | Total |
| Revenue | $ | 7,285 | | | $ | 3,196 | | | $ | 196 | | | $ | 10,677 | |
| Direct cost of revenue | (1,196) | | | (180) | | | (37) | | | (1,413) | |
| Net personnel costs | (1,780) | | | (817) | | | (1,113) | | | (3,710) | |
| Infrastructure costs | (271) | | | (112) | | | (602) | | | (985) | |
| Allocated costs | (719) | | | (400) | | | 1,119 | | | — | |
| Other costs | (154) | | | (30) | | | (54) | | | (238) | |
| Adjusted EBITDA | $ | 3,165 | | | $ | 1,657 | | | $ | (491) | | | $ | 4,331 | |
| | | | | | | |
| Adjusted EBITDA | | | | | | | $ | 4,331 | |
| Depreciation and amortization | | | | | | | (1,215) | |
| Purchase accounting amortization | | | | | | | (668) | |
| Acquisition, integration and other costs | | | | | | | (689) | |
| Asset impairments | | | | | | | (18) | |
| Interest expense, net | | | | | | | (367) | |
| Other income (expense), net | | | | | | | (198) | |
| (Provision) benefit for income taxes | | | | | | | (265) | |
| Equity method investment earnings (loss), net of tax | | | | | | | (526) | |
| Net earnings attributable to noncontrolling interest | | | | | | | (3) | |
| Net earnings (loss) attributable to FIS | | | | | | | $ | 382 | |
| Capital expenditures (1) | $ | 750 | | | $ | 398 | | | $ | 26 | | | $ | 1,174 | |
| Depreciation and amortization (including purchase accounting amortization) | $ | 740 | | | $ | 426 | | | $ | 717 | | | $ | 1,883 | |
(1) Capital expenditures include $185 million of certain hardware and software purchases subject to financing or other long-term payment arrangements.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
For the year ended December 31, 2024 (in millions): | | | | | | | | | | | | | | | | | | | | | | | |
| Banking Solutions | | Capital Market Solutions | | Corporate and Other | | Total |
| Revenue | $ | 6,892 | | | $ | 2,979 | | | $ | 256 | | | $ | 10,127 | |
| Direct cost of revenue | (1,038) | | | (168) | | | (61) | | | (1,267) | |
| Net personnel costs | (1,867) | | | (914) | | | (889) | | | (3,670) | |
| Infrastructure costs | (255) | | | (88) | | | (571) | | | (914) | |
| Allocated costs | (554) | | | (237) | | | 791 | | | — | |
| Other costs | (146) | | | (53) | | | 59 | | | (140) | |
| Adjusted EBITDA | $ | 3,032 | | | $ | 1,519 | | | $ | (415) | | | $ | 4,136 | |
| | | | | | | |
| Adjusted EBITDA | | | | | | | $ | 4,136 | |
| Depreciation and amortization | | | | | | | (1,062) | |
| Purchase accounting amortization | | | | | | | (675) | |
| Acquisition, integration and other costs | | | | | | | (624) | |
| Asset impairments | | | | | | | (52) | |
| Indirect Worldpay business support costs | | | | | | | (14) | |
| Interest expense, net | | | | | | | (250) | |
| Other income (expense), net | | | | | | | (162) | |
| (Provision) benefit for income taxes | | | | | | | (362) | |
| | | | | | | (145) | |
| Net earnings (loss) from discontinued operations, net of tax | | | | | | | 663 | |
| Net earnings attributable to noncontrolling interest | | | | | | | (3) | |
| Net earnings attributable to FIS | | | | | | | $ | 1,450 | |
| Capital expenditures (1) | $ | 625 | | | $ | 350 | | | $ | 29 | | | $ | 1,004 | |
| Depreciation and amortization (including purchase accounting amortization) | $ | 638 | | | $ | 387 | | | $ | 712 | | | $ | 1,737 | |
(1) Capital expenditures include $187 million of certain hardware and software purchases subject to financing or other long-term payment arrangements.
For the year ended December 31, 2023 (in millions): | | | | | | | | | | | | | | | | | | | | | | | |
| Banking Solutions | | Capital Market Solutions | | Corporate and Other | | Total |
| Revenue | $ | 6,743 | | | $ | 2,766 | | | $ | 322 | | | $ | 9,831 | |
| Direct cost of revenue | (1,036) | | | (180) | | | (48) | | | (1,264) | |
| Net personnel costs | (1,833) | | | (844) | | | (912) | | | (3,589) | |
| Infrastructure costs | (283) | | | (86) | | | (464) | | | (833) | |
| Allocated costs | (564) | | | (226) | | | 790 | | | — | |
| Other costs | (119) | | | (40) | | | (34) | | | (193) | |
| Adjusted EBITDA | $ | 2,908 | | | $ | 1,390 | | | $ | (346) | | | 3,952 | |
| | | | | | | |
| Adjusted EBITDA | | | | | | | $ | 3,952 | |
| Depreciation and amortization | | | | | | | (1,047) | |
| Purchase accounting amortization | | | | | | | (696) | |
| Acquisition, integration and other costs | | | | | | | (482) | |
| Asset impairments | | | | | | | (113) | |
| Indirect Worldpay business support costs | | | | | | | (167) | |
| Interest expense, net | | | | | | | (621) | |
| Other income (expense), net | | | | | | | (164) | |
| (Provision) benefit for income taxes | | | | | | | (157) | |
| Net earnings (loss) from discontinued operations | | | | | | | (7,153) | |
| Net earnings attributable to noncontrolling interest | | | | | | | (7) | |
| Net earnings attributable to FIS | | | | | | | $ | (6,655) | |
| Capital expenditures (1) | $ | 433 | | | $ | 269 | | | $ | 131 | | | $ | 833 | |
| Depreciation and amortization (including purchase accounting amortization) | $ | 598 | | | $ | 354 | | | $ | 791 | | | $ | 1,743 | |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(1) Capital expenditures include $53 million of certain hardware and software purchases subject to financing or other long-term payment arrangements.
Long-term assets, excluding goodwill and other intangible assets, located outside of the United States totaled $857 million and $760 million as of December 31, 2025 and 2024, respectively. These assets are predominantly located in the United Kingdom, Ireland, Germany, Australia, India and Sweden.
(23)Quarterly Financial Data (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| 2025 | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Revenue | $ | 2,532 | | | $ | 2,616 | | | $ | 2,717 | | | $ | 2,812 | |
| Gross profit | 879 | | | 952 | | | 1,028 | | | 1,076 | |
| Operating income | 347 | | | 408 | | | 457 | | | 529 | |
| Equity method investment earnings (loss), net of tax | (71) | | | (598) | | | (23) | | | 166 | |
| Net earnings (loss) from continuing operations | 78 | | | (469) | | | 265 | | | 512 | |
| Earnings (loss) from discontinued operations, net of tax | — | | | — | | | — | | | — | |
| Net earnings (loss) | 78 | | | (469) | | | 265 | | | 512 | |
| Net (earnings) loss attributable to noncontrolling interest from continuing operations | (1) | | | (1) | | | (1) | | | (1) | |
| Net earnings (loss) attributable to FIS | 77 | | | (470) | | | 264 | | | 511 | |
| | | | | | | |
| Net earnings (loss) attributable to FIS: | | | | | | | |
| Continuing operations | $ | 77 | | | $ | (470) | | | $ | 264 | | | $ | 511 | |
| Discontinued operations | — | | | — | | | — | | | — | |
| Total | $ | 77 | | | $ | (470) | | | $ | 264 | | | $ | 511 | |
| | | | | | | |
| Net earnings (loss) per common share attributable to FIS from continuing operations: | | | | | | | |
| Basic | $ | 0.15 | | | $ | (0.90) | | | $ | 0.51 | | | $ | 0.99 | |
| Diluted | $ | 0.15 | | | $ | (0.90) | | | $ | 0.50 | | | $ | 0.98 | |
| | | | | | | |
| Weighted average common shares outstanding: | | | | | | | |
| Basic | 528 | | | 525 | | | 521 | | | 517 | |
| Diluted | 531 | | | 525 | | | 523 | | | 519 | |
Amounts in tables in the financial statements and accompanying footnotes may not sum or calculate due to rounding.
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| 2024 | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Revenue | $ | 2,468 | | | $ | 2,490 | | | $ | 2,570 | | | $ | 2,599 | |
| Gross profit | 909 | | | 944 | | | 977 | | | 977 | |
| Operating income | 354 | | | 371 | | | 490 | | | 494 | |
| Equity method investment earnings (loss), net of tax | (86) | | | 10 | | | (33) | | | (36) | |
| Net earnings (loss) from continuing operations | — | | | 238 | | | 247 | | | 305 | |
| Earnings (loss) from discontinued operations, net of tax | 707 | | | 1 | | | (22) | | | (23) | |
| Net earnings (loss) | 707 | | | 239 | | | 225 | | | 282 | |
| Net (earnings) loss attributable to noncontrolling interest from continuing operations | (1) | | | (1) | | | (1) | | | (1) | |
| Net earnings (loss) attributable to FIS | 706 | | | 238 | | | 224 | | | 281 | |
| | | | | | | |
| Net earnings (loss) attributable to FIS: | | | | | | | |
| Continuing operations | $ | (1) | | | $ | 237 | | | $ | 246 | | | $ | 304 | |
| Discontinued operations | 707 | | | 1 | | | (22) | | | (23) | |
| Total | $ | 706 | | | $ | 238 | | | $ | 224 | | | $ | 281 | |
| | | | | | | |
| Net earnings (loss) per common share attributable to FIS from continuing operations: | | | | | | | |
| Basic | $ | — | | | $ | 0.43 | | | $ | 0.45 | | | $ | 0.57 | |
| Diluted | $ | — | | | $ | 0.43 | | | $ | 0.45 | | | $ | 0.56 | |
| | | | | | | |
| Weighted average common shares outstanding: | | | | | | | |
| Basic | 576 | | | 554 | | | 545 | | | 536 | |
| Diluted | 578 | | | 557 | | | 548 | | | 540 | |
Amounts in tables in the financial statements and accompanying footnotes may not sum or calculate due to rounding.
(24) Issuer Solutions Acquisition and 2026 Worldpay Minority Interest Sale
On January 9, 2026, FIS completed its previously announced (i) acquisition of the Issuer Solutions Business from Global Payments and (ii) sale of its remaining equity interests in Worldpay to Global Payments, pursuant to the Transaction Agreement entered into on April 17, 2025. See Notes 1, 4, 5 and 14 for additional information.