Fidelity National Information Services Inc

Previous wording

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

Current wording

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

Previous wording

Lengthy sales cycles continued to persist during the first half of 2024, which we believe resulted from economic uncertainty. We also experienced, and continue to experience, relatively high rates of inflation in our primary markets, including increasing wage and benefits rates, which management believes is in part due to inflation and in part due to competitive job markets for the skilled employees who support our businesses, as well as increasing non-labor-related costs. The magnitude of future effects of economic uncertainty, including lengthy sales cycles, and inflation is difficult to predict, although these factors have had an adverse effect on our results of operations and, to the extent they persist, may continue to have a negative effect. Relatively high interest rates have had, and may continue to have, a negative impact on our interest expense. However, during the first quarter of 2024, and subsequent to June 30, 2024, we used a portion of the net proceeds from the Worldpay Sale to repay our borrowings under our commercial paper programs and reduce our long-term debt, which has decreased and will continue to decrease our interest expense from previous levels. Impacts of foreign currency fluctuations remained slightly favorable during the first half of 2024. Given the volatility of exchange rates and the mix of currencies involved in both revenues and expenses, the direction and magnitude of future effects of currency fluctuations are uncertain. The combined effect of the factors noted above has slowed our revenue growth rate. Over the longer term, we are targeting improvements in our revenue growth rate and margins to the extent of improving economic conditions and in response to planned management actions, including our cost savings initiatives.

Current wording

Lengthy sales cycles continue to persist during 2024, which we believe results from economic uncertainty. We also experienced, and continue to experience, relatively high rates of inflation in our primary markets, including increasing wage and benefits rates, which management believes is in part due to inflation and in part due to competitive job markets for the skilled employees who support our businesses, as well as increasing non-labor-related costs. The magnitude of future effects of economic uncertainty, including lengthy sales cycles, and inflation is difficult to predict, although these factors have had an adverse effect on our results of operations and, to the extent they persist, may continue to have a negative effect. However, as a provider of outsourced solutions, we benefit from multi-year recurring revenue streams, which help moderate the effects of broader year-to-year economic and market changes that otherwise might have a larger impact on our results of operations. Relatively high interest rates have had, and may continue to have, a negative impact on our interest expense. However, during the first nine months of 2024, we used a portion of the net proceeds from the Worldpay Sale to repay our borrowings under our commercial paper programs and reduce our long-term debt, which has decreased and will continue to decrease our interest expense from previous levels. Impacts of foreign currency fluctuations remained slightly favorable during the first nine months of 2024. Given the volatility of exchange rates and the mix of currencies involved in both revenues and expenses, the direction and magnitude of future effects of currency fluctuations are uncertain. The combined effect of the factors noted above has slowed our revenue growth rate. Over the longer term, we are targeting improvements in our revenue growth rate and margins to the extent of improving economic conditions and in response to planned management actions, including our cost savings initiatives.

Previous wording

On January 31, 2024, the Company completed the previously announced Worldpay Sale for cash consideration in a transaction valuing the Worldpay Merchant Solutions business at an enterprise value of $18.5 billion, including $1.0 billion of consideration contingent on the returns realized by Buyer exceeding certain thresholds. The net cash proceeds received by FIS at the closing were greater than $12 billion, net of estimated closing adjustments, debt restructuring fees, taxes and transaction costs. We used a portion of the proceeds from the sale to retire debt and repurchase shares, and we plan to continue to use the remaining proceeds to return additional capital to shareholders through our existing share repurchase authorization, as well as for general corporate purposes, including acquisitions, while maintaining an investment grade credit rating. In connection with the sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and minimizing potential dis-synergies. FIS and Worldpay also entered into additional agreements as described in Note 4 to the consolidated financial statements. Upon closing of the Worldpay Sale, we recorded a loss on sale of the disposal group of $466 million and retained a non-controlling 45% ownership interest in Worldpay. Post-closing selling price adjustments could result in further adjustments to the loss on sale amount. FIS' share of the net income of Worldpay is now reported as Equity method investment earnings (loss), net of tax.

Current wording

On January 31, 2024, the Company completed the Worldpay Sale for cash consideration in a transaction valuing the Worldpay Merchant Solutions business at an enterprise value of $18.5 billion, including $1.0 billion of consideration contingent on the returns realized by Buyer exceeding certain thresholds. The net cash proceeds received by FIS at the closing were greater than $12 billion, net of estimated closing adjustments, debt restructuring fees, taxes and transaction costs. We used a portion of the proceeds from the sale to retire debt and repurchase shares, and we plan to continue to use the remaining proceeds to return additional capital to shareholders through our existing share repurchase authorization, as well as for general corporate purposes, including acquisitions, while maintaining an investment grade credit rating. In connection with the sale, FIS and Worldpay have entered into commercial agreements, preserving a key value proposition for clients of both businesses and minimizing potential dis-synergies. FIS and Worldpay also entered into additional agreements as described in Note 4 to the consolidated financial statements. Upon closing of the Worldpay Sale, we retained a non-controlling 45% ownership interest in Worldpay. FIS' share of the net income of Worldpay is now reported as Equity method investment earnings (loss), net of tax.

Previous wording

We continue to assist financial institutions and other businesses in migrating to outsourced integrated technology solutions to improve their profitability and address increasing and ongoing regulatory requirements. As a provider of outsourced solutions, we benefit from multi-year recurring revenue streams, which help moderate the effects of broader year-to-year economic and market changes that otherwise might have a larger impact on our results of operations. We believe our integrated solutions and outsourced services are well-positioned to address this outsourcing trend across the markets we serve.

Current wording

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.

Previous wording

U.S. bank failures could negatively impact our results to the extent more of our customers become illiquid; however, our current exposure to past bank closures is limited, and we may be a long-term beneficiary of these closures. As a leading provider of financial technology services to the top 100 U.S. banks by asset size as well as other global financial institutions, FIS boasts a highly diversified customer base, with no single customer accounting for more than approximately 2% of 2023 revenue from continuing operations. With respect to U.S. financial institution customers that closed during 2023, FIS expects to continue to provide services for the majority of these banks, and our revenue exposure from potential contract terminations related to these banks is not material. Further, FIS' core banking customer contracts are generally structured with fees that increase based on the number of active accounts or transactions rather than the amount of deposits. Thus, to the extent account volume increases, we are positioned to benefit from this growth as a leading core banking services provider to large financial institutions.

Current wording

FIS boasts a highly diversified customer base, with no single customer accounting for more than approximately 2% of 2023 revenue from continuing operations. With respect to U.S. financial institution customers that closed during 2023, FIS expects to continue to provide services for the majority of these banks, and our revenue exposure from potential contract terminations related to these banks is not material. Further, FIS' core banking customer contracts are generally structured with fees that increase based on the number of active accounts or transactions rather than the amount of deposits. Thus, to the extent account volume increases, we are positioned to benefit from this growth as a leading core banking services provider to large financial institutions.

Previous wording

Cyberattacks on information technology systems and the vendors and technological supply chain they rely on continue to grow in frequency, complexity and sophistication. This is a trend we expect to continue. The continued growth in the frequency, complexity and sophistication of cyberattacks presents both a threat and an opportunity for FIS. Using expertise we have gained from our ongoing focus and investment, we have developed and we offer fraud, security, risk management and compliance solutions to target this growth opportunity in the financial services industry. We also use certain of these solutions to manage our own risks.

Current wording

Cyberattacks on information technology systems and the vendors and technological supply chain on which they rely continue to grow in frequency, complexity and sophistication. This is a trend we expect to continue. The continued growth in the frequency, complexity and sophistication of cyberattacks presents both a threat and an opportunity for FIS. Using expertise we have gained from our ongoing focus and investment, we have developed and we offer fraud, security, risk management and compliance solutions to target this growth opportunity in the financial services industry. We also use certain of these solutions to manage our own risks.

Previous wording

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

Current wording

Consolidated Results of Operations - Comparisons of three-month and nine-month periods ended September 30, 2024 and 2023

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Cost of revenue for the three and nine months ended September 30, 2024, increased due to variable transaction processing and hosting expenses, partially offset by lower intangible asset amortization resulting primarily from using accelerated amortization methods which apply a declining rate over time. Gross profit margin for the three months ended September 30, 2024, declined due to dis-synergies associated with the Worldpay Sale. Gross profit margin for the nine months ended September 30, 2024, increased due to high-margin non-recurring license revenue and lower intangible asset amortization, partially offset by dis-synergies associated with the Worldpay Sale.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Other income (expense), net for the periods presented consists of various income and expense items outside of the Company's operating activities, including foreign currency transaction remeasurement gains and losses; realized and unrealized gains and losses on equity security investments, including impairment losses on these investments; and fair value adjustments on certain non-operating assets and liabilities, including certain derivatives, as further described in Note 10 to the consolidated financial statements. The three-month period ended September 30, 2024, included primarily losses of $35 million on the Company’s offsetting interest rate swaps, as discussed in Note 10 to the consolidated financial statements. The three-month period ended September 30, 2023, included primarily foreign currency transaction remeasurement gains offset by $(10) million of losses on equity security investments without readily determinable fair values as discussed in Note 7 to the consolidated financial statements. The nine-month period ended September 30, 2024, included loss on extinguishment of debt of approximately $(174) million, as discussed in Note 9 to the consolidated financial statements. The nine-month period ended September 30, 2023, included $(44) million of net gains (losses) on equity security investments without readily determinable fair values, as discussed in Note 7 to the consolidated financial statements, in addition to foreign currency transaction remeasurement losses.

Previous wording

The increase in the effective tax rate for the three months ended June 30, 2024, was predominately driven by book-tax differences in the treatment of stock compensation awards. As described in Note 2 to the consolidated financial statements, the Company reflects its investor-level tax impact relating to equity method investments as a component of Equity method investment earnings (loss), net of tax in the consolidated statement of earnings (loss). Therefore, equity method investment earnings (loss) and the related investor-level tax are excluded from the calculation of FIS' estimated annual effective tax rate.

Current wording

The increase in the effective tax rate for the three and nine months ended September 30, 2024, was predominately driven by increases to income tax on foreign operations. As described in Note 2 to the consolidated financial statements, the Company reflects its investor-level tax impact relating to equity method investments as a component of Equity method investment earnings (loss), net of tax in the consolidated statement of earnings (loss). Therefore, equity method investment earnings (loss) and the related investor-level tax are excluded from the calculation of FIS' estimated annual effective tax rate.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

An initial loss on sale of disposal group of $466 million was recorded upon closing of the Worldpay Sale to reflect the impact of the excess of the carrying value of the disposal group over the estimated fair value less cost to sell. During the three months ended September 30, 2024, an additional $25 million estimated loss on sale was recorded to reflect the impact of estimated post-closing adjustments, reflecting a cumulative estimated loss on sale of $491 million.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Segment Results of Operations - Comparisons of three- and nine-month periods ended September 30, 2024 and 2023

Previous wording

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

Current wording

Revenue in our Banking segment increased 3% for the three months ended September 30, 2024. Recurring revenue contributed 5% to total segment growth, driven by higher transaction processing revenue. Recurring revenue in the third quarter benefited from the timing and seasonal impact of volumes within our payments business. Non-recurring revenue contributed (3%) to growth, driven by a decline in revenue from servicing federally funded pandemic relief programs. Professional services revenue contributed 1% to segment growth.

Previous wording

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

Current wording

Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin expanded year over year, driven by the Company's cost savings initiatives and operating leverage generated by the business.

Previous wording

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

Current wording

Revenue in our Banking segment increased 2% for the nine months ended September 30, 2024. Recurring revenue contributed 3% to total segment growth, driven by higher transaction processing revenue. Non-recurring revenue contributed (1%) to growth, driven by a decline in revenue from servicing federally funded pandemic relief programs.

Previous wording

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

Current wording

Revenue in our Capital Markets segment increased 8% for the three months ended September 30, 2024. Recurring revenue contributed 4% to total segment growth, non-recurring license revenue contributed 2% to growth and professional services revenue contributed 1% to growth, all due to strong new sales momentum and product implementations. Fluctuations in foreign currency exchange rates contributed 1% to Capital Markets segment growth.

Previous wording

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

Current wording

Adjusted EBITDA increased year over year due to the revenue impacts noted above. Adjusted EBITDA margin expanded year over year, primarily due to operating leverage and an increase in high-margin license revenue.

Previous wording

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

Current wording

Revenue in our Capital Markets segment increased 7% for the nine months ended September 30, 2024. Recurring revenue contributed 6% to total segment growth due to strong new sales momentum and non-recurring revenue contributed 1% to total segment growth due primarily to strong license sales.

Previous wording

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

Current wording

Revenue in our Corporate and Other segment decreased 27% for the three months ended September 30, 2024, due to the ramp down of non-strategic businesses.

Previous wording

Adjusted EBITDA decreased primarily due to the revenue impacts noted above. Corporate costs were slightly higher year over year due to dis-synergies associated with the Worldpay Sale, which were mostly offset by other cost saving initiatives.

Current wording

Adjusted EBITDA decreased primarily due to the revenue impacts noted above, as well as higher corporate costs due to dis-synergies associated with the Worldpay Sale.

Previous wording

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

Current wording

Revenue in our Corporate and Other segment decreased 24% for the nine months ended September 30, 2024, due to the ramp down of non-strategic businesses.

Previous wording

Adjusted EBITDA decreased primarily due to the revenue impacts noted above. Corporate costs were slightly higher year over year due to dis-synergies associated with the Worldpay Sale, which were mostly offset by other cost saving initiatives.

Current wording

Adjusted EBITDA decreased primarily due to the revenue impacts noted above, as well as higher corporate costs due to dis-synergies associated with the Worldpay Sale.

Previous wording

As of June 30, 2024, the Company had $6.6 billion of available liquidity, including $2.1 billion of cash and cash equivalents and $4.5 billion of capacity available under its Revolving Credit Facility. Approximately $1.1 billion of cash and cash equivalents is held by our foreign entities. The majority of our cash and cash equivalents relates to unused proceeds from the Worldpay Sale, in addition to settlement payables and net deposits-in-transit, which are typically settled within a few business days. Debt outstanding totaled $11.2 billion, with an effective weighted average interest rate of 2.8%. The Company repaid an aggregate principal amount of €500 million in 1.100% Senior Euro Notes at maturity on July 15, 2024.

Current wording

As of September 30, 2024, the Company had $5.7 billion of available liquidity, including $1.3 billion of cash and cash equivalents and $4.4 billion of capacity available under its Revolving Credit Facility. Approximately $750 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 $10.9 billion, with an effective weighted average interest rate of 2.7%. The Company repaid an aggregate principal amount of €500 million in 1.100% Senior Euro Notes at maturity on July 15, 2024.

Previous wording

In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock. In August 2024, our Board of Directors approved a separate, incremental share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. Neither of these repurchase programs has an expiration date, and either program may be suspended for periods, amended or discontinued at any time. Approximately 20 million shares remained available for repurchase under the January 2021 program as of June 30, 2024, and the Company will exhaust its authorization under this program prior to repurchasing shares under the new program. We plan to continue to prioritize share repurchases under these share repurchase authorizations. We intend to repurchase approximately $4.0 billion of our shares during 2024, inclusive of $2.5 billion in shares repurchased during the first half of 2024.

Current wording

In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock. In August 2024, our Board of Directors approved a separate, incremental share repurchase program authorizing the repurchase of up to $3.0 billion in aggregate value of shares of our common stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. Neither of these repurchase programs has an expiration date, and either program may be suspended for periods, amended or discontinued at any time. Approximately 13 million shares remained available for repurchase under the January 2021 program as of September 30, 2024, and the Company will exhaust its authorization under this program prior to repurchasing shares under the new program. We plan to continue to prioritize share repurchases under these share repurchase authorizations. We intend to repurchase approximately $4.0 billion of our shares during 2024, inclusive of $3.0 billion in shares repurchased during the first nine months of 2024.

Previous wording

Our net cash provided by operating activities consists primarily of net earnings, adjusted to add back depreciation and amortization and other non-cash items, including asset impairments, loss on extinguishment of debt, and loss from equity method investment. Cash flows from operations were $752 million and $767 million for the six month periods ended June 30, 2024 and 2023, respectively. Cash flows from operations decreased $15 million during the six months ended June 30, 2024, primarily due to timing of working capital, offset by an increase in earnings adjusted for non-cash items.

Current wording

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 $1,393 million and $1,301 million for the nine month periods ended September 30, 2024 and 2023, respectively. Cash flows from operations increased $92 million during the nine months ended September 30, 2024, primarily due to an increase in earnings adjusted for non-cash items, partially offset by timing of working capital.

Previous wording

Our principal investing activity relates to capital expenditures for software (purchased and internally developed) and property and equipment. We invested approximately $385 million and $371 million in capital expenditures (excluding other financing obligations for certain hardware and software) during the six-month periods ended June 30, 2024 and 2023, respectively. We expect to continue investing in software and in property and equipment to support our business.

Current wording

Our principal investing activity relates to capital expenditures for software (purchased and internally developed) and property and equipment. We invested approximately $629 million and $584 million in capital expenditures (excluding other financing obligations for certain hardware and software) during the nine-month periods ended September 30, 2024 and 2023, respectively. We expect to continue investing in software and in property and equipment to support our business.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

During the nine months ended September 30, 2024, we received distributions of $40 million from Worldpay recorded as investing cash flows. We expect to continue to receive regular cash distributions from Worldpay pursuant to the terms of the LLCA.