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Fidelity National Information Services, Inc.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

FIS$28.73-2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0001136893-25-000117

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001136893-25-000128

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 132 previous paragraphs and 132 current paragraphs.

92 unchanged; 29 reworded; 10 added; 11 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

Revenue in our Banking segment increased 6% for the three months ended September 30, 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.

Current report

Adjusted EBITDA increased year over year due to higher revenue and improved EBITDA margin. Adjusted EBITDA margin increased year over year due to continued cost discipline.

Current report

Revenue in our Banking segment increased 5% for the nine months ended September 30, 2025, driven primarily by recurring revenue, which grew 5% from broad-based growth across the portfolio, led by our core and digital and payments businesses.

Current report

Adjusted EBITDA increased year-over-year due to higher revenue. Adjusted EBITDA margin decreased year over year primarily due to unfavorable revenue mix.

Current report

Revenue in our Capital Markets segment increased 7% for the three months ended September 30, 2025, driven primarily by recurring revenue which grew 8% largely from the implementation of new sales, favorable pricing and acquisitions.

Current report

Revenue in our Capital Markets segment increased 7% for the nine months ended September 30, 2025, driven primarily by recurring revenue which grew 6% largely from the implementation of new sales, favorable pricing and acquisitions.

Current report

Revenue in our Corporate and Other segment decreased 34% for the three months ended September 30, 2025, primarily due to the divestiture of a non-strategic business during the first quarter of 2025, as well as a decrease of non-recurring revenue in our remaining non-strategic businesses.

Current report

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.

Current report

Revenue in our Corporate and Other segment decreased 33% for the nine months ended September 30, 2025, primarily due to the divestiture of a non-strategic business during the first quarter of 2025, as well as a decrease of non-recurring revenue in our remaining non-strategic businesses.

Current report

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.
Removed paragraphs (11)

Previous report

Revenue in our Banking segment increased 6% for the three months ended June 30, 2025. Recurring revenue contributed 6% to the total segment revenue growth rate. Recurring revenue growth was driven by broad-based growth across the portfolio, led by commercial services, cards and money movement, international, digital, and automated finance. Non-recurring revenue was flat versus the prior year, as higher software license sales were offset by lower professional services revenue.

Previous report

Adjusted EBITDA increased year over year primarily due to revenue increases noted above. Adjusted EBITDA margin decreased year over year due to an increase in bad debt expense.

Previous report

Revenue in our Banking segment increased 4% for the six months ended June 30, 2025. Recurring revenue contributed 4% to the total segment revenue growth rate, driven by higher transaction volumes in our commercial services business. Non-recurring revenue was flat versus the prior year, as higher card production volumes in our commercial services business offset lower license and termination fee revenue compared to the prior year.

Previous report

Adjusted EBITDA and adjusted EBITDA margin decreased year over year due to revenue mix impacts, as well as the timing of expenses.

Previous report

Revenue in our Capital Markets segment increased 6% for the three months ended June 30, 2025. Recurring revenue contributed 3% to the total segment revenue growth rate, driven by the implementation of new sales. Non-recurring revenue contributed 2% to the growth rate due to higher software license sales and termination fees revenue. Foreign currency movement contributed 1% to the total segment revenue growth rate, mostly driven by the relative movement of the Pound Sterling.

Previous report

Revenue in our Capital Markets segment increased 7% for the six months ended June 30, 2025. Recurring revenue contributed 4% to the total segment revenue growth rate, driven by the implementation of new sales. Non-recurring revenue contributed 3% to the total segment growth rate due to higher software license revenue and termination fees compared to the prior year.

Previous report

Revenue in our Corporate and Other segment decreased 25% for the three months ended June 30, 2025, primarily due to the divestiture of a non-strategic business during the first quarter of 2025.

Previous report

Adjusted EBITDA was flat compared to the prior year primarily due to cost management in our corporate functions.

Previous report

Revenue in our Corporate and Other segment decreased 31% for the six months ended June 30, 2025, primarily due to the divestiture of a non-strategic businesses during the first quarter of 2025, as well as a decrease of non-recurring revenue in our remaining non-strategic businesses.

Previous report

Adjusted EBITDA increased slightly compared to the prior year, primarily due to cost management in our corporate functions.

Previous report

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 31, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact of adoption on our financial disclosures.
Reworded paragraphs (29)

Previous wording

As previously disclosed, on April 17, 2025, FIS entered into a transaction agreement pursuant to which FIS has agreed to buy the Issuer Solutions business ("Issuer Solutions") from Global Payments Inc. ("Global Payments") for an enterprise value of $13.5 billion, inclusive of $1.5 billion of anticipated net present value of tax assets, or a net purchase price of $12.0 billion, subject to customary adjustments (the "Issuer Solutions Acquisition"). As consideration for the Issuer Solutions Acquisition, FIS has agreed to sell to Global Payments all of its equity interests in Worldpay for a pre-tax value of $6.6 billion, net of transaction fees and other costs, and to pay the remainder of the purchase price in cash. FIS intends to fund the cash portion of the purchase price with approximately $8.0 billion of new debt and on May 1, 2025, FIS entered into a fully committed term loan facility pursuant to which it can draw up to an aggregate principal amount of $8 billion of senior secured term loans to fund the acquisition, subject to certain conditions. The transaction is expected to close in the first half of 2026, subject to regulatory approvals and other customary closing conditions. For additional details regarding these transactions, refer to FIS' Current Report on Form 8-K filed with the SEC on April 21, 2025, and to Note 1 of the consolidated financial statements.

Current wording

As previously disclosed, on April 17, 2025, FIS entered into a transaction agreement pursuant to which FIS has agreed to buy the Issuer Solutions business ("Issuer Solutions") from Global Payments Inc. ("Global Payments") for an enterprise value of $13.5 billion, inclusive of $1.5 billion of anticipated net present value of tax assets, or a net purchase price of $12.0 billion, subject to customary adjustments (the "Issuer Solutions Acquisition"). As consideration for the Issuer Solutions Acquisition, FIS has agreed to sell to Global Payments all of its equity interests in Worldpay for a pre-tax value of $6.6 billion, net of transaction fees and other costs, and to pay the remainder of the purchase price in cash. FIS intends to fund the cash portion of the purchase price with approximately $8.0 billion of new debt and on May 1, 2025, FIS entered into a fully committed term loan facility pursuant to which it can draw up to an aggregate principal amount of $8 billion of senior secured term loans to fund the acquisition, subject to certain conditions. The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals and other customary closing conditions. For additional details regarding these transactions, refer to FIS' Current Report on Form 8-K filed with the SEC on April 21, 2025, and to Note 1 of the consolidated financial statements.

Previous wording

Our revenue from continuing operations is primarily derived from a combination of technology and processing solutions, transaction processing fees, professional services and software license fees. While we are a global company and do business around the world, the majority of our revenue is generated by clients in the U.S. The majority of our international revenue is generated by clients in the U.K., Germany, Canada, Australia, Switzerland, France, Netherlands and Brazil. 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.

Current wording

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, Netherlands and Brazil. 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.

Previous wording

We are experiencing relatively stable sales cycles and levels of client activity across our businesses. We have experienced, and continue to experience, relatively high inflation in our primary markets over the medium-term cycle. 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 has decreased our interest expense from previous levels. However, we expect to incur approximately $8.0 billion of new debt upon closing of the Issuer Solutions Acquisition expected in the first half of 2026, as further discussed in Note 1 to the consolidated financial statements. 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 are monitoring the potential impacts of recently enacted and potential future tariff regimes in the U.S. and overseas.

Current wording

We are experiencing relatively stable sales cycles and levels of client activity across our businesses. We have experienced, and continue to experience, relatively high inflation in our primary markets over the medium-term cycle. 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 has decreased our interest expense from previous levels. However, we expect to incur approximately $8.0 billion of new debt upon closing of the Issuer Solutions Acquisition expected in the first quarter of 2026, as further discussed in Note 1 to the consolidated financial statements. 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 overseas. As of September 30, 2025, tariffs have not had a significant impact on our financial condition or results of operations.

Previous wording

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 estimated U.S. tax cost that we expect to incur as a result of the 2024 Worldpay Sale. See Pending Sale of Remaining Equity Interest in Worldpay, below, for discussion of subsequent changes to our U.S. deferred tax liabilities arising from our agreement to sell our remaining interest in Worldpay.

Current wording

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 Pending Sale of Remaining Equity Interest in Worldpay, below, for discussion of subsequent changes to our U.S. deferred tax liabilities arising from our agreement to sell our remaining interest in Worldpay.

Previous wording

Upon closing of the pending sale of our remaining equity interest in Worldpay, we expect to record a gain equal to the excess of the estimated $6.6 billion pre-tax net selling price over the carrying value of the Worldpay equity method investment as of the date of closing, adjusted for the impact of our share of Worldpay's cumulative translation adjustments recorded as other comprehensive earnings (loss). The carrying value of the Worldpay equity method investment, which was $3.9 billion as of June 30, 2025, will continue to be 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) as well as for any distributions received from our equity method investment.

Current wording

Upon closing of the pending sale of our remaining equity interest in Worldpay, we expect to record a gain equal to the excess of the estimated $6.6 billion pre-tax net selling price over the carrying value of the Worldpay equity method investment as of the date of closing, adjusted for the impact of our share of Worldpay's cumulative translation adjustments recorded as other comprehensive earnings (loss). The carrying value of the Worldpay equity method investment, which was $3.8 billion as of September 30, 2025, will continue to be 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) as well as for any distributions received from our equity method investment.

Previous wording

Our investor-level tax for the three and six months ended June 30, 2025, includes $539 million of expense to reflect an increase in our deferred tax liability arising from our agreement to sell our remaining interest in Worldpay, which represented a change in our intent to hold the investment long term.

Current wording

Our investor-level tax for the nine months ended September 30, 2025, includes $539 million of expense recorded during the second quarter related to a remeasurement of 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.

Previous wording

Consolidated Results of Operations - Comparisons of three-month and six-month periods ended June 30, 2025 and 2024

Current wording

Consolidated Results of Operations - Comparisons of three-month and nine-month periods ended September 30, 2025 and 2024

Previous wording

Revenue for the three months ended June 30, 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 commercial services, cards and money movement, international, digital, and automated finance, and by the implementation of new Capital Markets sales. Revenue growth for the three months ended June 30, 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 growth for the six months ended June 30, 2025, was also partially offset by a decrease of non-recurring revenue in our remaining non-strategic businesses. See "Segment Results of Operations" below for a more detailed explanation.

Current wording

Revenue for the three and nine months ended September 30, 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 three and nine months ended September 30, 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, as well as a decrease of non-recurring revenue in our remaining non-strategic businesses. 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, 2025, increased primarily due to higher amortization of internally developed software, increased net personnel costs, which include costs to support the Worldpay transition services agreement ("TSA"), and increased direct cost of revenue associated with increased transaction volumes. Gross profit margin for the three and six months ended June 30, 2025, decreased primarily due to the increased indirect cost of revenue noted above.

Current wording

Cost of revenue for the three and nine months ended September 30, 2025, increased primarily due to increased direct cost of revenue associated with higher transaction volumes and higher amortization of internally developed software. Gross profit margin for the three months ended September 30, 2025, was flat year over year, as the cost of revenue increases noted above were in-line with the rate of revenue growth compared to the prior year. Gross profit margin for the nine months ended September 30, 2025, decreased primarily due to the increased indirect cost of revenue noted above.

Previous wording

Selling, general and administrative expenses for the three and six months ended June 30, 2025, decreased primarily due to lower advisory fees associated with the Worldpay Sale and other transformation activities, partially offset by an increase in severance costs incurred as part of our enterprise-wide cost savings initiatives and higher amortization of deferred commissions.

Current wording

Selling, general and administrative expenses for the three and nine months ended September 30, 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 nine months ended September 30, 2025, were partially offset by lower advisory fees associated with the Worldpay Sale and other transformation activities.

Previous wording

There were no material impairments during the three and six months ended June 30, 2025. The three and six months ended June 30, 2024, included impairments primarily related to the termination of certain internally developed software projects.

Current wording

There were no material impairments during the three and nine months ended September 30, 2025. The three and nine months ended September 30, 2024, included impairments primarily related to the termination of certain internally developed software projects.

Previous wording

As described in Note 3 to the consolidated financial statements, under the terms of the Worldpay TSA, during the three- and six-month periods ended June 30, 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 statements of earnings (loss).

Current wording

As described in Note 3 to the consolidated financial statements, under the terms of the Worldpay TSA, during the three- and nine-month periods ended September 30, 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

Previous wording

The change in operating income and operating margin for the three and six months ended June 30, 2025, 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, 2025, resulted from the revenue and cost variances noted above.

Previous wording

Interest expense (net) for the three and six months ended June 30, 2025, increased primarily due to a decrease in interest income, which was higher in the three and six months ended June 30, 2024, as a result of unused proceeds from the 2024 Worldpay Sale, and due to bridge facility fees incurred to secure funding for the pending Issuer Solutions Acquisition, as discussed in Note 1 to the consolidated financial statements.

Current wording

Interest expense (net) for the three and nine months ended September 30, 2025, increased primarily due to a decrease in interest income, which was higher in the three and nine months ended September 30, 2024, as a result of unused proceeds from the 2024 Worldpay Sale. Interest expense (net) for the nine months ended September 30, 2025, also included bridge facility fees incurred to secure funding for the pending Issuer Solutions Acquisition, as discussed in Note 1 to the consolidated financial statements.

Previous wording

The three- and six-month periods ended June 30, 2025, included primarily 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 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 9 to the consolidated financial statements, as well as foreign currency transaction remeasurement losses. The three- and six-month periods ended June 30, 2024, included loss on extinguishment of debt of approximately $(174) million, as discussed in Note 8 to the consolidated financial statements.

Current wording

The nine-month period ended September 30, 2025, included primarily 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 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 9 to the consolidated financial statements, as well as foreign currency transaction remeasurement losses. The nine-month period ended September 30, 2024, also included loss on extinguishment of debt of approximately $(174) million, as discussed in Note 8 to the consolidated financial statements.

Previous wording

The decrease in the effective tax rate for the three months ended June 30, 2025, was primarily driven by one-time discrete items that do not vary with pretax earnings and therefore had a disproportionately large impact on the effective tax rate in a period with comparatively lower pretax earnings. The effective tax rate for the six months ended June 30, 2025, remained relatively unchanged. 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 statements 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.

Current wording

The decrease in the effective tax rate for the three and nine months ended September 30, 2025, was primarily driven by decreases 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 statements 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.

Previous wording

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. We account for our 45% equity interest in Worldpay using the equity method of accounting. Beginning on February 1, 2024, our share of the net income of Worldpay is reported as Equity method investment earnings (loss), net of tax, in the consolidated statements of earnings (loss) and reflects FIS' investor-level tax impact on its investment in Worldpay. The investor-level tax for the three and six months ended June 30, 2025, includes $539 million of expense to reflect an increase in our deferred tax liability arising from our agreement to sell our remaining interest in Worldpay. See Note 3 to the consolidated financial statements for summary Worldpay financial information.

Current wording

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. We account for our 45% equity interest in Worldpay using the equity method of accounting. Beginning on February 1, 2024, our share of the net income of Worldpay is reported as Equity method investment earnings (loss), net of tax, in the consolidated statements of earnings (loss) and reflects FIS' investor-level tax impact on its investment in Worldpay. The investor-level tax for the nine months ended September 30, 2025, includes $539 million of expense recorded during the second quarter related to a remeasurement of the Company's deferred tax liability. This remeasurement resulted from the Company's agreement to sell our remaining interest in Worldpay, which constituted a change in our intent to hold the investment for the long term. 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. See Note 3 to the consolidated financial statements for summary Worldpay financial information.

Previous wording

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 three- and six-month periods ended June 30, 2025, there was no revenue or pretax earnings from discontinued operations. For the three- and six-month periods ended June 30, 2024, revenues from discontinued operations were $4 million and $406 million, respectively, and pretax earnings (loss) were $1 million and $184 million, respectively. An initial loss on sale of disposal group of $466 million was recorded upon closing of the 2024 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. 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 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.

Current wording

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 three- and nine-month periods ended September 30, 2025, there was no revenue or pretax earnings from discontinued operations. For the three- and nine-month periods ended September 30, 2024, revenues from discontinued operations were $3 million and $409 million, respectively, and pretax earnings (loss) were $0 million and $184 million, respectively. An initial loss on sale of disposal group of $466 million was recorded upon closing of the 2024 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. 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 2024 Worldpay Sale, net of the then-estimated U.S. tax cost of the 2024 Worldpay Sale.

Previous wording

Segment Results of Operations - Comparisons of three- and six-month periods ended June 30, 2025 and 2024

Current wording

Segment Results of Operations - Comparisons of three- and nine-month periods ended September 30, 2025 and 2024

Previous wording

Adjusted EBITDA increased year over year primarily due to the revenue impacts noted above. Adjusted EBITDA margin increased year over year due to increased high-margin license revenue and termination fees, partially offset by the dilutive impact of a business acquired in December 2024.

Current wording

Adjusted EBITDA increased year over year due to higher revenue and improved EBITDA margin. 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.

Previous wording

Adjusted EBITDA increased year over year primarily due to the revenue impacts noted above. Adjusted EBITDA margin decreased year over year due to the dilutive impact of a business acquired in December 2024.

Current wording

Adjusted EBITDA increased year over year due to higher revenue and improved EBITDA margin. 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.

Previous wording

As of June 30, 2025, the Company had $3.3 billion of available liquidity, including $0.6 billion of cash and cash equivalents and $2.8 billion of capacity available under its Revolving Credit Facility. Approximately $336 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 $12.9 billion, with an effective weighted average interest rate of 2.9%.

Current wording

As of September 30, 2025, the Company had $2.9 billion of available liquidity, including $571 million of cash and cash equivalents and $2.4 billion of capacity available under its Revolving Credit Facility. Approximately $344 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 $13.0 billion, with an effective weighted average interest rate of 2.8%.

Previous wording

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. 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 3.2 million shares for approximately $246 million under the repurchase program during the quarter ended June 30, 2025. Approximately $2.4 billion remained available for repurchase under the share repurchase program as of June 30, 2025. We intend to repurchase approximately $1.2 billion of our shares in the aggregate during the year ending December 31, 2025, inclusive of the $696 million million in repurchases completed during the first six months of 2025.

Current wording

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. 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 4.2 million shares for approximately $301 million under the repurchase program during the quarter ended September 30, 2025. Approximately $2.1 billion remained available for repurchase under the share repurchase program as of September 30, 2025. We intend to repurchase approximately $1.3 billion of our shares in the aggregate during the year ending December 31, 2025, inclusive of the $998 million in repurchases completed during the first nine months of 2025.

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 $839 million and $752 million for the six-month periods ended June 30, 2025 and 2024, respectively. Cash flows from operations increased $87 million during the six months ended June 30, 2025, primarily due to improved working capital management.

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 $1,850 million and $1,393 million for the nine-month periods ended September 30, 2025 and 2024, respectively. Cash flows from operations increased $457 million during the nine months ended September 30, 2025, primarily due to improved working capital management.

Previous wording

Our principal investing activity relates to capital expenditures for software (purchased and internally developed) and property and equipment. We invested approximately $451 million and $385 million in capital expenditures (excluding purchases of certain hardware and software subject to financing or other long-term payment arrangements) during the six-month periods ended June 30, 2025 and 2024, 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 $665 million and $629 million in capital expenditures (excluding purchases of certain hardware and software subject to financing or other long-term payment arrangements) during the nine-month periods ended September 30, 2025 and 2024, 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. We used approximately $197 million and $56 million of cash (net of cash acquired) related to new acquisitions for the six-month periods ended June 30, 2025 and 2024, respectively. In the first half of 2025, in connection with the conveyance of RealNet to Buyer, we divested $1.4 billion in cash, cash equivalents and restricted cash included in current assets held for sale at the date of transfer. In 2024, in connection with the 2024 Worldpay Sale, we received $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. After we close the Issuer Solutions Acquisition, the Company expects to temporarily pause further investment in acquisitions to accelerate deleveraging until it returns to its target leverage ratio.

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. We used approximately $574 million and $56 million of cash (net of cash acquired) related to new acquisitions for the nine-month periods ended September 30, 2025 and 2024, respectively. In the first three months of 2025, in connection with the conveyance of RealNet to Buyer as part of the 2024 Worldpay Sale, we divested $1.4 billion in cash, cash equivalents and restricted cash included in current assets held for sale at the date of transfer. In 2024, in connection with the 2024 Worldpay Sale, we received $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. After we close the Issuer Solutions Acquisition, the Company expects to temporarily pause further investment in acquisitions to accelerate deleveraging until it returns to its target leverage ratio.

Previous wording

During the six months ended June 30, 2025 and 2024, we received distributions of $66 million and $29 million, respectively, from Worldpay recorded as investing cash flows. We expect to continue to receive regular cash distributions from Worldpay pursuant to the terms of the Worldpay limited liability company operating agreement until the completion of the pending sale of our remaining equity interest in Worldpay in connection with the Issuer Solutions Acquisition.

Current wording

During the nine months ended September 30, 2025 and 2024, we received distributions of $107 million and $40 million, respectively, from Worldpay recorded as investing cash flows. We expect to continue to receive regular cash distributions from Worldpay pursuant to the terms of the Worldpay limited liability company operating agreement until the completion of the pending sale of our remaining equity interest in Worldpay in connection with the Issuer Solutions Acquisition.

Previous wording

There were no material changes in our contractual obligations through the six months ended June 30, 2025, in comparison to the table included in our Annual Report on Form 10-K for the year ended December 31, 2024, except as disclosed in Note 8 and 9 to the consolidated financial statements.

Current wording

There were no material changes in our contractual obligations through the nine months ended September 30, 2025, in comparison to the table included in our Annual Report on Form 10-K for the year ended December 31, 2024, except as disclosed in Notes 8 and 9 to the consolidated financial statements.

Current wording

See Note 1 to the consolidated financial statements for information on recently adopted accounting guidance and recent accounting guidance not yet adopted. Certain recently issued accounting pronouncements are expected to expand our disclosures once adopted; however, no 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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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 statements of earnings (loss).