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FISFidelity National Information Services

Financials · Business Services · NYSE

FIS is a financial technology company providing solutions to financial institutions, businesses and developers. 10-K, Item 1

Employees
44,000
Headquarters
Jacksonville, FL
Next results
around Feb 23, 2027
Compare with peers → Embed

10-K 0001136893-26-000013 (2026-02-24) vs 10-K 0001136893-25-000014 (2025-02-13)

SectionCompared textWords nowChanged
Risk FactorsItem 1A12,728 14.6%
MD&AItem 77,137 22.2%
Legal ProceedingsItem 3212 0.5%
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 224 words changed in this paragraph; it is 66% similar to last year's version.
The Company is subject to numerous global privacy, data protection, cybersecurity, cyber resilience, and AI laws and regulations, which are continuing to change in ways that impose increasingly complex and costly compliance obligations on us and that have had, and are expected to continue to have, a significant impact on our operations. Failure to comply with applicable data protection laws, as well as new and evolving laws and regulations in these areas areas, could result in significant penalties, damage to our reputation, and loss of business. Additionally, a breach of applicable data protection laws may result in regulatory investigations, reputational damage, orders to cease or change our data processing activities, enforcement notices, assessment notices (for a compulsory audit) and/or civil claims (including class actions). We have incurred, and will continue to incur, costs to comply with these new evolving laws and regulations. There are also several additional laws being considered by state legislatures, the U.S. Congress, and governments around the world. As a result, we expect that a more substantial compliance effort to comply with varying regimes in different jurisdictions will continue to be necessary in the future, which has the potential to further increase the cost and complexity of our business. Moreover, privacy, data protection, cybersecurity, cyber resilience, and AI laws may be interpreted and applied inconsistently from country to country and may impose inconsistent or conflicting requirements. Complying with varying jurisdictional requirements could increase the costs and complexity of compliance and associated recordkeeping costs or require us to change our business practices in a manner adverse to our business and to incur additional costs. Data localization requirements in evolving privacy, data protection, cybersecurity, cyber resilience, and AI laws could also increase the cost and alter the approach to housing data around the world. In addition, our businesses Since we are increasingly subject to laws and regulations relating to digital transformation, surveillance, encryption, and data onshoring in the jurisdictions in which we operate. For example, under DORA, E.U. regulators are increasingly seeking to mitigate cyber threats and enhance digital resilience within the financial system through new regulations targeting the provision of critical third-party technology services. Compliance with these laws and regulations may require us to change our technology for information security, operational infrastructure, policies, and procedures, which could be time-consuming and costly and may result in additional regulatory burdens for the Company. Furthermore, compliance with these laws and regulations may indirectly impact us in circumstances where we act as a third-party service provider to clients, who are themselves subject to these laws and regulations and who will expect us to take appropriate steps to support them in achieving compliance. supervision

Source: Item 1A, 10-K 0001136893-26-000013 vs Item 1A, 10-K 0001136893-25-000014

MD&A 164 words changed in this paragraph; it is 55% similar to last year's version.
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. stock (the "2024 Repurchase Program"). Repurchases under these programs will be 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. Neither of these The repurchase programs has program does not have an expiration date and either program may be suspended for periods, amended or discontinued at any time. Under these share repurchase programs, the The Company repurchased approximately 54 18 million shares for an aggregate approximately $1.3 billion during 2025 inclusive of $4.0 billion repurchases completed under our share repurchase program authorized in 2024, 9 million shares for an aggregate of $0.5 billion in 2023 and 21 million shares for an aggregate of January 2021. Approximately $1.8 billion in 2022. Approximately 1 million shares remained available for repurchase under the January 2021 program 2024 Repurchase Program as of December 31, 2024, and 2025. Following the closing of the Issuer Solutions Acquisition, the Company will exhaust its authorization temporarily paused repurchases under this program in the first quarter of 2025, after which it and will repurchase shares under the 2024 authorization. We intend to repurchase approximately $1.2 billion of resume at management's discretion, taking into account our shares during the year ending December 31, 2025. target leverage ratio.

Source: Item 7, 10-K 0001136893-26-000013 vs Item 7, 10-K 0001136893-25-000014

Legal Proceedings 2 words changed in this paragraph; it is 99% similar to last year's version.
•The Company reviews all of its litigation on an ongoing basis and follows the authoritative provision guidance for accounting for contingencies when making accrual and disclosure decisions. A liability must be accrued if (a) it is probable that a liability has been incurred and (b) the amount of loss can be reasonably estimated. If one of these criteria has not been met, disclosure is required when there is at least a reasonable possibility that a material loss may be incurred. When assessing reasonably possible and probable outcomes, the Company bases decisions on the assessment of the ultimate outcome following all appeals. Legal fees associated with defending litigation matters are expensed as incurred.

Source: Item 3, 10-K 0001136893-26-000013 vs Item 3, 10-K 0001136893-25-000014

Every change, by type

Sentences and paragraphs of FIS's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-13. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
FIS provides a number of systemically critical services, including the settlement of funds for financial institutions, other businesses and consumers and receives funds from clients, card issuers, payment networks and consumers on a daily basis for a variety of transaction types. Transactions facilitated by us include debit card, credit card, electronic bill payment, banking payments and check clearing that support consumers, financial institutions and other businesses. Attempted or successful targeting of these systems by attackers may result in interruption of services, misuse of account information, or unauthorized transfer of funds.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Portions of FIS' European operations are in scope for regulatory oversight by European Supervisory Agencies (ESAs) as defined by DORA. FIS' designation as a Critical Third-Party Provider under DORA subjects us to additional and new regulatory oversight processes in the E.U. These changes could result in increased costs to compliance.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Other countries are also developing regulatory frameworks that govern critical third-party providers to the financial services sector, which may result in increased costs of compliance. For example, in the U.K., HM Treasury has powers to designate critical third-party providers to the financial services sector, subjecting them to additional regulatory oversight and obligations regarding reporting, incident management and testing.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
BRICS countries are working to reduce their reliance on the U.S. dollar and Western financial infrastructure due to sanctions, wars, and tariffs. BRICS is an international organization currently comprised of 11 countries, including Brazil, Russia, India, China, South Africa, Saudi Arabia, Egypt, United Arab Emirates, Ethiopia, Indonesia, and Iran. Intelligence sources, along with peer assessments and other observers, suggest that cyber actors from some of the BRICS countries may conduct attacks on payment infrastructure, including third-party fintech services, to undermine trust in the Western financial infrastructure.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
companies maintain books and records that fairly and accurately reflect transactions and maintain an adequate system of internal accounting controls.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
In addition, as we continue to implement our business strategy and transform the organization, cost-control initiatives have resulted in a reduced workforce and reduced capacity in some areas of our business. As we seek to implement these changes to improve efficiency, adjustments to reduced staffing levels may affect our ability to conduct our operations and other functions effectively. If we fail to effectively manage these organizational and/or strategic changes, our financial condition, results of operations and reputation, as well as our ability to successfully attract, motivate and retain key employees, could be harmed.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
•risk that any strategic transaction has an adverse effect on existing business relationships with suppliers and customers, or costs or dis-sysnergies exceed expectations;

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
On January 9, 2026, FIS incurred debt of approximately $7.7 billion to finance the cash portion of the Issuer Solutions Acquisition. Accordingly, the indebtedness of FIS and its subsidiaries following completion of the Issuer Solutions Acquisition is substantially greater than FIS' indebtedness prior to completion of the acquisition. FIS' substantially increased indebtedness could have the effect, among other things, of reducing FIS' flexibility to respond to changing business and economic conditions. In addition, the amount of cash required to pay interest on FIS' increased indebtedness levels will increase, and thus the demands on FIS' cash resources will be greater than the amount of cash flows required to service the indebtedness of FIS prior to the acquisition. The increased levels of indebtedness following completion of the acquisition could reduce funds available to engage in investments in product development, fund working capital, capital expenditures, acquisitions and other general corporate purposes, and may create competitive disadvantages for FIS relative to other companies with lower debt levels. If FIS does not achieve the expected benefits from the acquisition, then FIS' ability to service its indebtedness, and thereby reduce its leverage levels, may be adversely impacted.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Forward-looking statements are based on management's beliefs as well as assumptions made by, and information currently available to, management.

Read it in 10-K 2026-02-24 at sec.gov ↗

RemovedRisk Factors
vulnerable to human error as well as malicious insider threats. Finally, the systems we rely on, which include hardware and software manufactured, developed or operated by third-party vendors and service providers, have in the past been subject to, and may in the future be subject to, cyber attacks or security incidents due to employee error or malfeasance, software bugs, hardware malfunctions or other security vulnerabilities.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
We may not achieve the anticipated benefits of our recently completed Worldpay Sale, and we may also be exposed to new risks following the sale.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
We may not achieve the anticipated benefits of our Worldpay Sale, which we completed in January 2024. The anticipated strategic, financial, and operational gains may not materialize, and costs or revenue dis-synergies could exceed expectations. Additionally, we have entered into ongoing arrangements with Worldpay for transition services which have required, and are expected to continue to require, significant resources and could offset the impact of our cost-saving initiatives. While we retain a 45% equity interest in Worldpay, we do not have control of Worldpay, exposing us to certain risks including risks related to Worldpay’s operations and merchant acquiring business.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
As a result of the Worldpay Sale, our revenue sources are less diversified, which could increase our exposure to adverse developments affecting financial institutions. Additionally, our common stock now represents a smaller company, with proportionally increased exposure to our remaining business risks.

Read it in 10-K 2025-02-13 at sec.gov ↗

RewordedRisk Factors
In addition, we cannot predict economic and market conditions (including prevailing interest rates and foreign currency exchange rates) at the applicable times when our various series of Euro-denominated indebtedness are scheduled to mature, nor can there be any assurance we predict the impact of governmental monetary, trade or tax policy changes that we would be able to refinance any series of our Euro-denominated indebtedness on acceptable terms at any such time, all of which could have an adverse financial impact on us. cause disproportionate foreign exchange rate movements.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In addition, we We cannot predict economic and market conditions (including prevailing interest rates and foreign currency exchange rates) at the applicable times when our various series of Euro-denominated indebtedness are scheduled to mature, nor can there be provide any assurance that we would be able to refinance any series of our Euro-denominated indebtedness on acceptable terms at any such time, all of which could have an adverse financial impact on us.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
(v) there are significant debt maturities or maturities that may need to be refinanced, potentially at higher rates; and (vi) failure to satisfy our obligations under our outstanding debt or failure to comply with the financial or other restrictive covenants contained in the indenture governing our senior notes or in our credit facility facilities could result in an event of default that could cause all of our debt to become due and payable. payable, and cross-default provisions in our credit agreements could cause a default on one facility to trigger defaults across multiple financing arrangements, potentially accelerating repayment obligations beyond the initially defaulted facility.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
If we fail to maintain an adequate security infrastructure, adapt to emerging security threats (such as the use of artificial intelligence AI by threat actors in furtherance of cyber attacks), cyberattacks), the targeting of vendors who serve large numbers of customers for supply chain attacks, and business email compromises seeking fraudulent wire transfers regularly identify security vulnerabilities, prevent unauthorized access, identity theft or other cybersecurity risks (e.g., distributed denial of service, ransomware, and other cyber attacks), cyberattacks), manage vendor or supply chain cybersecurity risks, adequately train users of our information systems, or implement sufficient security standards and technology to protect against security or privacy breaches, then the confidentiality, integrity or availability of the information we secure could be compromised.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Forward-looking statements include statements about anticipated financial outcomes, including any earnings outlook or projections, projected revenue or expense synergies or dis-synergies, business and market conditions, outlook, foreign currency exchange rates, deleveraging plans, expected dividends and share repurchases of the Company, the Company's sales pipeline and anticipated profitability and growth, plans, strategies and objectives for future operations, strategic value creation, risk profile and investment strategies, any statements regarding future economic conditions or performance and any statements with respect to the future impacts of the Worldpay Sale or any agreements or arrangements entered into in connection with such transaction. recently completed acquisition of the Issuer Solutions Business, which has been rebranded as FIS Total IssuingTM Solutions.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
A rising sustained higher interest rate environment could increase the cost of refinancing existing debt and incurring new debt, create challenges in accessing certain credit markets, and limit our flexibility in managing our debt portfolio composition, which could have an adverse effect on our financing costs. costs and overall financial condition.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Regulatory authorities subject our businesses, from time to time, to regulatory investigations, reviews, examinations and proceedings (both formal and informal), some of which have the potential to result in settlements, fines, penalties, injunctions or other adverse consequences to us.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
We are subject to dynamic, and sometimes conflicting, laws, regulations and other directives that govern a wide array of issues related to sustainability and we may be subject to increased costs, regulations, reporting or other requirements, standards or expectations regarding sustainability and climate change-driven impacts on our business.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
For example, through requirements established under DORA, DORA and Network and Information Security Directive 2, Directive (EU) 2022/2555, (NIS2), E.U. regulators are increasingly seeking to mitigate cyber threats and enhance digital resilience within the financial system and technological ecosystem through new regulations targeting the provision of critical third-party technology services.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Detecting, Although we maintain multiple reporting channels in which employees, contractors and other individuals can report concerns without retaliation, detecting, investigating and resolving actual or alleged violations can be an extensive process and require a significant diversion of time, resources and attention from senior management.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
These regulations have resulted, and may further result, in the need for us to make capital investments to modify our solutions to facilitate our clients' and potential clients' compliance, as well as to deploy additional processes or reporting to comply with these regulations.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In addition, if we fail or are perceived to fail to comply with applicable legal requirements and maintain practices that meet our stakeholders' evolving and potentially divergent expectations, it could harm our reputation, adversely affect our ability to attract and retain clients and expose us to increased scrutiny from investors and regulatory authorities.

Read it in 10-K 2026-02-24 at sec.gov ↗

Quiet changesRisk Factors
Additionally, in some markets in which we operate, our clients will require us to support them in achieving compliance with increasingly complex and prescriptive regulatory requirements relating to digital operational resilience.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-24 at sec.gov ↗

RemovedMD&A
The increase in interest expense, net during the year ended December 31, 2023, was primarily due to higher interest rates on our variable-rate debt, including the impact of our fixed-to-variable interest rate swaps discussed further in Note 15 to the consolidated financial statements, offset in part by increased interest income.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

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

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
In 2023, we paid $173 million related to the 2020 Virtus acquisition to redeem a put option exercised by the founders as described in Note 5 to the consolidated financial statements.

Read it in 10-K 2025-02-13 at sec.gov ↗

RewordedMD&A
We used a portion of the proceeds from the sale 2024 Worldpay Sale in 2024 primarily 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 authorizations, as well as for general corporate purposes, including acquisitions, while maintaining an investment grade credit rating. purposes.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The following table summarizes FIS' other significant contractual obligations and commitments as of December 31, 2024 2025 (in millions):Payments Due in Less than 1-3 3-5 More than Total 1 Year Years Years 5 Years Interest (1) $ 2,504 2,372 $ 266 336 $ 467 439 $ 394 368 $ 1,377 1,229 Purchase commitments (2) 696 340 286 60 10 1,155 554 453 148 — Interest rate swap net coupons (3) 647 108 216 205 118 559 112 223 171 53 Total $ 3,847 4,086 $ 714 1,002 $ 969 1,115 $ 659 687 $ 1,505 1,282

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
We 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. 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.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Cyberattacks on information technology systems and the vendors and technological supply chain on which they rely continue to grow in frequency, complexity and sophistication. 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.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The $(167) million net change in Other income (expense), net during (expense) for the year ended December 31, 2023, related primarily to included losses from foreign currency transaction remeasurement losses remeasurements and the impact of the change in fair value of interest rate swaps accounted for as economic hedges during the year ended December 31, 2023. hedges.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The decrease in the effective tax rate for the year ended December 31, 2023, 2025, was predominately driven by the comparatively lower income tax relating to foreign earnings in 2025, together with a decrease in GAAP pre-tax earnings. 2025 income tax expense due to increased tax credits.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Gross profit margin for the year ended December 31, 2024, 2025, increased primarily due to operating leverage, continued cost management and increased higher-margin license revenue, partially offset driven by dis-synergies the profit associated with the Worldpay Sale. revenue increases noted above.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Adjusted EBITDA margin increased year over year primarily due primarily to the segment's operating leverage, continued cost management and increased higher-margin license revenue. favorable revenue mix, partially offset by the dilutive impact of a business acquired in December 2024.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
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. proceeds.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Conversely, we may lose revenue if we are providing solutions to both entities, or if a client of ours is involved in a consolidation and our solutions are not chosen to support the newly combined entity.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
In 2025 and 2024, in connection with the Worldpay Sale, we received $12.8 divested $1.4 billion in cash proceeds and divested $3.1 billion in cash, cash equivalents and restricted cash cash, respectively, included in current assets held for sale at the date of sale.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
We expect to continue to receive 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. statements until the completion of the 2026 Worldpay Minority Interest Sale.

Read it in 10-K 2026-02-24 at sec.gov ↗

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