FISFidelity National Information Services

Please provide a clear description of the process for calculating the constant currency amounts. Refer to Question 104.06 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations..

In response to the Staff’s comment, the Company will update its disclosure when presenting revenue on a constant currency basis in future earnings releases and similar materials as follows:

Adjusted revenue growth reflects the percentage change in constant currency revenue for the current period as compared to the prior period. Constant currency revenue is calculated by applying prior-period foreign currency exchange rates to current-period revenue. When referring to adjusted revenue growth, revenue from our Corporate and Other segment is excluded. Read in the reply ↗

Please revise the title of your free cash flow measure to adjusted free cash flow or a similar description as your calculation differs from the typical calculation of cash flows from operating activities less capital expenditures. Refer to Question 102.07 of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations.

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Notes to Unaudited - Supplemental GAAP to Non-GAAP Reconciliations for the three months and years ended December 31, 2023 and 2022.

In response to the Staff’s comment, the Company will use the title “adjusted free cash flow” in future earnings releases and similar materials.

Notes to Unaudited—Supplemental GAAP to Non-GAAP Reconciliations for the three months and years ended December 31,

2023 and 2022. Read in the reply ↗

We note your adjustment for acquisition, integration and other costs includes “Enterprise transformation, including Future Forward and platform modernization.” Please tell us the nature of these costs, your consideration of Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, including why they are not related to normal, recurring, cash operating expenses and explain why this

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adjustment is deemed “non-operational.”

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has considered the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. The Company’s enterprise transformation costs for 2023 of $335 million (comprised of $312 million from continuing operations and $23 million from discontinued operations) related to (1) our “Future Forward” enterprise transformation announced in the third quarter of 2022 (approximately $227 million), (2) a multi-year platform modernization and development organization

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transformation program announced in the third quarter of 2021 (approximately $60 million) and (3) a post-pandemic workspace transformation program (approximately $48 million).

The following information is provided to the Staff in response to the Staff’s comment.

Future Forward

Our Future Forward enterprise transformation is a large-scale, multi-year program designed to fundamentally change how the company behaves and create permanent structural cost savings. Future Forward is part of a broader initiative to radically transform the enterprise and improve our performance. This initiative also included the appointment of a new management team and the evaluation of strategic alternatives for our Worldpay merchant acquiring business, which concluded in the sale of a 55% interest in Worldpay to funds affiliated with GTCR in January 2024. The cost adjustments associated with our Future Forward program represent incremental, non-recurring costs that are not reflective of our operating performance and are primarily related to (1) incremental non-recurring external consulting fees related to the overall program, (2) costs for discrete, non-recurring strategic projects under the program, including incremental third-party professional services fees required to implement certain initiatives and discretionary incremental one-time incentives paid to non-executive officers for successful execution, and (3) one-time transition fees associated with outsourcing certain operations. We expect the Future Forward program to be substantially implemented by the end of 2025, with some remaining non-recurring costs in 2026. Based on the significant, discrete, transformational nature of this program, we do not consider the incremental Future Forward expenses to be normal, recurring cash operating expenses necessary to operate our business.

Platform Modernization and Development Organization Transformation

Our platform modernization and development organization transformation initiative is a generational program designed to (1) accelerate the retirement of over a dozen of our platforms that have been in use for between 20 and 55 years, as we consolidate onto our strategic platforms, (2) transform our networks and migrate applications and enterprise data to strategic, centralized cloud-based platforms, and (3) transform and restructure our product development organization to fundamentally re-engineer the product development process and integrate systems, people, process and data across the broader organization. These discrete, non-recurring strategic projects are transformative in nature and, once complete, are expected to generate significant cost savings over time. This work is expected to be substantially complete by the end of 2025, with a small tail expected to occur in 2026, with the length of the program driven in large part by the complexity of migrating a significant number of customers to the strategic platforms without disrupting our clients’ operations. The costs excluded in our non-GAAP financial measures relate to one-time migration expenses and temporarily duplicative costs from operating redundant platforms during the migration period, in addition to the non-recurring costs associated with our process re-engineering. As such, we do not consider the incremental platform and development organization transformation expenses to be normal, recurring cash operating expenses.

Post-Pandemic Workspace Transformation

Our post-pandemic workspace transformation program involved a broad transformation of our entire real estate portfolio to support more hybrid work, leading to a number of office actions, including closures, right-sizing and reconfigurations. In total, we reduced the number of sites by 60%, including redundant sites from our 2019 Worldpay acquisition, and reconfigured our key sites to accommodate hybrid work arrangements. The workspace transformation program was largely completed in 2023, although we expect to incur additional expenses through the end of non-cancelable lease terms on properties that have been abandoned.

Finally, in response to the Staff’s comment about our use of the term

“non-operational in nature,” which appears in the definitions of Adjusted EBITDA and Adjusted Net Earnings in our press release, that term was intended to mean that those items did not reflect normal, recurring operating expenses. In order to avoid any confusion in future releases, we plan to revise those definitions to read as follows:

“Adjusted EBITDA reflects net earnings (loss) before interest, other income (expense), taxes, and depreciation and amortization, and excludes certain costs and other transactions that management deems non-operational in nature, or that otherwise improve the comparability of operating results across reporting periods by their exclusionthat do not constitute normal, recurring, cash operating expenses necessary to operate our business. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, adjusted EBITDA, as it relates to our segments, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission’s Regulation G and

Item 10(e) of Regulation S-K.

Adjusted net earnings excludes the impact of certain costs and other transactions which management deems non-operational in nature or that otherwise improve the comparability of operating results across reporting periods by their exclusion. These include, among others, the impact of acquisition-related purchase accounting amortization which is recurring. the effect of purchase price amortization, as well as certain costs that do not constitute normal, recurring, cash operating expenses necessary to operate our business.”

Consistent with the guidance in

Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and our Company’s non-GAAP policy, the Company does not believe that excluding our enterprise transformation expenses from our non-GAAP performance measures is misleading. Given the nature of the related costs and the significance of the transformations, as well as the expectation for the spending on these discrete and independent initiatives to cease at the end of the respective programs and not recur in the foreseeable future, we believe the costs are not reflective of our future ongoing operations and that their inclusion in our performance measures would adversely affect the comparability of the Company’s operational results between periods and among the Company’s peers.

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In connection with its response to the Staff’s comments, the Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions or comments about this letter, please call me at (904) 831-4681.

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We note that your earnings release includes non-GAAP measures for Adjusted net earnings and Adjusted EPS, which primarily include adjustments to eliminate amortization expense on all intangible assets acquired in various Company acquisitions and to eliminate acquisition, integration and severance expenses that management deems non-operational primarily related to the SunGard acquisition.

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Please tell us in more detail why you believe measures of net earnings and EPS that are adjusted for these items are meaningful to investors. As part of your response, please tell us in more detail what comprises each of these adjustments including the extent to which these adjustments relate to any acquisitions other than SunGard, the frequency with which you have historically made acquisitions that contribute to these adjustments, and the length of time over which these adjustments will be needed; along with better explaining to us why it is meaningful to present metrics that include all of the revenue from your acquisitions but only a portion of the related expenses. We may have further comments after reviewing your response.

The Company believes that the non-GAAP measures referred to in the Staff’s comment, Adjusted Net Earnings and Adjusted EPS, are useful to both management and investors because they provide an additional method for assessing FIS’ operating results that is focused on the performance of its operations and is consistent with how management internally evaluates and assesses operating results. Furthermore, these non-GAAP measures address questions the Company routinely receives from its significant shareholders so they can better understand the underlying value of our operations.

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Since this information is so routinely of interest to our significant shareholders, we want to ensure that all investors have access to this data and, therefore, we include it in our earnings release.

With respect to the purchase accounting amortization adjustment noted by the Staff, our adjustment primarily consists of eliminating the amortization of customer relationships and the incremental amortization of the fair value step-up related to software acquired in business combinations. The incremental amortization resulting from the step-up to fair value in purchase accounting may cause differences when comparing our results to companies that grow internally because the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed internally. As noted in our Form 10-K, our customer relationships and software are each amortized over their estimated useful lives, which are up to a 10-year period.

Significant acquisitions for the Company have not been frequent. We acquired SunGard on November 30, 2015 for about $9 billion, inclusive of approximately $4 billion of assumed debt, and Metavante Technologies, Inc. on October 1, 2009 for about $4 billion. As illustrated in the table below, these two acquisitions account for 94% of the total purchase accounting adjustment in 2018, with no other acquisition accounting for more than 2% of the adjustment. The ten-year anniversary of the Metavante acquisition falls next year, at which time the purchase accounting adjustments relating to that transaction will end.

Incremental Amortization of

Purchase Accounting Step-Up

Total Purchase

Customer

Accounting

Relationships

Software

Adjustment

SunGard

%

100

Metavante

All Others

Total

With respect to the acquisition, integration and severance adjustment noted by the Staff, our adjustment primarily consists of these types of costs that are related to a significant acquisition, such as SunGard. Following certain acquisitions, the Company initiates programs in connection with the integration of the acquired businesses to eliminate duplicative positions and redundant costs and realign the business structure. As each acquisition has unique facts and circumstances, the extent and timing of any related programs will vary based on the nature, size and type of business acquired. Our typical program runs for 1-3 years after an acquisition, generally on the longer end of that range for a significant acquisition. We purchased SunGard on November 30, 2015 and our acquisition, integration and severance costs related to this acquisition have largely ended as of June 30, 2018. For the periods presented, there are no acquisition, integration and severance costs, other than de minimis amounts, from other acquisitions included within this adjustment.

Over 90% of the costs included within this adjustment are severance, facility and systems consolidation, synergy incentive, and other integration costs. These costs vary in size and frequency and create significant volatility in our operating performance results. Importantly, the elimination of these costs does not result in a reduction of normal, recurring cash operating expenses necessary to conduct the business in the ordinary course. As such, the Company believes that the exclusion of the acquisition, integration and severance costs provide supplemental information that enables the Company’s management and investors to analyze and compare the Company’s operating performance on a consistent basis from period to period and to help them estimate future operating performance.

We include all the revenue earned in our non-GAAP measures as we would be unable to meaningfully separate revenue from our acquired businesses from the rest of our operations upon integration. Similarly, we include all the ongoing operating expenses for the same reason as part of these non-GAAP measures. The costs adjusted as part of the non-GAAP measures are ones that are incremental to ongoing operations and are only incurred due to the acquisitions.

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Please let us know any further comments at the Staff’s earliest convenience. If you have any questions regarding this letter, please contact me at your convenience at katy.thompson@fisglobal.com or 904.438.6611.

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