.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
Description of the Transactions
On January 9, 2026 (the “Closing Date”), Fidelity National Information Services, Inc., a Georgia corporation (“FIS” or the “Company”), completed its previously announced (i) acquisition of the Issuer Solutions business (the “Issuer Solutions Business” or “Issuer Solutions”) from Global Payments Inc., a Georgia corporation (“Global Payments”), and (ii) sale of all of its equity interests in Worldpay Holdco, LLC, a Delaware limited liability company (“Worldpay”), pursuant to the transaction agreement (the “FIS Transaction Agreement”) entered into on April 17, 2025, by and among FIS, Global Payments, Total System Services LLC, a Delaware limited liability company (the “Purchased Entity”), and Worldpay.
Concurrently with the consummation of the transactions contemplated by the FIS Transaction Agreement, Global Payments completed the acquisition of 100% of the issued and outstanding equity interests of Worldpay that were not owned by FIS, pursuant to the transaction agreement (the “GTCR Transaction Agreement” and together with the FIS Transaction Agreement, the “Transaction Agreements”), entered into on April 17, 2025, by and among Global Payments, Worldpay, certain affiliates of GTCR LLC (“GTCR”) and certain other parties thereto.
Upon the terms and subject to the conditions set forth in the FIS Transaction Agreement, FIS acquired from Global Payments the Issuer Solutions Business through the acquisition of 100% of the issued and outstanding equity interests of the Purchased Entity (the “Issuer Solutions Acquisition”). As consideration for the Issuer Solutions Acquisition, FIS (i) sold to Global Payments its remaining equity interests in Worldpay (the “Worldpay Disposition” and together with the Issuer Solutions Acquisition, the “Transactions”) and (ii) paid approximately $7.7 billion in cash, representing the excess of the purchase price payable by FIS in respect of the Issuer Solutions Acquisition over the purchase price payable by Global Payments in respect of the Worldpay Disposition. The cash payment amount is subject to customary post-closing adjustments in respect of the respective purchase price for each of Worldpay and the Issuer Solutions Business.
The purchase price paid by Global Payments in respect of Worldpay was based on a $24.25 billion enterprise valuation of Worldpay, and the purchase price paid by FIS in respect of the Issuer Solutions Business was based on a $13.5 billion enterprise valuation of the Issuer Solutions Business, in each case, subject to customary adjustments for the cash, debt and working capital (relative to a target) of Worldpay and the Issuer Solutions Business, respectively, as of the closing of the transactions contemplated by the FIS Transaction Agreement and the GTCR Transaction Agreement (the “Closing”).
Description of the Financing
In connection with the FIS Transaction Agreement, FIS entered into a commitment letter on April 17, 2025, with Goldman Sachs Bank USA, Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC (collectively, the “Lenders”). Pursuant to the commitment letter, the Lenders committed to provide an unsecured bridge term loan facility (the “Bridge Facility”) in an aggregate principal amount of up to $8.0 billion, subject to customary closing conditions.
On May 1, 2025, FIS, Goldman Sachs Bank USA, as administrative agent, and certain other financial institutions party thereto as lenders, entered into a Term Loan Credit Agreement (the “Term Loan Agreement”). Under the Term Loan Agreement, the Company was permitted to draw up to an aggregate principal amount of $8.0 billion of senior unsecured term loans (the “Delayed Draw Term Loans”). As a result of the Company entering into the Term Loan Agreement, the Bridge Facility commitments were reduced to $0 and the bridge commitment letter was terminated in accordance with its terms.
FIS drew on the Delayed Draw Term Loans (“DDTL”) on the Closing Date to fund a portion of the consideration payable under the FIS Transaction Agreement, as well as to pay fees and expenses related to the Transactions, including anticipated tax payments on the Worldpay Disposition. The Delayed Draw Term Loans mature 364 days after they are borrowed. Prior to maturity, FIS expects to replace the DDTL with new permanent financing shortly after the Closing Date. FIS currently expects the permanent financing will consist of $8 billion aggregate principal amount senior unsecured notes (the “Financing”). The pro forma condensed combined information assumes that FIS will be able to secure permanent financing and will not continue to have the DDTL outstanding. The amount, type, and terms of permanent financing could differ from current assumptions.
Basis of Presentation
The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined financial statements and related notes are based on, and should be read in conjunction with the following financial statements incorporated by reference herein, (i) FIS’ historical audited consolidated financial statements as of and for the year ended December 31, 2025, and the related notes included in FIS’ Annual Report on Form 10-K for the year ended December 31, 2025, (ii) the Issuer Solutions Business’ historical audited combined financial statements as of and for the year ended December 31, 2025, and the related notes (we refer to (i) and (ii) as the 2025 annual financial statements).
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, combines the historical consolidated balance sheet of FIS and the combined balance sheet of the Issuer Solutions Business that are included in the 2025 annual financial statements giving effect to the Transactions and the Financing as if those transactions had been completed on December 31, 2025.
1
The unaudited pro forma condensed combined statement of earnings (loss) for the year ended December 31, 2025 combines the historical consolidated statements of earnings of FIS and the combined statements of income of the Issuer Solutions Business that are included in the 2025 annual financial statements, giving effect to the Transactions and the Financing as if those transactions had occurred on January 1, 2025, the beginning of the earliest period presented.
The Issuer Solutions Business’ historical combined financial statements have been derived from the consolidated financial statements and accounting records of Global Payments and include allocations for direct costs and indirect costs attributable to the operations of the Issuer Solutions Business. These historical combined financial statements do not purport to reflect what the results of operations, comprehensive income, financial position, equity or cash flows would have been had the Issuer Solutions Business operated as an independent standalone company during the periods presented.
FIS and Issuer Solutions’ historical financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and presented in U.S. dollars. The historical financial statements have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma adjustments which are necessary to account for the Transactions and the Financing. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2025
($ in millions)
| (in millions) |
FIS Historical as of December 31, 2025 |
Issuer Solutions Business Adjusted Historical as of December 31, 2025 (Note 2) |
Transaction Accounting Adjustments – Financing |
Note 4 | Transaction Accounting Adjustments - Worldpay Disposition |
Note 4 | Transaction Accounting Adjustments - Issuer Solutions Acquisition |
Note 4 | Pro Forma Combined |
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| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 599 | $ | 403 | $ | 7,900 | (a) | $ | (700 | ) | (a) | $ | (7,730 | ) | (a) | $ | 472 | |||||||||||||
| Settlement assets |
515 | 183 | — | — | — | 698 | ||||||||||||||||||||||||
| Trade receivables, net of allowance for credit losses |
1,944 | 333 | — | — | — | 2,277 | ||||||||||||||||||||||||
| Other receivables |
432 | — | — | — | — | 432 | ||||||||||||||||||||||||
| Receivables from related party |
39 | — | — | — | — | 39 | ||||||||||||||||||||||||
| Prepaid expenses and other current assets |
959 | 293 | (6 | ) | (b) | 5,762 | (b) | (5,786 | ) | (b) | 1,222 | |||||||||||||||||||
| Total current assets |
4,488 | 1,212 | 7,894 | 5,062 | (13,516 | ) | 5,140 | |||||||||||||||||||||||
| Property and equipment, net |
691 | 385 | — | — | — | 1,076 | ||||||||||||||||||||||||
| Goodwill |
17,762 | 8,914 | — | — | (1,727 | ) | (c) | 24,949 | ||||||||||||||||||||||
| Intangible assets, net |
959 | 3,719 | — | — | 401 | (d) | 5,079 | |||||||||||||||||||||||
| Software, net |
2,876 | 755 | — | — | 578 | (e) | 4,209 | |||||||||||||||||||||||
| Equity method investment |
3,681 | 14 | — | (3,681 | ) | (f) | — | 14 | ||||||||||||||||||||||
| Other noncurrent assets |
1,710 | 477 | — | — | — | 2,187 | ||||||||||||||||||||||||
| Deferred contract costs, net |
1,321 | 143 | — | — | (143 | ) | (g) | 1,321 | ||||||||||||||||||||||
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| Total assets |
$ | 33,488 | $ | 15,619 | $ | 7,894 | $ | 1,381 | $ | (14,407 | ) | $ | 43,975 | |||||||||||||||||
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| LIABILITIES AND EQUITY |
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| Current liabilities: |
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| Accounts payable, accrued and other liabilities |
$ | 2,097 | 276 | $ | — | $ | (21 | ) | (h) | $ | (36 | ) | (h) | $ | 2,316 | |||||||||||||||
| Settlement payables |
549 | 404 | — | — | — | 953 | ||||||||||||||||||||||||
| Deferred revenue |
957 | 50 | — | — | — | 1,007 | ||||||||||||||||||||||||
| Short-term borrowings |
2,729 | — | — | — | — | 2,729 | ||||||||||||||||||||||||
| Current portion of long-term debt |
1,284 | 97 | — | — | — | 1,381 | ||||||||||||||||||||||||
| Total current liabilities |
7,616 | 827 | — | (21 | ) | (36 | ) | 8,386 | ||||||||||||||||||||||
| Long-term debt, excluding current portion |
9,069 | 49 | 7,900 | (i) | — | — | 17,018 | |||||||||||||||||||||||
| Deferred income taxes |
1,215 | 251 | — | (498 | ) | (j) | — | 968 | ||||||||||||||||||||||
| Other noncurrent liabilities |
1,686 | 250 | — | — | (137 | ) | (k) | 1,799 | ||||||||||||||||||||||
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| Total liabilities |
$ | 19,586 | $ | 1,377 | $ | 7,900 | $ | (519 | ) | $ | (173 | ) | $ | 28,171 | ||||||||||||||||
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| Equity: |
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| FIS Stockholders’ equity: |
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| Preferred stock |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| Common stock |
6 | — | — | — | — | 6 | ||||||||||||||||||||||||
| Net parent investment |
— | 14,239 | — | — | (14,239 | ) | (l) | — | ||||||||||||||||||||||
| Additional paid-in capital |
47,317 | — | — | — | 12 | (m) | 47,329 | |||||||||||||||||||||||
| (Accumulated deficit) retained earnings |
(22,718 | ) | — | (6 | ) | (n) | 2,009 | (n) | (4 | ) | (n) | (20,719 | ) | |||||||||||||||||
| Accumulated other comprehensive earnings (loss) |
(504 | ) | 3 | — | (109 | ) | (o) | (3 | ) | (l) | (613 | ) | ||||||||||||||||||
| Treasury stock |
(10,202 | ) | — | — | — | — | (10,202 | ) | ||||||||||||||||||||||
| Total FIS Shareholders’ Equity |
13,899 | 14,242 | (6 | ) | 1,900 | (14,234 | ) | 15,801 | ||||||||||||||||||||||
| Noncontrolling interest |
3 | — | — | — | — | 3 | ||||||||||||||||||||||||
| Total equity |
13,902 | 14,242 | (6 | ) | 1,900 | (14,234 | ) | 15,804 | ||||||||||||||||||||||
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| Total liabilities and equity |
$ | 33,488 | $ | 15,619 | $ | 7,894 | $ | 1,381 | $ | (14,407 | ) | $ | 43,975 | |||||||||||||||||
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See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS (LOSS)
For the Year ended December 31, 2025
($ in millions)
| (in millions) |
FIS Historical year ended December 31, 2025 |
Issuer Solutions Business Adjusted Historical year ended December 31, 2025 (Note 2) |
Transaction Accounting Adjustments - Financing |
Note 5 | Transaction Accounting Adjustments - Worldpay Disposition |
Note 5 | Transaction Accounting Adjustments - Issuer Solutions Acquisition |
Note 5 | Pro Forma Combined |
Note 5 | ||||||||||||||||||||||||
| Revenue |
$ | 10,677 | $ | 2,509 | $ | — | $ | — | $ | — | $ | 13,186 | ||||||||||||||||||||||
| Cost of revenue |
6,741 | 1,778 | — | — | (212 | ) | (a) | 8,307 | ||||||||||||||||||||||||||
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| Gross profit |
3,936 | 731 | — | — | 212 | 4,879 | ||||||||||||||||||||||||||||
| Selling, general, and administrative expenses |
2,263 | 562 | — | — | 19 | (b) | 2,844 | |||||||||||||||||||||||||||
| Asset impairments |
18 | — | — | — | — | 18 | ||||||||||||||||||||||||||||
| Other operating (income) expense, net - related party |
(86 | ) | (43 | ) | — | — | — | (129 | ) | |||||||||||||||||||||||||
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| Operating income |
1,741 | 212 | — | — | 193 | 2,146 | ||||||||||||||||||||||||||||
| Other income (expense): |
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| Interest income |
24 | 1 | — | — | — | 25 | ||||||||||||||||||||||||||||
| Interest expense |
(391 | ) | (11 | ) | (405 | ) | (c) | — | — | (807 | ) | |||||||||||||||||||||||
| Other income (expense), net |
(198 | ) | 5 | — | — | — | (193 | ) | ||||||||||||||||||||||||||
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| Total other income (expense), net |
(565 | ) | (5 | ) | (405 | ) | — | — | (975 | ) | ||||||||||||||||||||||||
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| Earnings (loss) before income taxes and equity method investment earnings (loss) |
1,176 | 207 | (405 | ) | — | 193 | 1,171 | |||||||||||||||||||||||||||
| Provision (benefit) for income taxes |
265 | 26 | (97 | ) | (d) | — | 70 | (d) | 264 | |||||||||||||||||||||||||
| Equity method investment earnings (loss), net of tax |
(526 | ) | — | — | 2,535 | (e) | — | 2,009 | ||||||||||||||||||||||||||
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| Net earnings (loss) from continuing operations |
385 | 181 | (308 | ) | 2,535 | 123 | 2,916 | |||||||||||||||||||||||||||
| Net (earnings) loss attributable to noncontrolling interest from continuing operations |
(3 | ) | — | — | — | — | (3 | ) | ||||||||||||||||||||||||||
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| Net earnings (loss) attributable to FIS continuing operations |
$ | 382 | $ | 181 | $ | (308 | ) | $ | 2,535 | $ | 123 | $ | 2,913 | |||||||||||||||||||||
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| Basic earnings (loss) per common share attributable to FIS: |
0.73 | 5.57 | (f | ) | ||||||||||||||||||||||||||||||
| Diluted earnings (loss) per common share attributable to FIS: |
0.73 | 5.55 | (f | ) | ||||||||||||||||||||||||||||||
| Weighted average common shares outstanding: |
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| Basic |
523 | 523 | ||||||||||||||||||||||||||||||||
| Diluted |
525 | 525 | ||||||||||||||||||||||||||||||||
See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information
4
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 – Accounting for the Issuer Solutions Acquisition
The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with FIS considered the accounting acquirer of the Issuer Solutions Business. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase consideration exchanged for the Issuer Solutions Business has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their fair values as of December 31, 2025. The difference between the amount of consideration transferred and the fair value of the assets acquired and liabilities assumed is reflected as an adjustment to goodwill. Management’s preliminary estimate of the fair values of the intangible assets acquired was based on publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. ASC 805 also requires FIS to measure the assets acquired and the liabilities assumed in accordance with FIS’ accounting policies. In preparing these unaudited pro forma condensed combined financial statements, management performed a preliminary analysis of Issuer Solutions’ accounting policies as compared to those of FIS. However, at the time of preparing these unaudited pro forma condensed combined financial statements, FIS had not identified all adjustments necessary to conform Issuer Solutions’ accounting policies to FIS’ accounting policies.
Because the purchase price allocation and policy evaluation are preliminary, the related adjustments reflected in these unaudited pro forma condensed combined financial statements are also preliminary and have been made solely for the purpose of preparing these unaudited pro forma condensed combined financial statements and are subject to revision based on a final determination of fair value and final policy review, either or both of which could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and FIS’ financial position and results of operations. Further, there were no material transactions and balances between FIS and the Issuer Solutions Business as of and for year ended December 31, 2025.
The unaudited pro forma condensed combined financial statements contained herein do not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies or any other synergies or dis-synergies that may result from the Transactions.
The unaudited pro forma condensed combined financial statements and related notes are being provided for illustrative purposes only and do not purport to represent what FIS’ actual results of operations or financial position would have been had the acquisition been completed on the dates indicated, nor are they necessarily indicative of FIS’ future results of operations or financial position for any future period.
All amounts presented within these Notes to Unaudited Pro Forma Condensed Combined Financial Statements are in millions or as denoted otherwise.
Note 2 – Issuer Solutions Reclassification and Perimeter Adjustments
During the preparation of these unaudited pro forma condensed combined financial statements, management performed a preliminary analysis of Issuer Solutions’ accounting policies as compared to those of FIS. At the time of preparing these unaudited pro forma condensed combined financial statements, FIS had not identified all adjustments necessary to conform Issuer Solutions’ accounting policies to FIS’ accounting policies. The below adjustments represent FIS’ best estimates based upon the information currently available to FIS and could be subject to change once more detailed information is available.
In addition, the historical financial statements of the Issuer Solutions Business include certain insignificant businesses, operations and net assets which were retained by Global Payments upon close of the Issuer Solutions Acquisition. Similarly, the financial statements also exclude certain other insignificant businesses, operations and net assets that transferred to FIS upon close of the Issuer Solutions Acquisition in accordance with the FIS Transaction Agreement. Therefore, these unaudited pro forma condensed combined financial statements include certain adjustments (“Perimeter Adjustments”) to reflect the Issuer Solutions Business that ultimately transferred to FIS.
Refer to the table below for a summary of reclassification and Perimeter adjustments made to present Issuer Solutions Business’ combined balance sheet as of December 31, 2025:
5
| Issuer Solutions Business Historical Combined Balance Sheet Line Items |
FIS Historical Consolidated Balance Sheet Line Items |
Issuer Solutions Business Historical Combined Balance Sheet |
Reclassification | Note 2 | Issuer Solutions Business Before Perimeter Adjustments |
Perimeter Adjustments |
Issuer Solutions Business Adjusted Historical Combined Balance Sheet |
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| (in millions) | ||||||||||||||||||||||||
| Assets |
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| Current Assets: |
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| Cash and cash equivalents |
Cash and cash equivalents |
$ | 441 | $ | — | $ | 441 | $ | (38 | ) | $ | 403 | ||||||||||||
| Settlement processing assets |
Settlement assets |
183 | — | 183 | — | 183 | ||||||||||||||||||
| Accounts receivable, net |
Trade receivables, net of allowance for credit losses |
333 | — | 333 | — | 333 | ||||||||||||||||||
| Prepaid expenses and other current assets |
Prepaid expenses and other current assets |
293 | — | 293 | — | 293 | ||||||||||||||||||
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| Total current assets |
$ | 1,250 | $ | — | $ | 1,250 | $ | (38 | ) | $ | 1,212 | |||||||||||||
| Property and equipment, net |
Property and equipment, net |
1,031 | (646 | ) | (a) | 385 | — | 385 | ||||||||||||||||
| Goodwill |
Goodwill |
8,923 | — | 8,923 | (9 | ) | 8,914 | |||||||||||||||||
| Other intangible assets, net |
Intangible assets, net |
3,828 | (109 | ) | (a) | 3,719 | — | 3,719 | ||||||||||||||||
| Software, net |
— | 755 | (a) | 755 | — | 755 | ||||||||||||||||||
| Equity method investment |
— | 14 | (b) | 14 | — | 14 | ||||||||||||||||||
| Other noncurrent assets |
Other noncurrent assets |
619 | (142 | ) | (b),(c),(d) | 477 | — | 477 | ||||||||||||||||
| Deferred income taxes |
15 | (15 | ) | (c) | — | — | — | |||||||||||||||||
| Deferred contract costs, net |
— | 143 | (d) | 143 | — | 143 | ||||||||||||||||||
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| Total Assets |
$ | 15,666 | $ | — | $ | 15,666 | $ | (47 | ) | $ | 15,619 | |||||||||||||
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| Liabilities and Equity |
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| Current Liabilities: |
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| Accounts payable and accrued liabilities |
Accounts payable, accrued and other liabilities |
322 | (50 | ) | (e) | 272 | 4 | 276 | ||||||||||||||||
| Settlement processing obligations |
Settlement payables |
404 | — | 404 | — | 404 | ||||||||||||||||||
| Deferred revenue |
— | 50 | (e) | 50 | — | 50 | ||||||||||||||||||
| Current portion of long-term debt |
Current portion of long-term debt |
97 | — | 97 | — | 97 | ||||||||||||||||||
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| Total current liabilities |
$ | 823 | $ | — | $ | 823 | $ | 4 | $ | 827 | ||||||||||||||
| Long-term debt |
Long-term debt, excluding current portion |
49 | — | 49 | — | 49 | ||||||||||||||||||
| Deferred income taxes |
Deferred income taxes |
251 | — | 251 | — | 251 | ||||||||||||||||||
| Due to Parent |
137 | (137 | ) | (f) | — | — | — | |||||||||||||||||
| Other noncurrent liabilities |
Other noncurrent liabilities |
113 | 137 | (f) | 250 | — | 250 | |||||||||||||||||
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| Total Liabilities |
$ | 1,373 | $ | — | $ | 1,373 | $ | 4 | $ | 1,377 | ||||||||||||||
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| Equity: |
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| Parent invested equity: |
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| Net Parent Investment |
14,290 | — | 14,290 | (51 | ) | 14,239 | ||||||||||||||||||
| Accumulated other comprehensive loss |
Accumulated other comprehensive earnings (loss) |
3 | — | 3 | — | 3 | ||||||||||||||||||
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| Total invested equity |
$ | 14,293 | $ | — | $ | 14,293 | $ | (51 | ) | $ | 14,242 | |||||||||||||
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| Total liabilities and equity |
$ | 15,666 | $ | — | $ | 15,666 | $ | (47 | ) | $ | 15,619 | |||||||||||||
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| (a) | Reflects the reclassification of $646 million of purchased and developed software previously recognized within Property and equipment (net) and $109 million of purchased and developed software previously recognized within Intangible assets (net), into the Software, net line item to conform with the FIS presentation. |
6
| (b) | Reflects the reclassification of $14 million of Equity method investment recognized as Other noncurrent assets into a separate financial statement line item. |
| (c) | Reflects the reclassification of $15 million of Deferred income tax assets into Other noncurrent assets as presented in the FIS financial statements. |
| (d) | Reflects the reclassification of $143 million of capitalized costs to obtain customer contracts and capitalized costs to fulfill customer contracts from Other noncurrent assets to Deferred contract costs. |
| (e) | Reflects the reclassification of $50 million of Deferred revenue from Accounts payable and accrued liabilities into a separate financial statement line item. |
| (f) | Reflects the reclassification of $137 million in Due to Parent to Other noncurrent liabilities. |
Refer to the table below for a summary of reclassification adjustments made to Issuer Solutions Business’ combined statement of income for the year ended December 31, 2025, to conform presentation:
| Issuer Solutions Business Combined Statement of Income Line Items |
FIS Historical Line Items |
Issuer Solutions Business Historical Combined Statement of Income |
Reclassification | Note 2 | Issuer Solutions Business Before Perimeter Adjustments |
Perimeter Adjustments |
Issuer Solutions Business Adjusted Historical Combined Statement of Income |
|||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Revenues |
Revenue |
$ | 2,548 | $ | (43 | ) | (c) | $ | 2,505 | $ | 4 | $ | 2,509 | |||||||||||
| Operating expenses: |
||||||||||||||||||||||||
| Cost of service |
Cost of revenue |
1,797 | — | 1,797 | (19 | ) | 1,778 | |||||||||||||||||
| Selling, general and administrative |
Selling, general, and administrative expenses |
565 | 18 | (b) | 583 | (21 | ) | 562 | ||||||||||||||||
| Asset impairments |
— | — | — | — | — | |||||||||||||||||||
| Other operating (income) expense, net — related party |
— | (43 | ) | (c) | (43 | ) | — | (43 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating income |
186 | (18 | ) | 168 | 44 | 212 | ||||||||||||||||||
| Interest and other income |
Interest income |
9 | (5 | ) | (a) | 4 | (3 | ) | 1 | |||||||||||||||
| Interest and other expense |
Interest expense |
(29 | ) | 18 | (b) | (11 | ) | — | (11 | ) | ||||||||||||||
| Other income (expense), net |
— | 5 | (a) | 5 | — | 5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total other income (expense), net |
Total other income (expense), net |
(20 | ) | 18 | (2 | ) | (3 | ) | (5 | ) | ||||||||||||||
| Income tax expense |
Provision (benefit) for income taxes |
19 | — | 19 | 7 | 26 | ||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net income |
Net earnings (loss) attributable to FIS continuing operations |
$ | 147 | $ | — | $ | 147 | $ | 34 | $ | 181 | |||||||||||||
|
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|
|
|
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|
|||||||||||||||
| (a) | Represents a reclassification of $5 million of other income from Interest and other income to Other income (expense), net. |
| (b) | Represents a reclassification of $18 million of other expense from Interest and other expense to Selling, general and administrative expenses. |
| (c) | Represents a reclassification of $43 million of other income expected from transition service agreements from Revenue to Other operating (income) expense, net—related party. |
7
Note 3 – Preliminary Transaction Consideration and Allocation
Preliminary Transaction Consideration
The following table summarizes the preliminary transaction consideration for the Issuer Solutions Business:
| (in millions) |
Amount | |||
| Estimated consideration to Global Payments (i) |
$ | 13,456 | ||
| Estimated converted Issuer Solutions awards attributable to pre-combination service (ii) |
8 | |||
|
|
|
|||
| Preliminary Transaction consideration |
$ | 13,464 | ||
|
|
|
|||
| (i) | Represents base consideration of $13.5 billion paid to Global Payments at the Closing Date, adjusted for cash, debt, and working capital (relative to a target) under the FIS Transaction Agreement. |
| (ii) | Pursuant to the FIS Transaction Agreement, Global Payments equity awards granted in 2024 or earlier and held by transferred employees accelerated and fully vested as of the closing of the Transactions. Awards not meeting these criteria were forfeited, and FIS granted replacement restricted stock unit (“RSU”) awards with substantially similar terms. The number of shares were determined using the exchange ratio based on volume-weighted average trading prices of Global Payments and FIS common stock. A portion of the fair value of the accelerated and replacement awards represent transaction consideration; the remainder will be recognized as post-acquisition compensation expense. |
Preliminary Transaction Consideration Allocation
The assumed accounting for the Issuer Solutions Acquisition, including the preliminary transaction consideration, is based on provisional amounts, and the associated purchase accounting is not final and is subject to change as additional information becomes available and as additional analyses are performed. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon management’s preliminary estimate of fair values. Management’s preliminary estimate of fair value of assets acquired and liabilities assumed was based on publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions, which management believes are reasonable under the circumstances. Management is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Issuer Solutions Acquisition. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
The following table summarizes the preliminary transaction consideration allocation as if the Issuer Solutions Acquisition had been completed on December 31, 2025, with excess recorded to Goodwill:
| (in millions) |
Historical Value |
Fair Value Adjustments |
Fair Value |
|||||||||
| Preliminary transaction consideration |
$ | 13,464 | ||||||||||
| Assets |
||||||||||||
| Cash and cash equivalents |
$ | 403 | — | $ | 403 | |||||||
| Settlement assets |
183 | — | 183 | |||||||||
| Trade receivables, net of allowance for credit losses |
333 | — | 333 | |||||||||
| Prepaid expenses and other current assets |
293 | (24 | ) | 269 | ||||||||
| Property and equipment, net |
385 | — | 385 | |||||||||
| Intangible assets, net |
3,719 | 401 | 4,120 | |||||||||
| Software, net |
755 | 578 | 1,333 | |||||||||
| Equity method investment |
14 | — | 14 | |||||||||
| Deferred contract costs, net |
143 | (143 | ) | — | ||||||||
| Other noncurrent assets |
477 | — | 477 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Assets |
6,705 | 812 | 7,517 | |||||||||
| Liabilities |
||||||||||||
| Accounts payable, accrued and other liabilities |
276 | — | 276 | |||||||||
| Deferred revenue |
50 | — | 50 | |||||||||
| Current portion of long-term debt |
97 | — | 97 | |||||||||
| Settlement payables |
404 | — | 404 | |||||||||
| Long-term debt, excluding current portion |
49 | — | 49 | |||||||||
| Deferred income taxes |
251 | — | 251 | |||||||||
| Other noncurrent liabilities |
250 | (137 | ) | 113 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total Liabilities |
1,377 | (137 | ) | 1,240 | ||||||||
| Noncontrolling interest |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Net Assets Acquired |
5,328 | 949 | 6,277 | |||||||||
|
|
|
|||||||||||
| Goodwill |
$ | 7,187 | ||||||||||
|
|
|
|||||||||||
8
Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments included in the Transaction Accounting Adjustments – Financing column, Transaction Accounting Adjustments – Worldpay Disposition column and Transaction Accounting Adjustments – Issuer Solutions Acquisition column in the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025, are as follows:
(a) Reflects adjustment to Cash and cash equivalents:
| (in millions) |
Amount | |||
| Pro forma transaction accounting adjustments - Financing: |
||||
| Cash from new senior notes, net of debt issuance costs (i) |
$ | 7,900 | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Financing |
$ | 7,900 | ||
|
|
|
|||
| Pro forma transaction accounting adjustments – Worldpay Disposition: |
||||
| Income tax payable upon Worldpay Disposition (ii) |
$ | (700 | ) | |
|
|
|
|||
| Net pro forma transaction accounting adjustments – Worldpay Disposition |
$ | (700 | ) | |
|
|
|
|||
| Pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition: |
||||
| Net cash consideration to Global Payments (iii) |
$ | (7,694 | ) | |
| Estimated transaction costs (iv) |
(36 | ) | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition |
$ | (7,730 | ) | |
|
|
|
|||
| (i) | These pro formas assume the DDTL is replaced by permanent financing in the form of new senior unsecured notes with aggregate principal of $8 billion. The proceeds from the senior notes are shown net of estimated debt issuance costs of approximately $77 million and a debt discount of $23 million. |
| (ii) | Represents the payment of expected income taxes arising from the Worldpay Disposition. Adjustment results from the reclassification of the deferred tax liability maintained for the difference between the tax basis of the Worldpay equity method investment and the corresponding financial statement carrying value, as adjusted for a $202 million increase in income tax payable. The net adjustment reflects the income taxes FIS expects to incur as a result of the gain on the Worldpay Disposition. Such taxes are expected to be paid shortly after transaction close, and as such are reflected as an adjustment to Cash and cash equivalents in these pro forma condensed combined financial statements. |
| (iii) | Represents consideration of $13.5 billion paid for Issuer Solutions, which is the base consideration of $13.5 billion adjusted for cash, debt, and working capital (relative to a target) at the Closing Date under the FIS Transaction Agreement, less $5.8 billion, which represents the FIS pre-tax portion of the Worldpay purchase price adjusted for estimated closing levels of working capital cash and debt of Worldpay. |
| (iv) | These costs consist of FIS legal advisory, financial advisory, accounting and consulting costs. |
(b) Preliminary adjustment to Prepaid and other current assets as follows:
| (in millions) |
Amount | |||
| Pro forma transaction accounting adjustments - Transaction — Financing: |
||||
| Terminated capitalized DDTL Fees (i) |
$ | (6 | ) | |
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to Prepaid and other current assets - Financing |
$ | (6 | ) | |
|
|
|
|||
| Pro forma transaction accounting adjustments - Transaction — Worldpay Disposition: |
||||
| Sale of Worldpay equity method investment (ii) |
$ | 5,762 | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to Prepaid and other current assets – Worldpay Disposition |
$ | 5,762 | ||
|
|
|
|||
| Pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition: |
||||
| Sale of Worldpay equity method investment (ii) |
$ | (5,762 | ) | |
| Write-off capitalized contract costs (iii) |
(24 | ) | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to Prepaid and other current assets - Issuer Solutions Acquisition |
$ | (5,786 | ) | |
|
|
|
|||
9
| (i) | Reflects the write-off of deferred financing fees related to the DDTL that were incurred by FIS as these condensed combined pro forma financial statements assume the DDTL is replaced by permanent financing in connection with the Issuer Solutions Acquisition. |
| (ii) | Under the FIS Transaction Agreement, the proceeds from the sale of FIS’ remaining equity method investment in Worldpay were deducted from the final cash consideration paid to Global Payments for the Issuer Solutions Business. As such, these unaudited pro forma condensed combined financial statements reflect a deposit representing the prepayment of proceeds from the sale of FIS’ remaining interest in Worldpay in Prepaid and other current assets in the Transaction Accounting Adjustments – Worldpay Disposition column and a removal of that prepaid asset in the Transaction Accounting Adjustments – Issuer Solutions Acquisition column as both transactions with Global Payments are funded. |
| (iii) | Reflects the write-off of Issuer Solutions Business’ capitalized contract costs which do not qualify for recognition as assets under the acquisition method of accounting. |
(c) Preliminary adjustment to Goodwill, which represents the difference between the Issuer Solutions Business’ historical Goodwill and the excess of the preliminary transaction consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed:
| (in millions) |
Amount | |||
| Pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition: |
||||
| Goodwill resulting from the Transaction (Note 3) |
$ | 7,187 | ||
| Elimination of the Issuer Solutions Business’ historical Goodwill |
(8,914 | ) | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition |
$ | (1,727 | ) | |
|
|
|
|||
| (d) | Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting: |
| (in millions) |
Preliminary Fair Value |
Estimated Useful Life (Years) |
||||||
| Pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition: |
||||||||
| Estimated Fair Value - Customer relationships (i) |
$ | 4,050 | 18 | |||||
| Estimated Fair Value - Trade name (i) |
70 | 3 | ||||||
| Less: Historical Issuer Solutions Business’ Intangible assets, net of amortization |
(3,719 | ) | ||||||
|
|
|
|||||||
| Net pro forma transaction accounting adjustments - Transaction to Intangible assets, net - Issuer Solutions Acquisition |
$ | 401 | ||||||
|
|
|
|||||||
| (i) | FIS determined a preliminary fair value estimate of intangible assets based on publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The fair value estimate for intangible assets may significantly change at the Closing Date as compared to the estimate used for purposes of these unaudited pro forma condensed combined financial statements. |
(e) Reflects the preliminary purchase accounting adjustment for estimated acquired technology based on the acquisition method of accounting:
| (in millions) |
Preliminary Fair Value |
Estimated Useful Life (Years) |
||||||
| Pro forma transaction accounting adjustments — Transaction — Issuer Solutions Acquisition: |
||||||||
| Estimated Fair Value – Technology (i) |
$ | 1,150 | 10 | |||||
| Less: Historical Issuer Solutions acquired technology, net of amortization |
(108 | ) | ||||||
| Less: Historical Issuer Solutions Business’ internal software, net of amortization |
(464 | ) | ||||||
|
|
|
|||||||
| Net pro forma transaction accounting adjustments — Transaction to Software, net — Issuer Solutions Acquisition |
$ | 578 | ||||||
|
|
|
|||||||
| (i) | FIS determined a preliminary fair value estimate of intangible assets based on publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The fair value estimate for intangible assets may significantly change at the Closing Date as compared to the estimate used for purposes of these unaudited pro forma condensed combined financial statements. |
(f) Reflects the removal of FIS’ remaining minority ownership in Worldpay accounted for under the equity method of accounting.
(g) Preliminary adjustment to deferred contract costs, net, representing the write-off of Issuer Solutions Business’ capitalized contract costs which do not qualify for recognition as assets under the acquisition method of accounting:
10
| (in millions) |
Amount | |||
| Pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition: |
||||
| Write-off capitalized contract costs |
$ | (143 | ) | |
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to Deferred contract costs, net - Issuer Solutions Acquisition |
$ | (143 | ) | |
|
|
|
|||
| (h) | Preliminary adjustment to Accounts payable, accrued and other liabilities based on the following: |
| (in millions) |
Amount | |||
| Pro forma transaction accounting adjustments - Transaction – Issuer Solutions Acquisition: |
||||
| Payment of accrued transaction costs (i) |
$ | (36 | ) | |
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to Accounts payable, accrued and other liabilities – Issuer Solutions Acquisition |
$ | (36 | ) | |
|
|
|
|||
| Pro forma transaction accounting adjustments - Transaction - Worldpay Disposition: |
||||
| Payment of accrued transaction costs (i) |
$ | (21 | ) | |
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to Accounts payable, accrued and other liabilities - Worldpay Disposition |
$ | (21 | ) | |
|
|
|
|||
| (i) | Reflects the payment of accrued transaction costs on the historical balance sheet of FIS. |
(i) Reflects the long-term debt financing, net of unamortized debt issuance costs, to repay the DDTL, which was used to fund a portion of the Transactions at the Closing Date. For purposes of these unaudited pro forma condensed combined financial statements, FIS has assumed that the new FIS permanent financing will consist of $8 billion aggregate principal of senior unsecured notes. The amount, type and terms of permanent financing could be different from that presented in these pro forma condensed combined financial statements:
| (in millions) |
Amount | |||
| Pro forma transaction accounting adjustments - Financing: |
||||
| New senior notes |
$ | 8,000 | ||
| Less: Debt issuance costs and original issue discount |
(100 | ) | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Long-term debt, excluding current portion |
$ | 7,900 | ||
|
|
|
|||
(j) Reflects the reclassification of the deferred tax liability maintained for the difference between the tax basis of the Worldpay equity method investment and the corresponding financial statement carrying value to income tax payable upon sale. Refer to Note 4(a)(ii) which describes the income tax payable ultimately being paid for purposes of these pro forma condensed combined financial statements.
(k) Represents the elimination of historical due to parent balances. The due to parent transactions presented on the Issuer Solutions Business’ historical financial statements are not expected to remain in place following the implementation of purchase accounting.
(l) Reflects the elimination of the Issuer Solutions Business’ historical equity.
(m) Reflects stock-based compensation impacts for (i) accelerated and cancelled Global Payments equity awards held by Issuer Solutions employees and (ii) estimated converted Global Payments equity awards that were attributable to pre-combination services. See Note 3(ii) for more information.
(n) Reflects adjustments to (accumulated deficit) retained earnings as follows:
| (in millions) |
Amount | |||
| Pro forma transaction accounting adjustments - Financing: |
||||
| Terminated capitalized DDTL Fees (i) |
$ | (6 | ) | |
|
|
|
|||
| Net pro forma financing accounting adjustments - Transaction to (Accumulated deficit) retained earnings |
$ | (6 | ) | |
|
|
|
|||
| Pro forma transaction accounting adjustments - Transaction - Worldpay Disposition: |
||||
| Gain on sale of Worldpay equity method investment (ii) |
$ | 2,009 | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to (Accumulated deficit) retained earnings - Worldpay Disposition |
$ | 2,009 | ||
|
|
|
|||
| Pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition: |
||||
| Share based compensation to transferred employees (iii) |
(4 | ) | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments - Transaction to (Accumulated deficit) retained earnings - Issuer Solutions Acquisition |
$ | (4 | ) | |
|
|
|
|||
11
| (i) | Reflects the one-time financing fees related to the DDTL that were incurred and capitalized by FIS as these condensed combined pro forma financial statements assume the DDTL is replaced by permanent financing in connection with the Issuer Solutions Acquisition. |
| (ii) | Reflects the gain on the sale of the Worldpay equity method investment. See Note 4(a)(ii) for more information. |
| (iii) | Reflects stock-based compensation expense related to converted accelerated and cancelled Global Payments equity awards that were held by Issuer Solutions employees. See Note 3(ii) for more information. |
(o) Reflects the write-off of FIS’ pro rata share of Worldpay’s other comprehensive earnings (loss) associated with the sale of its equity method investment in Worldpay.
Note 5 – Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Earnings (Loss)
Adjustments included in the Transaction Accounting Adjustments – Financing column, Transaction Accounting Adjustments – Worldpay Disposition column, and Transaction Accounting Adjustments – Issuer Solutions Acquisition column in the accompanying unaudited pro forma condensed combined statement of earnings (loss) for the year ended December 31, 2025 are as follows:
(a) The following table reflects adjustments to the Cost of revenue related to amortization expense for intangible assets. The newly acquired intangible assets have been amortized based on estimated useful lives ranging from 3 to 18 years. See Note 4(d) and 4(e) for details on carrying values and useful lives of intangibles and software. Management is still in the process of evaluating the fair value and estimated useful lives of the intangible assets. Any resulting change would have a direct impact to amortization expense, which could be material.
| (in millions) |
For the Year ended December 31, 2025 |
|||
| Pro forma transaction accounting adjustments - Transaction - Issuer Solutions Acquisition: |
||||
| Amortization expense of Customer Relationships |
$ | 225 | ||
| Amortization expense of Technology |
115 | |||
| Amortization expense of Trade Name |
23 | |||
| Less: Historical Intangible asset amortization |
(533 | ) | ||
| Less: Historical Software amortization |
(16 | ) | ||
| Less: Historical amortization of capitalized contract costs |
(26 | ) | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments – Transaction to Cost of revenue - Issuer Solutions Acquisition |
$ | (212 | ) | |
|
|
|
|||
A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $36 million for the year ended December 31, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Issuer Solutions Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.
(b) Reflects the adjustments to Selling, general, and administrative expenses (“SG&A”) including a) incremental stock-based compensation charge for Global Payments equity awards converted to FIS equity awards (see Note 3(ii) for more information), b) elimination of historical software amortization, and c) other individually immaterial adjustments.
(c) Reflects the adjustments to interest expense as follows:
| (in millions) |
For the Year ended December 31, 2025 |
|||
| Pro forma transaction accounting adjustments — Financing: |
||||
| New interest expense on Financing (i) |
$ | (399 | ) | |
| Terminated DDTL Fees (ii) |
(6 | ) | ||
|
|
|
|||
| Net pro forma transaction accounting adjustments — Interest expense — Financing |
$ | (405 | ) | |
|
|
|
|||
| (i) | The interest expense included in the unaudited pro forma condensed combined financial information was calculated using an effective interest rate, which considers transaction costs and issuance discounts, and reflects an approximate weighted-average interest rate of 5.01% based on what FIS currently expects to be the most likely terms and current prevailing interest rates. Actual interest rates may vary from those depicted in the pro forma amounts. |
| (ii) | Reflects the write-off of deferred financing fees related to the DDTL that were incurred by FIS as these condensed combined pro forma financial statements assume the DDTL is replaced by permanent financing in connection with the Issuer Solutions Acquisition. |
12
A sensitivity analysis on interest expense for the year ended December 31, 2025 has been performed to assess the effect of a 12.5 basis point change of the hypothetical interest on the senior notes. The following table shows the change in the Interest expense for the Financing described above:
| (in millions) |
For the Year ended December 31, 2025 |
|||
| Interest expense assuming: |
||||
| Increase of 0.125% |
$ | (50 | ) | |
| Decrease of 0.125% |
$ | 50 | ||
(d) Reflects the adjustments to provision (benefit) for income tax as follows:
| (in millions) |
For the Year ended December 31, 2025 |
|||
| Pro forma transaction accounting adjustments - Financing – Issuer Solutions Acquisition: |
||||
| Tax impact of transaction accounting adjustments – Financing (i) |
$ | (97 | ) | |
|
|
|
|||
| Net pro forma transaction accounting adjustments – Provision (benefit) for income taxes - Financing |
$ | (97 | ) | |
|
|
|
|||
| Pro forma transaction accounting adjustments – Transaction – Issuer Solutions Acquisition: |
||||
| Issuer Solutions Historical tax adjustment (ii) |
$ | 24 | ||
| Tax impact of transaction accounting adjustments – Transaction – Issuer Solutions Acquisition (i) |
46 | |||
|
|
|
|||
| Net pro forma transaction accounting adjustments – Provision (benefit) for income taxes - Transaction |
$ | 70 | ||
|
|
|
|||
| (i) | Represents an adjustment to record the estimated income tax impact of the pro forma adjustments, utilizing a blended statutory income tax rate in effect of 24% for the year ended December 31, 2025. FIS’ effective tax rate following the acquisition could differ significantly (either higher or lower) depending on post-acquisition activities, including cash needs, the geographical mix of income, and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the actual effective tax rate in future periods may vary from the pro forma rate. |
| (ii) | Represents an adjustment to Issuer Solutions Business’ historical provision (benefit) for income tax to reflect income taxes utilizing a blended statutory income tax rate in effect of 24% for the year ended December 31, 2025. Prior to FIS’ acquisition, the Issuer Solutions Business contained entities which are not taxpaying entities for federal income tax purposes and accordingly did not recognize expenses for taxes for those entities. Additionally, the perimeter adjustments to reflect the Issuer Solutions Business that ultimately transferred to FIS do not reflect a corresponding adjustment to provision (benefit) for income taxes. As such, an adjustment was made to normalize the historical provision (benefit) for income taxes at the blended statutory tax rate. |
(e) Reflects the adjustments to equity method investment earnings (loss), net of tax as follows:
| (in millions) |
For the year ended December 31, 2025 |
|||
| Pro forma transaction accounting adjustments — Transaction — Worldpay Disposition: |
||||
| Gain on sale of Worldpay equity method investment (i) |
$ | 2,009 | ||
| Elimination of historical Issuer Solutions Business’ equity method investment loss, net of tax (ii) |
526 | |||
|
|
|
|||
| Net pro forma transaction accounting adjustments — Transaction to Equity method investment earnings (loss), net of tax—Worldpay Disposition |
$ | 2,535 | ||
|
|
|
|||
| (i) | Reflects the gain on the sale of the Worldpay equity method investment, net of tax, as if the sale occurred on January 1, 2025. |
| (ii) | Reflects the elimination of FIS’ historical equity method investment (loss) after application of investor-level taxes. |
(f) The pro forma basic and diluted earnings per share calculations are based on the basic and diluted weighted average shares of FIS. The pro forma basic and diluted weighted average shares outstanding are based on the historic weighted average shares of FIS common stock. In connection with the Issuer Solutions Acquisition, FIS granted replacement FIS equity awards for certain RSU awards held by Issuer Solutions employees with substantially similar terms. The impact of the replacement awards on basic and diluted weighted average shares is not expected to be material in the context of the transaction and thus has not been reflected in the basic and diluted weighted average shares. See Note 3(ii) for more information.
13