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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark one)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from                      to

Commission File
Number 001-33747





METAVANTE TECHNOLOGIES, INC.

(Exact
name of registrant as specified in its charter)



|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Wisconsin                                      |  | 39-0968604                          
|(State of incorporation)                       |  | (I.R.S. Employer Identification No.)
|                                               | 
|4900 West Brown Deer Road, Milwaukee Wisconsin |  | 53223                               
|(Address of principal executive offices)       |  | (Zip code)                          

(414) 357-2290

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                                              |  |                             
|--------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                    |  | Accelerated filer   ̈        
|                                              | 
|Non-accelerated filer  x                      |  | Smaller reporting company   ̈
|(Do not check if a smaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date:



|                              |  |                                
|----------------------------- |  | -------------------------------
|Class                         |  | Outstanding at November 6, 2008
|Common Stock, $0.01 par value |  | 119,674,602 shares             









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##### Table of Contents

TABLE OF CONTENTS



|                              |  |                                                                                                                               |  |     
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                               |  | Page
|Part I: Financial Information |  |                                                                                                                              
|                              |  |                                                                                                                              
|Item 1.                       |  | Financial Statements                                                                                                          |  | 1   
|                              |  |                                                                                                                              
|                              |  | Unaudited Condensed Consolidated Balance Sheets  September 30, 2008 and December 31, 2007                                    |  | 1   
|                              |  |                                                                                                                              
|                              |  | Unaudited Condensed Consolidated Statements of Income  Three and Nine Months Ended September 30, 2008 and September 30, 2007 |  | 2   
|                              |  |                                                                                                                              
|                              |  | Unaudited Condensed Consolidated Statements of Cash Flows  Nine Months Ended September 30, 2008 and September 30, 2007       |  | 3   
|                              |  |                                                                                                                              
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                                |  | 4   
|                              |  |                                                                                                                              
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 15  
|                              |  |                                                                                                                              
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                    |  | 27  
|                              |  |                                                                                                                              
|Item 4T.                      |  | Controls and Procedures                                                                                                       |  | 28  
|                              | 
|Part II: Other Information    |  |                                                                                                                              
|                              |  |                                                                                                                              
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                   |  | 29  
|                              |  |                                                                                                                              
|Item 6.                       |  | Exhibits                                                                                                                      |  | 29  
|                              |  |                                                                                                                              
|                              |  | Signatures                                                                                                                    |  | 30  
|                              |  |                                                                                                                              
|                              |  | Exhibit Index                                                                                                                 |  | 31  



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

METAVANTE TECHNOLOGIES, INC.

Condensed Consolidated Balance Sheets

(In thousands)



|                                                                                                                           |  |                   |            |   |                  |   |            |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                           |  | September 30,2008 |            |   | December 31,2007 |  
|                                                                                                                           |  | (Unaudited)       |            |   |                  |  
|Assets                                                                                                                     |  |                   |            |   |                  |   |            |  
|Current Assets:                                                                                                            |  |                   |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                  |  | $                 | 234,971    |   |                  | $ | 185,528    |  
|Restricted funds                                                                                                           |  |                   | 314,657    |   |                  |   | 386,250    |  
|Accounts receivable, net                                                                                                   |  |                   | 122,137    |   |                  |   | 127,859    |  
|EFD processing receivables                                                                                                 |  |                   | 60,186     |   |                  |   | 110,788    |  
|Unbilled revenues                                                                                                          |  |                   | 109,473    |   |                  |   | 109,632    |  
|Deferred income taxes                                                                                                      |  |                   | 37,726     |   |                  |   | 37,638     |  
|Other current assets                                                                                                       |  |                   | 49,122     |   |                  |   | 55,813     |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  
|Total current assets                                                                                                       |  |                   | 928,272    |   |                  |   | 1,013,508  |  
|Capitalized software and conversions, net                                                                                  |  |                   | 251,419    |   |                  |   | 232,743    |  
|Premises and equipment, net                                                                                                |  |                   | 131,585    |   |                  |   | 138,040    |  
|Goodwill and other intangibles, net                                                                                        |  |                   | 1,599,775  |   |                  |   | 1,560,141  |  
|Other assets                                                                                                               |  |                   | 153,111    |   |                  |   | 155,567    |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  
|Total                                                                                                                      |  | $                 | 3,064,162  |   |                  | $ | 3,099,999  |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  
|Liabilities and Shareholders Equity                                                                                       |  |                   |            |   |                  |   |            |  
|Current Liabilities:                                                                                                       |  |                   |            |   |                  |   |            |  
|Current maturities of long-term debt                                                                                       |  | $                 | 17,500     |   |                  | $ | 13,164     |  
|Accounts payable                                                                                                           |  |                   | 19,974     |   |                  |   | 23,754     |  
|Accrued compensation and related benefits                                                                                  |  |                   | 43,251     |   |                  |   | 48,048     |  
|Accrued expenses                                                                                                           |  |                   | 159,891    |   |                  |   | 180,956    |  
|Payments held for third party remittance                                                                                   |  |                   | 314,179    |   |                  |   | 383,851    |  
|Deferred revenues                                                                                                          |  |                   | 136,155    |   |                  |   | 160,542    |  
|Other current liabilities                                                                                                  |  |                   | 9,793      |   |                  |   | 46,142     |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  
|Total current liabilities                                                                                                  |  |                   | 700,743    |   |                  |   | 856,457    |  
|Long-term debt                                                                                                             |  |                   | 1,723,770  |   |                  |   | 1,736,883  |  
|Deferred income taxes                                                                                                      |  |                   | 159,283    |   |                  |   | 159,225    |  
|Other long-term liabilities                                                                                                |  |                   | 52,875     |   |                  |   | 33,962     |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  
|Total liabilities                                                                                                          |  |                   | 2,636,671  |   |                  |   | 2,786,527  |  
|Minority interest                                                                                                          |  |                   | 15,141     |   |                  |   | 14,121     |  
|Commitments and ContingenciesSee Note 15                                                                                  |  |                   |            |   |                  |   |            |  
|Shareholders Equity:                                                                                                      |  |                   |            |   |                  |   |            |  
|Preferred stock, $0.01 par value-authorized, 5,000 shares; no shares issued                                                |  |                   |           |   |                  |   |           |  
|Common stock, $0.01 par value-authorized, 200,000 shares; issued and outstanding, 119,670 and 119,117 shares, respectively |  |                   | 1,197      |   |                  |   | 1,191      |  
|Treasury stock, at cost, 29 and 0 shares, respectively                                                                     |  |                   | (518       | ) |                  |   |           |  
|Additional paid-in capital                                                                                                 |  |                   | 1,477,284  |   |                  |   | 1,462,050  |  
|Retained deficit                                                                                                           |  |                   | (1,063,914 | ) |                  |   | (1,170,892 | )
|Accumulated other comprehensive (loss) income                                                                              |  |                   | (1,699     | ) |                  |   | 7,002      |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  
|Total shareholders equity                                                                                                 |  |                   | 412,350    |   |                  |   | 299,351    |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  
|Total                                                                                                                      |  | $                 | 3,064,162  |   |                  | $ | 3,099,999  |  
|                                                                                                                           |  |                   |            |   |                  |   |            |  

See notes to condensed consolidated financial statements



1



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METAVANTE TECHNOLOGIES, INC.

Condensed Consolidated Statements of Income (Unaudited)

(In thousands, except per share amounts)



|                                       |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|-------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                       |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                       |  | 2008                            |         |   | 2007                           |   |         | 2008 |  |   | 2007      |  
|Processing and services revenue        |  | $                               | 424,474 |   |                                | $ | 406,913 |      |  | $ | 1,273,866 |   |  | $ | 1,189,889 |  
|Expenses:                              |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Cost of processing and services        |  |                                 | 274,757 |   |                                |   | 270,318 |      |  |   | 834,946   |   |  |   | 788,331   |  
|Selling, general and administrative    |  |                                 | 66,923  |   |                                |   | 49,045  |      |  |   | 186,449   |   |  |   | 163,128   |  
|Transaction costs                      |  |                                 |        |   |                                |   | 1,443   |      |  |   |          |   |  |   | 2,343     |  
|                                       |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Total expenses                         |  |                                 | 341,680 |   |                                |   | 320,806 |      |  |   | 1,021,395 |   |  |   | 953,802   |  
|                                       |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Income from operations                 |  |                                 | 82,794  |   |                                |   | 86,107  |      |  |   | 252,471   |   |  |   | 236,087   |  
|Other non-operating income (expense):  |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Interest income                        |  |                                 | 621     |   |                                |   | 5,207   |      |  |   | 1,974     |   |  |   | 12,824    |  
|Interest expense                       |  |                                 | (25,817 | ) |                                |   | (10,828 | )    |  |   | (79,998   | ) |  |   | (32,493   | )
|Net (loss) gain related to Firstsource |  |                                 | (172    | ) |                                |   | (6      | )    |  |   | (1,058    | ) |  |   | 7,039     |  
|Other                                  |  |                                 | (742    | ) |                                |   | (523    | )    |  |   | (520      | ) |  |   | (494      | )
|                                       |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Income before income taxes             |  |                                 | 56,684  |   |                                |   | 79,957  |      |  |   | 172,869   |   |  |   | 222,963   |  
|Provision for income taxes             |  |                                 | 21,578  |   |                                |   | 29,796  |      |  |   | 65,891    |   |  |   | 80,666    |  
|                                       |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Net income                             |  | $                               | 35,106  |   |                                | $ | 50,161  |      |  | $ | 106,978   |   |  | $ | 142,297   |  
|                                       |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Net earnings per share: (1)            |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Basic                                  |  | $                               | 0.29    |   |                                |   |         |      |  | $ | 0.90      |   |  |   |           |  
|Diluted                                |  | $                               | 0.29    |   |                                |   |         |      |  | $ | 0.89      |   |  |   |           |  
|Weighted average shares:               |  |                                 |         |   |                                |   |         |      |  |   |           |   |  |   |           |  
|Basic                                  |  |                                 | 119,161 |   |                                |   |         |      |  |   | 119,079   |   |  |   |           |  
|Diluted                                |  |                                 | 120,199 |   |                                |   |         |      |  |   | 120,078   |   |  |   |           |  



|(1) | Net earnings per share was not calculated for the three and nine month periods ended September 30, 2007 as Metavante Corporation was a wholly-owned subsidiary of
Marshall & Ilsley Corporation.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See notes to
condensed consolidated financial statements



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METAVANTE TECHNOLOGIES, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)



|                                                                                                                  |  |                                |          |   |      |   |         |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ---- | - | ------- | -
|                                                                                                                  |  | Nine Months EndedSeptember 30, |         
|                                                                                                                  |  | 2008                           |          |   | 2007 |  
|Operating Activities:                                                                                             |  |                                |          |   |      |   |         |  
|Net income                                                                                                        |  | $                              | 106,978  |   |      | $ | 142,297 |  
|Adjustments to reconcile net income to net cash from operating activities:                                        |  |                                |          |   |      |   |         |  
|Depreciation of premises and equipment                                                                            |  |                                | 29,429   |   |      |   | 30,675  |  
|Amortization                                                                                                      |  |                                | 81,772   |   |      |   | 84,834  |  
|Amortization of debt issuance costs                                                                               |  |                                | 5,570    |   |      |   |        |  
|Deferred income taxes                                                                                             |  |                                | (522     | ) |      |   | (1,245  | )
|Stock-based compensation expense                                                                                  |  |                                | 11,011   |   |      |   | 4,606   |  
|Other non-cash items                                                                                              |  |                                | 2,543    |   |      |   | 4,251   |  
|Net loss (gain) related to Firstsource                                                                            |  |                                | 1,058    |   |      |   | (7,039  | )
|Changes in assets and liabilitiesnet of effect from acquisitions of businesses and foreign currency adjustments: |  |                                |          |   |      |   |         |  
|Accounts receivable                                                                                               |  |                                | 9,721    |   |      |   | (11,751 | )
|EFD processing receivables                                                                                        |  |                                | 50,662   |   |      |   | (2,326  | )
|Unbilled revenues                                                                                                 |  |                                | 250      |   |      |   | 4,694   |  
|Other assets                                                                                                      |  |                                | 4,379    |   |      |   | 4,165   |  
|Accounts payable and accrued liabilities                                                                          |  |                                | (25,151  | ) |      |   | 25,107  |  
|Deferred revenues                                                                                                 |  |                                | (25,901  | ) |      |   | 12,286  |  
|Other liabilities                                                                                                 |  |                                | (31,130  | ) |      |   | (4,859  | )
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Net cash from operating activities                                                                                |  |                                | 220,669  |   |      |   | 285,695 |  
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Investing Activities:                                                                                             |  |                                |          |   |      |   |         |  
|Capital expenditures for premises and equipment                                                                   |  |                                | (17,541  | ) |      |   | (26,479 | )
|Capital expenditures for capitalized software and conversion costs                                                |  |                                | (79,635  | ) |      |   | (77,198 | )
|Change in restricted funds                                                                                        |  |                                | 71,593   |   |      |   | 75,752  |  
|Purchases of restricted CDs                                                                                      |  |                                | (380,000 | ) |      |   | (50,000 | )
|Maturities of restricted CDs                                                                                     |  |                                | 380,000  |   |      |   | 50,000  |  
|Acquisitionsnet of cash acquired                                                                                 |  |                                | (69,788  | ) |      |   | (48,196 | )
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Net cash from investing activities                                                                                |  |                                | (95,371  | ) |      |   | (76,121 | )
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Financing Activities:                                                                                             |  |                                |          |   |      |   |         |  
|Repayment of debt and capital lease obligations                                                                   |  |                                | (8,777   | ) |      |   | (241    | )
|Change in payments held for third party remittance                                                                |  |                                | (69,672  | ) |      |   | (63,185 | )
|Proceeds from stock purchase right                                                                                |  |                                | 655      |   |      |   |        |  
|Proceeds from stock options                                                                                       |  |                                | 2,953    |   |      |   |        |  
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Net cash from financing activities                                                                                |  |                                | (74,841  | ) |      |   | (63,426 | )
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                                                      |  |                                | (1,014   | ) |      |   |        |  
|Change in cash and cash equivalents                                                                               |  |                                | 49,443   |   |      |   | 146,148 |  
|Cash and cash equivalentsbeginning of period                                                                     |  |                                | 185,528  |   |      |   | 344,241 |  
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Cash and cash equivalentsend of period                                                                           |  | $                              | 234,971  |   |      | $ | 490,389 |  
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Supplemental Cash Flow Information                                                                                |  |                                |          |   |      |   |         |  
|Cash paid in the period for:                                                                                      |  |                                |          |   |      |   |         |  
|Interest                                                                                                          |  | $                              | 72,693   |   |      | $ | 32,493  |  
|                                                                                                                  |  |                                |          |   |      |   |         |  
|Income taxes                                                                                                      |  | $                              | 63,077   |   |      | $ | 56,420  |  
|                                                                                                                  |  |                                |          |   |      |   |         |  

See notes to condensed consolidated financial statements



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METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In thousands, except per share amounts)

1. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements of Metavante Technologies, Inc. (Metavante or the
Company) for the three and nine months ended September 30, 2008 and 2007 are unaudited. In the opinion of management, all adjustments, normal and recurring in nature, necessary for the fair presentation of such condensed
consolidated financial statements have been included. Such interim results are not necessarily indicative of full year results. The condensed consolidated financial statements have been prepared in accordance with United States generally accepted
accounting principles for interim financial reporting, and with the instructions of Form 10-Q and Article 10 of Regulation S-X and accordingly they do not include all of the information and footnotes required in the annual consolidated financial
statements and accompanying footnotes. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in Metavantes Annual Report on Form 10-K for the
year ended December 31, 2007.

The condensed consolidated balance sheet at December 31, 2007 has been derived from the audited
consolidated balance sheet at that date, but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

The condensed consolidated financial statements include the accounts of Metavante, its wholly-owned subsidiaries, and subsidiaries that are
majority-owned and/or over which it exercised substantive control. Investments in unconsolidated affiliates, in which Metavante has 20 percent to 50 percent of ownership interest and has the ability to exercise significant influence, but not
substantive control, over the affiliates operating and financial policies, are accounted for using the equity method of accounting. All intercompany transactions are eliminated in consolidation.

During the fourth quarter of 2007, Metavante completed the separation from Marshall & Ilsley Corporation (M&I) into an
independent publicly traded company. The financial condition and results of operations as of and for the three and nine months ended September 30, 2007 are of Metavante Corporation and its consolidated subsidiaries. Metavante Corporation was a
wholly-owned subsidiary of M&I for the three and nine months ended September 30, 2007. See Note 2 in the Notes to Consolidated Financial Statements in Item 8 of Metavantes Annual Report on Form 10-K for the year ended
December 31, 2007 for additional information regarding Metavantes separation from M&I.

Treasury StockMetavante
accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders equity. Metavante obtained treasury stock during the three and nine months ended September 30, 2008, from forfeitures of unvested
restricted stock.

2. New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141(R), Business Combinations (SFAS
141(R)). SFAS 141(R) replaces SFAS 141 and provides greater consistency in the accounting and financial reporting of business combinations. SFAS 141(R) requires the acquiring entity in a business combination to recognize all assets acquired
and liabilities assumed in the transaction and any non-controlling interest in the acquiree at the acquisition date and be measured at the fair value as of that date. This includes the measurement of the acquirers shares issued in
consideration for a business combination, the recognition of contingent consideration, the accounting for pre-acquisition gain and loss contingencies, the recognition of capitalized in-process research and development, the accounting for
acquisition-related restructuring cost accruals, the treatment of acquisition-related transaction



4



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METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



costs and the recognition of changes in the acquirers income tax valuation allowance and deferred taxes. SFAS 141(R) is effective for Metavante on
January 1, 2009 and is to be applied prospectively. Early adoption is not permitted. Metavante continues to assess the impact, if any, SFAS 141(R) will have on Metavante.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statementsan amendment of Accounting
Research Bulletin No. 51 (SFAS 160). SFAS 160 establishes accounting and reporting standards that require noncontrolling interests to be reported as a component of equity, changes in parents ownership interest while the
parent retains its controlling interest be accounted for as equity transactions, and any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value. SFAS 160 is effective for Metavante on
January 1, 2009 and is to be applied prospectively, except for the presentation and disclosure requirements which are to be applied retrospectively. Early adoption is not permitted. Metavante continues to assess the impact, if any, SFAS 160
will have on Metavante.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities (SFAS 161). SFAS 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivatives Instruments and Hedging Activities (SFAS 133) with the intent to provide users
of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133, and how derivative instruments and related hedged
items affect an entitys financial position, financial performance and cash flows. SFAS 161 is effective for Metavante on January 1, 2009. Metavante continues to assess the impact, if any, SFAS 161 will have on Metavante.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP
FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other
Intangible Asset (SFAS 142). More specifically, FSP FAS 142-3 removes the requirement under paragraph 11 of SFAS 142 to consider whether an intangible asset can be renewed without substantial cost or material
modifications to the existing terms and conditions and instead, requires an entity to consider its own historical experience in renewing similar arrangements. FSP FAS 142-3 also requires expanded disclosure related to the determination of
intangible asset useful lives. FSP FAS 142-3 is effective for Metavante on January 1, 2009 and is to be applied prospectively. Early adoption is not permitted. Metavante continues to assess the impact, if any, FSP FAS 142-3 will have on
Metavante.

In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, Determining Fair Value of a Financial Asset in a
Market That Is Not Active (FSP FAS 157-3). FSP FAS 157-3 clarified the application of SFAS No. 157, Fair Value Measurements (SFAS 157) in an inactive market. It demonstrated how the fair value of a
financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The implementation of FSP FAS 157-3 did not
have a material impact on Metavantes consolidated financial position and results of operations.

3. Business Combinations

The results of operations for acquired companies are included in the condensed consolidated financial statements from the dates of acquisition. The
following acquisition, which is not considered to be a material business combination, was completed during the nine months ended September 30, 2008.



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



On January 10, 2008, Metavante acquired all of the outstanding stock of Nomad Payments Limited
(Nomad) for $57,200 in cash. Nomad, headquartered in London, United Kingdom, is a leading provider of prepaid and debit card processing and licensed software. Metavante now operates Nomad as Metavante Technologies Limited. Initial
goodwill, subject to the final fair value determination for assets acquired and liabilities assumed, amounted to $44,563 at September 30, 2008. The estimated identifiable intangible asset to be amortized (customer relationships) with an
estimated useful life of nine years amounted to $14,327. The goodwill and intangibles resulting from this acquisition are not deductible for tax purposes.

4. Equity Investments

As of December 31, 2006, Metavante held a 24% interest in Firstsource Solutions Limited
(Firstsource), an India-based provider of business process outsourcing solutions. This investment is included in other assets on the Condensed Consolidated Balance Sheet and is accounted for using the equity method of accounting. During
February 2007, Firstsource offered 60 million new shares of common stock at $1.45 per share in a public offering which yielded $86.9 million of cash proceeds to Firstsource. This issuance of new shares of common stock diluted Metavantes
ownership percentage to approximately 21%. Under the provisions of Staff Accounting Bulletin No. 51, Accounting for Sales of Stock by a Subsidiary (SAB 51), when an investee issues shares of its common stock, the
investor should recognize a gain or loss in the same manner as if the investor has sold a portion of its investment. Subject to certain criteria of SAB 51, the resulting gain or loss can be recognized in the consolidated income statements or
reflected as a capital transaction in consolidated shareholders equity at the option of Metavante, and the accounting treatment selected is to be followed consistently for all future gains or losses. Metavante elected to recognize the initial
gain in the Condensed Consolidated Statement of Income. All future SAB 51 gains or losses will be recognized in the Consolidated Statement of Income. As a result of Firstsources equity transactions, Metavante recognized a net loss of $172 and
$6 for the three months ended September 30, 2008 and 2007, respectively, and a net loss of $1,058 and a net gain of $7,039 for the nine months ended September 30, 2008 and 2007, respectively. The equity transactions diluted
Metavantes ownership percentage to approximately 20.0% as of September 30, 2008. Deferred income taxes have been provided on the gains and losses.

5. Goodwill and Other Intangibles

The changes in the carrying amount of goodwill by segment for the nine months ended
September 30, 2008 were as follows:



|                                          |  |                         |         |                       |   |         |       |  |   |           |  
|----------------------------------------- |  | ----------------------- | ------- | --------------------- | - | ------- | ----- |  | - | --------- | -
|                                          |  | FinancialSolutionsGroup |         | PaymentSolutionsGroup |   |         | Total | 
|Goodwill balance as of December 31, 2007  |  | $                       | 400,715 |                       | $ | 879,831 |       |  | $ | 1,280,546 |  
|Goodwill acquired during the period       |  |                         |        |                       |   | 49,552  |       |  |   | 49,552    |  
|Purchase accounting adjustments and other |  |                         | 87      |                       |   | (1,346  | )     |  |   | (1,259    | )
|                                          |  |                         |         |                       |   |         |       |  |   |           |  
|Goodwill balance as of September 30, 2008 |  | $                       | 400,802 |                       | $ | 928,037 |       |  | $ | 1,328,839 |  
|                                          |  |                         |         |                       |   |         |       |  |   |           |  

Purchase accounting adjustments are the adjustments to the initial goodwill recorded at the time
an acquisition is completed. Such adjustments generally consist of adjustments to the assigned fair value of the assets acquired and liabilities assumed resulting from the completion of valuations, adjustments to initial estimates recorded for
transaction costs or exit liabilities, if any, contingent consideration when paid or received from escrow arrangements at the end of a contractual contingency period, the reduction of goodwill allocated to sales transactions, and corresponding
foreign currency translation adjustments. For 2008, the adjustments to goodwill primarily represent foreign currency translation adjustments offset by contingent considerations related to various acquisitions.



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



SFAS 142 provides specific guidance for testing goodwill and indefinite lived intangible assets for
impairment. Goodwill is tested for impairment at least annually using a two-step process that begins with an estimation of fair value at the reporting unit level. Metavantes reporting units are businesses one level below the
operating segment level for which discrete financial information is prepared and regularly reviewed by management. The first step screens for potential impairment and the second measures the amount of the impairment.

As of September 30, 2008, Metavantes other intangible assets consisted of the following:



|                       |  |                    |         |                         |   |         |                  |  |   |        
|---------------------- |  | ------------------ | ------- | ----------------------- | - | ------- | ---------------- |  | - | -------
|September 30, 2008     |  | GrossCarryingValue |         | AccumulatedAmortization |   |         | NetCarryingValue
|Customer Relationships |  | $                  | 355,453 |                         | $ | (93,026 | )                |  | $ | 262,427
|Other                  |  |                    | 13,555  |                         |   | (5,046  | )                |  |   | 8,509  
|                       |  |                    |         |                         |   |         |                  |  |   |        
|Total                  |  | $                  | 369,008 |                         | $ | (98,072 | )                |  | $ | 270,936
|                       |  |                    |         |                         |   |         |                  |  |   |        
|                       |  |                    |        
|December 31, 2007      |  | GrossCarryingValue |         | AccumulatedAmortization |   |         | NetCarryingValue
|Customer Relationships |  | $                  | 341,527 |                         | $ | (71,314 | )                |  | $ | 270,213
|Other                  |  |                    | 13,555  |                         |   | (4,173  | )                |  |   | 9,382  
|                       |  |                    |         |                         |   |         |                  |  |   |        
|Total                  |  | $                  | 355,082 |                         | $ | (75,487 | )                |  | $ | 279,595
|                       |  |                    |         |                         |   |         |                  |  |   |        

Amortization expense of other intangible assets amounted to $7,477 and $7,084 for the three months
ended September 30, 2008 and 2007, respectively. Amortization expense of other intangible assets amounted to $22,346 and $20,960 for the nine months ended September 30, 2008 and 2007, respectively.

The estimated amortization expense of other intangible assets for the next five years is:



|                  |  |   |       
|----------------- |  | - | ------
|Remainder of 2008 |  | $ | 9,667 
|2009              |  |   | 28,937
|2010              |  |   | 28,757
|2011              |  |   | 28,262
|2012              |  |   | 27,165

6. Debt and Capital Lease Obligations

Debt and capital lease obligations at September 30, 2008 and December 31, 2007, consist of the following:



|                                                   |  |                   |           |   |                  |   |           |  
|-------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                   |  | September 30,2008 |           |   | December 31,2007 |  
|Term loan                                          |  | $                 | 1,741,250 |   |                  | $ | 1,750,000 |  
|Capital lease obligations                          |  |                   | 20        |   |                  |   | 47        |  
|                                                   |  |                   |           |   |                  |   |           |  
|Total debt and capital lease obligations           |  |                   | 1,741,270 |   |                  |   | 1,750,047 |  
|Less current maturities                            |  |                   | (17,500   | ) |                  |   | (13,164   | )
|                                                   |  |                   |           |   |                  |   |           |  
|Total long-term debt and capital lease obligations |  | $                 | 1,723,770 |   |                  | $ | 1,736,883 |  
|                                                   |  |                   |           |   |                  |   |           |  

The term loan carries interest at three-month LIBOR plus a margin of 1.75%. As of
September 30, 2008 and December 31, 2007 the interest rate on the term loan was 4.55% and 6.66%, respectively.



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METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



7. Interest Rate Swaps

On November 26, 2007, Metavante entered into two amortizing interest rate swap agreements with a maturity date of February 1, 2012. The swaps have a notional value of $1,200,000 through February 2010;
$800,000 through February 2011; and $400,000 through February 2012. The interest rate swaps relate to $1,200,000 of the $1,750,000 term loan. These interest rate swaps will pay Metavante variable interest at the three-month LIBOR rate, and Metavante
will pay the counterparties a fixed rate of 3.87%. Metavantes term loan facility carries interest at three-month LIBOR, plus a margin of 1.75%. Therefore, these swaps effectively fix Metavantes rate on the $1,200,000 of the term loan
facility at 5.62%. Metavante designated these interest rate swaps as cash flow hedges in accordance with SFAS 133.

One of the
November 26, 2007 interest rate swaps with an initial aggregate notional value of $600,000 was entered into with Lehman Brothers Special Financing, Inc., which filed for protection under Chapter 11 of the United States Bankruptcy Code, as
amended, (Chapter 11 Bankruptcy) in October 2008. The interest rate swap with Lehman Brothers Special Financing, Inc. is no longer designated as a cash flow hedge. The impact from this change was not material to Metavantes
financial statements.

On January 30, 2008, Metavante entered into an interest rate swap with a notional value of $200,000, an
effective date of February 1, 2008 and a maturity date of February 1, 2012. The interest rate swap relates to $200,000 of the $1,750,000 term loan. The interest rate swap will pay Metavante variable interest at the three-month LIBOR rate,
and Metavante will pay the counterparties a fixed rate of 3.44%. Metavantes term loan facility carries interest at three-month LIBOR, plus a margin of 1.75%. Therefore, this swap effectively fixes Metavantes rate on an additional
$200,000 of the term loan facility at 5.19%. Metavante designated this swap as a cash flow hedge in accordance with SFAS 133.

The fair
value of the interest rate swap agreements at September 30, 2008 was recorded as a liability of approximately $9,060, with the offset to accumulated other comprehensive income, net of tax. Fair values for the swap agreements are based on
third-party information and reasonable estimates about relevant future market conditions. The ineffectiveness related to the cash flow hedges for the nine months ended September 30, 2008 was not material to Metavantes financial
statements.

See Note 16 for additional discussion on interest rate swaps.

8. Comprehensive Income

Comprehensive income is comprised of net income, fair market value
adjustments on cash flow hedges, foreign currency translation and changes in unrecognized postretirement gain, and consists of the following:



|                                                                           |  |                                 |         |                                |      |   |        |  |   |         |   |  |   |        
|-------------------------------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | ---- | - | ------ |  | - | ------- | - |  | - | -------
|                                                                           |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                                                                           |  | 2008                            |         |                                | 2007 |   | 2008   |  |   | 2007   
|Net income                                                                 |  | $                               | 35,106  |                                |      | $ | 50,161 |  | $ | 106,978 |   |  | $ | 142,297
|Other comprehensive items:                                                 |  |                                 |         |                                |      |   |        |  |   |         |   |  |   |        
|Fair market value adjustments on cash flow hedges, net of tax (See Note 7) |  |                                 | (4,019  | )                              |      |   |       |  |   | (3,846  | ) |  |   |       
|Foreign currency translation                                               |  |                                 | (10,158 | )                              |      |   |       |  |   | (4,710  | ) |  |   |       
|Change in unrecognized postretirement gain, net of tax                     |  |                                 | (49     | )                              |      |   |       |  |   | (145    | ) |  |   |       
|                                                                           |  |                                 |         |                                |      |   |        |  |   |         |   |  |   |        
|Other comprehensive income                                                 |  |                                 | (14,226 | )                              |      |   |       |  |   | (8,701  | ) |  |   |       
|                                                                           |  |                                 |         |                                |      |   |        |  |   |         |   |  |   |        
|Comprehensive income                                                       |  | $                               | 20,880  |                                |      | $ | 50,161 |  | $ | 98,277  |   |  | $ | 142,297
|                                                                           |  |                                 |         |                                |      |   |        |  |   |         |   |  |   |        



8



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2008:



|                                                |  |                                      |        |                                      |         |                 |   |                      |  |                            |         |                 |         |  |   |     
|----------------------------------------------- |  | ------------------------------------ | ------ | ------------------------------------ | ------- | --------------- | - | -------------------- |  | -------------------------- | ------- | --------------- | ------- |  | - | ----
|                                                |  | Three Months Ended September 30,2008 |        | Nine Months Ended September 30, 2008
|                                                |  | NetIncome(Numerator)                 |        | AverageShares(Denominator)           |         | Per ShareAmount |   | NetIncome(Numerator) |  | AverageShares(Denominator) |         | Per ShareAmount
|Basic earnings per share:                       |  |                                      |        |                                      |         |                 |   |                      |  |                            |         |                 |         |  |   |     
|Income available to common shareholders         |  | $                                    | 35,106 |                                      | 119,161 |                 | $ | 0.29                 |  | $                          | 106,978 |                 | 119,079 |  | $ | 0.90
|                                                |  |                                      |        |                                      |         |                 |   |                      |  |                            |         |                 |         |  |   |     
|Effect of dilutive securities:                  |  |                                      |        |                                      |         |                 |   |                      |  |                            |         |                 |         |  |   |     
|Stock options, restricted stock and other plans |  |                                      |        |                                      | 847     |                 |   |                      |  |                            |         |                 | 807     |  |   |     
|Stock purchase right                            |  |                                      |        |                                      | 191     |                 |   |                      |  |                            |         |                 | 192     |  |   |     
|                                                |  |                                      |        |                                      |         |                 |   |                      |  |                            |         |                 |         |  |   |     
|Dilutive earnings per share:                    |  |                                      |        |                                      |         |                 |   |                      |  |                            |         |                 |         |  |   |     
|Income available to common shareholders         |  | $                                    | 35,106 |                                      | 120,199 |                 | $ | 0.29                 |  | $                          | 106,978 |                 | 120,078 |  | $ | 0.89
|                                                |  |                                      |        |                                      |         |                 |   |                      |  |                            |         |                 |         |  |   |     

Earnings per share was not calculated for the three and nine months ended September 30, 2007,
because Metavante Corporation was a wholly-owned subsidiary of M&I until November 1, 2007.

Metavante and WPM, L.P., a Delaware
limited partnership (WPM) affiliated with Warburg Pincus LLC (collectively Warburg Pincus) entered into a Stock Purchase Right Agreement dated November 1, 2007. Under the Stock Purchase Right Agreement, Warburg Pincus
has the right to purchase shares of Metavante common stock in order to maintain its ownership interest in common shares of Metavante. The Stock Purchase Right Agreement relates to employee stock options that were outstanding immediately following
the separation from M&I on November 1, 2007. The stock purchase right may be exercised quarterly for one-third of the number of employee stock options existing immediately following the separation from M&I that were exercised during the
preceding quarter. Warburg Pincuss stock purchase right is based on the exercise price of the options exercised. On August 21, 2008, Metavante and WPM entered into an Amended and Restated Stock Purchase Right Agreement, which allows for
net settlement of the quarterly purchase by WPM. During the three months ended September 30, 2008, Warburg Pincus received 4 shares of Metavante common stock under the Amended and Restated Stock Purchase Right Agreement. During the nine months
ended September 30, 2008, Warburg Pincus acquired 44 shares of Metavante common stock for an aggregate cash purchase price of $655 under the Stock Purchase Right Agreement and the Amended and Restated Stock Purchase Agreement.

The dilutive earnings per share calculation excludes stock options that are convertible into 7.6 million and 7.7 million common shares for the
three and nine months ended September 30, 2008, respectively, because their inclusion would have been anti-dilutive.

10. Share-Based Payments

Metavante accounts for stock-based compensation using the fair value recognition provisions of SFAS No. 123(R), Share-Based
Payment. Stock-based compensation expense is calculated based on the fair value of



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



the award at the time of grant and recognized on a straight-line basis over the service period, which is usually the vesting period. Stock-based compensation
expense was $3,501 and $1,587 for the three months ended September 30, 2008 and 2007, respectively. Stock-based compensation expense was $11,011 and $4,606 for the nine months ended September 30, 2008 and 2007, respectively.

11. Employee Retirement Health Plan

Metavante
sponsors a defined benefit health plan that provides health care benefits to eligible current and retired employees. Prior to the establishment of the Metavante defined benefit health plan on November 1, 2007, Metavante employees participated
in the M&I defined benefit health plan. Eligibility for retiree benefits is dependent upon age, years of service, and participation in the health plan during active service. Employees hired, including employees retained from mergers, after
September 1, 1997, will be granted access to the plan upon retirement; however, such retirees must pay 100% of the cost of health care benefits. The plan continues to contain other cost-sharing features such as deductibles and coinsurance.
Metavante intends to meet the benefit obligations of the defined benefit health plan through operating cash and does not intend to make contributions to the plan or intend for the plan to hold any assets.

The following table provides detail on Metavantes net periodic benefit costs for the three and nine months ended September 30, 2008 and 2007:



|                                                                        |  |                                 |      |   |      |   |      |  
|----------------------------------------------------------------------- |  | ------------------------------- | ---- | - | ---- | - | ---- | -
|                                                                        |  | Three Months EndedSeptember 30, |     
|                                                                        |  | 2008                            |      |   | 2007 |  
|Service cost                                                            |  | $                               | 147  |   |      | $ | 189  |  
|Interest cost on accumulated postretirement benefit obligation (APBO) |  |                                 | 130  |   |      |   | 246  |  
|Expected return on plan assets                                          |  |                                 |     |   |      |   | (103 | )
|Prior service amortization                                              |  |                                 | (77  | ) |      |   | (156 | )
|Actuarial loss amortization                                             |  |                                 |     |   |      |   | 5    |  
|                                                                        |  |                                 |      |   |      |   |      |  
|Net periodic postretirement benefit cost                                |  | $                               | 200  |   |      | $ | 181  |  
|                                                                        |  |                                 |      |   |      |   |      |  
|                                                                        | 
|                                                                        |  | Nine Months EndedSeptember 30,  |     
|                                                                        |  | 2008                            |      |   | 2007 |  
|Service cost                                                            |  | $                               | 440  |   |      | $ | 567  |  
|Interest cost on APBO                                                   |  |                                 | 391  |   |      |   | 737  |  
|Expected return on plan assets                                          |  |                                 |     |   |      |   | (308 | )
|Prior service amortization                                              |  |                                 | (231 | ) |      |   | (469 | )
|Actuarial loss amortization                                             |  |                                 |     |   |      |   | 15   |  
|                                                                        |  |                                 |      |   |      |   |      |  
|Net periodic postretirement benefit cost                                |  | $                               | 600  |   |      | $ | 542  |  
|                                                                        |  |                                 |      |   |      |   |      |  

Benefit payments and expenses, net of participant contributions, for the three and nine months
ended September 30, 2008, amounted to $0.



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



The funded status, which is the accumulated postretirement benefit obligations as of
September 30, 2008, was as follows:



|                                        |  |   |        |  
|--------------------------------------- |  | - | ------ | -
|Total funded status, December 31, 2007  |  | $ | (8,047 | )
|Service cost                            |  |   | (440   | )
|Interest cost on APBO                   |  |   | (391   | )
|                                        |  |   |        |  
|Total funded status, September 30, 2008 |  | $ | (8,878 | )
|                                        |  |   |        |  

12. Warrants

Metavante signed a warrant agreement on June 29, 2007, which granted Metavante warrants to purchase 2.5 million shares of Temenos Group AG, a publicly-traded software company. The vested warrants are
considered derivatives in accordance with SFAS 133. The fair value of the vested warrants are recorded at the end of each reporting period with changes in fair value recorded in earnings. The fair value of the vested warrants is recorded in other
assets and as of September 30, 2008 was $2,710. For the three and nine months ended September 30, 2008, the change in fair value recorded in earnings was an unrealized loss of $4,810 and $2,490, respectively, and was recorded within
selling, general and administrative expenses in the Condensed Consolidated Statements of Income. For the three and nine months ended September 30, 2007, the change in fair value recorded in earnings was an unrealized loss of $810.

13. Fair Value Measurements

Metavante adopted
SFAS 157 as of January 1, 2008, which among other matters, requires enhanced disclosures regarding fair value measurements. SFAS 157 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price
observability used in measuring fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to that measurement. Measurements with readily available, active, quoted
prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lower degree of judgment used in measuring fair value.

In accordance with FASB Staff Position 157-2, Effective Date of FASB No. 157, Metavante has partially adopted the provisions of SFAS
157. Metavante has not adopted the provisions of SFAS 157 for assets or liabilities that are nonrecurring.

Fair value measurements are
classified and disclosed in one of the following categories:

Level I  Quoted prices are available in active markets for identical
assets or liabilities as of the reporting date.

Level II  Pricing inputs are other-than quoted prices in active markets, which are
either directly or indirectly observable as of the reporting date. Fair value is determined through the use of models or other valuation methodologies.

Level III  Pricing inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair
value require significant management judgment or estimation.



11



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



In certain cases, the inputs used to measure fair value may fall into different levels of the fair
value hierarchy. In such cases, an investments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Metavantes assessment of the significance of a particular input
to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

Metavante uses
observable forward interest rates as inputs to a valuation model to value interest rate swaps. Metavante uses the Black-Scholes model to value warrants.

The following table summarizes the valuation of Metavantes assets and liabilities according to the above SFAS 157 fair value hierarchy as of September 30, 2008:



|                    |  |       |       |         |   |          |  |           |       |  |   |      
|------------------- |  | ----- | ----- | ------- | - | -------- |  | --------- | ----- |  | - | -----
|                    |  | Total |       | Level I |   | Level II |  | Level III
|Interest rate swaps |  | $     | 9,060 |         | $ |         |  | $         | 9,060 |  | $ |     
|Warrants            |  |       | 2,710 |         |   |         |  |           |      |  |   | 2,710

The changes in assets and liabilities measured at fair value for which Metavante has used Level
III inputs to determine fair value are as follows:



|                                          |  |   |      
|----------------------------------------- |  | - | -----
|Balance, December 31, 2007                |  | $ | 5,200
|Total loss recorded in operating expenses |  |   | 2,490
|                                          |  |   |      
|Balance, September 30, 2008               |  | $ | 2,710
|                                          |  |   |      

On January 1, 2008, Metavante adopted the provisions of SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items
generally on an instrument-by-instrument basis at fair value that are not currently required to be measured at fair value. Metavante did not record any financial assets or liabilities at fair value on January 1, 2008.



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



14. Segments

Metavante determines its operating segments based on the information utilized by the chief operating decision maker, Metavantes Chief Executive Officer, to allocate resources and assess performance. Based on
this information, Metavante has determined that it operates in two operating segmentsthe Financial Solutions Group (FSG) and the Payment Solutions Group (PSG). FSG offers a comprehensive suite of technology and business
services that are critical to a financial institutions ability to attract, expand and service existing and prospective customers. PSG offers a comprehensive suite of payment products and services, including credit, debit and prepaid debit card
management and a national payments network in NYCE, as well as specialized solutions to facilitate government and healthcare payments. These reportable segments are strategic business units through which Metavante offers different products and
services. Metavante evaluates the performance of segments based on their respective revenues and segment operating income, which excludes certain corporate costs, net interest expense and income taxes.



|                                      |  |     |         |     |   |         |  |   |         |  
|------------------------------------- |  | --- | ------- | --- | - | ------- |  | - | ------- | -
|                                      |  | FSG |         | PSG |   | Total   | 
|Three months ended September 30, 2008 |  |     |         |     |   |         |  |   |         |  
|Revenue                               |  | $   | 167,545 |     | $ | 256,929 |  | $ | 424,474 |  
|Expenses                              |  |     | 126,387 |     |   | 174,821 |  |   | 301,208 |  
|                                      |  |     |         |     |   |         |  |   |         |  
|Segment operating income              |  | $   | 41,158  |     | $ | 82,108  |  |   | 123,266 |  
|                                      |  |     |         |     |   |         |  |   |         |  
|Net corporate/other expenses (1)      |  |     |         |     |   |         |  |   | (66,582 | )
|                                      |  |     |         |     |   |         |  |   |         |  
|Income before income taxes            |  |     |         |     |   |         |  | $ | 56,684  |  
|                                      |  |     |         |     |   |         |  |   |         |  
|                                      |  |     |        
|Three months ended September 30, 2007 |  |     |         |     |   |         |  |   |         |  
|Revenue                               |  | $   | 166,474 |     | $ | 240,439 |  | $ | 406,913 |  
|Expenses                              |  |     | 129,802 |     |   | 166,412 |  |   | 296,214 |  
|                                      |  |     |         |     |   |         |  |   |         |  
|Segment operating income              |  | $   | 36,672  |     | $ | 74,027  |  |   | 110,699 |  
|                                      |  |     |         |     |   |         |  |   |         |  
|Net corporate/other expenses (1)      |  |     |         |     |   |         |  |   | (30,742 | )
|                                      |  |     |         |     |   |         |  |   |         |  
|Income before income taxes            |  |     |         |     |   |         |  | $ | 79,957  |  
|                                      |  |     |         |     |   |         |  |   |         |  



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METAVANTE TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements  continued (Unaudited)

(In thousands, except per share amounts)



|                                     |  |     |         |     |   |         |  |   |           |  
|------------------------------------ |  | --- | ------- | --- | - | ------- |  | - | --------- | -
|                                     |  | FSG |         | PSG |   | Total   | 
|Nine months ended September 30, 2008 |  |     |         |     |   |         |  |   |           |  
|Revenue                              |  | $   | 495,752 |     | $ | 778,114 |  | $ | 1,273,866 |  
|Expenses                             |  |     | 379,852 |     |   | 533,575 |  |   | 913,427   |  
|                                     |  |     |         |     |   |         |  |   |           |  
|Segment operating income             |  | $   | 115,900 |     | $ | 244,539 |  |   | 360,439   |  
|                                     |  |     |         |     |   |         |  |   |           |  
|Net corporate/other expenses (1)     |  |     |         |     |   |         |  |   | (187,570  | )
|                                     |  |     |         |     |   |         |  |   |           |  
|Income before income taxes           |  |     |         |     |   |         |  | $ | 172,869   |  
|                                     |  |     |         |     |   |         |  |   |           |  
|                                     |  |     |        
|Nine months ended September 30, 2007 |  |     |         |     |   |         |  |   |           |  
|Revenue                              |  | $   | 473,791 |     | $ | 716,098 |  | $ | 1,189,889 |  
|Expenses                             |  |     | 357,902 |     |   | 510,534 |  |   | 868,436   |  
|                                     |  |     |         |     |   |         |  |   |           |  
|Segment operating income             |  | $   | 115,889 |     | $ | 205,564 |  |   | 321,453   |  
|                                     |  |     |         |     |   |         |  |   |           |  
|Net corporate/other expenses (1)     |  |     |         |     |   |         |  |   | (98,490   | )
|                                     |  |     |         |     |   |         |  |   |           |  
|Income before income taxes           |  |     |         |     |   |         |  | $ | 222,963   |  
|                                     |  |     |         |     |   |         |  |   |           |  



|(1) | Net corporate/other expenses include human resources, legal, finance and accounting, acquisition intangible amortization, transaction-related costs, interest and various other
unallocated charges. These costs are not allocated to the segments when Metavante management evaluates segment performance.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15.
Commitments and Contingencies

During its normal course of business, Metavante may be involved in litigation. Metavante recorded a
reserve in the amount of $8,894 and $8,585 as of September 30, 2008 and December 31, 2007, respectively, for the estimated exposure and legal fees related to a contractual dispute with a customer. No significant change in this litigation
or the estimated exposure has occurred since December 31, 2007.

16. Subsequent Event

On October 30, 2008, Metavante entered into interest rate swaps with a total notional value of $900,000, an effective date of November 1, 2008
and a maturity date of February 1, 2010. The interest rate swaps relate to $900,000 of the $1,750,000 term loan. The interest rate swaps will pay Metavante variable interest at the three-month LIBOR rate, and Metavante will pay the
counterparties a fixed rate of 2.60%. Metavantes term loan facility carries interest at three-month LIBOR, plus a margin of 1.75%. Therefore, this swap effectively fixes Metavantes rate on an additional $900,000 of the term loan facility
at 4.35%. Metavante designated these swaps as cash flow hedges in accordance with SFAS 133.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

General

In this quarterly report, references to Metavante, the Company,
our company, we, our, ours, and us refer to Metavante Technologies, Inc. (which is sometimes referred to individually as Metavante Technologies), and its consolidated
subsidiaries for periods after the separation from Marshall & Ilsley Corporation (M&I), and to Metavante Corporation (which is sometimes referred to individually as Metavante Corporation) and its consolidated
subsidiaries for periods prior to the separation from M&I unless otherwise indicated or context otherwise requires.

This quarterly
report contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those that express a plan, belief,
expectation, estimation, anticipation, intent, contingency, future development or similar expression, and can generally be identified as forward-looking because they include words such as believes, anticipates,
expects, could, should, or words of similar importance. Statements that describe our objectives or goals are also forward-looking statements. The forward-looking statements included in this report involve
significant risks and uncertainties, and a number of factors, both foreseen and unforeseen, that could cause actual results to differ materially from our current expectations. The factors that may affect our results include, among others, our debt
level, restrictions and limitations in our credit facilities, our competitive industry, changes in customer demand for our products or services, disruptions and instability in the credit and financial markets, economic recession, general changes in
economic conditions, risks of damage to our data centers or associated infrastructure, additional costs and requirements associated with our public company status, foreign currency fluctuations, intellectual property risks, effect of regulation on
our business, network and operational risk, loss of significant customers and customer consolidation risks, risks associated with future acquisitions, and other factors discussed in Metavantes Annual Report on Form 10-K under the heading
Risk Factors, and other filings with the Securities and Exchange Commission. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements. Readers are
cautioned not to place undue reliance upon forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date hereof.

The following section discusses managements view of the financial condition and results of operations of Metavante Technologies and
its consolidated subsidiaries as of and for three and nine months ended September 30, 2008. The financial condition and results of operations as of and for the three and nine months ended September 30, 2007 are of Metavante Corporation and
its consolidated subsidiaries. Metavante Corporation was a wholly-owned subsidiary of M&I for the three and nine months ended September 30, 2007. See Note 2, in the Notes to Consolidated Financial Statements in Item 8 of
Metavantes Annual Report on Form 10-K for the year ended December 31, 2007 for additional information regarding Metavantes separation from M&I.

Overview

Metavante is a leading banking and
payments technologies provider. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic
presentment and payment, business transformation services and payment network solutions including the NYCE® Network, an ATM/PIN debit network. Metavantes results of operations are
classified into two business segments: the Financial Solutions Group (FSG) and the Payment Solutions Group (PSG).

Metavante began operations in 1964, providing community and regional banks with dependable, outsourced account processing services with a high level of client service. Metavante provides these innovative, high-quality products and services
to the financial services, commercial and health care insurance industries. Metavantes



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##### Table of Contents

overall strategy is to drive revenue and earnings growth by: (1) expanding core banking relationships; (2) expanding services provided to the large
bank segment through dedicated relationship management teams focused on the top-50 United States financial institutions, the development of our next-generation global banking platform and strong point solution product offerings; (3) focusing on
emerging payment markets including expanded offerings within government and healthcare payments, and through the development of innovative payment offerings such as mobile financial services; (4) expanding globally by leveraging existing
offerings for international markets and international acquisitions; and (5) identifying and developing business process outsourcing opportunities.

Metavantes revenue increased 4% for the three months ended September 30, 2008, compared with the three months ended September 30, 2007. Metavantes net income for the three months ended
September 30, 2008 was $35.1 million, compared to net income for the three months ended September 30, 2007 of $50.2 million. Metavantes highly recurring and diverse revenue base and its scaleable cost structure enabled Metavante to
deliver these financial results despite the current difficult market environment in which financial institutions have reduced spending on discretionary capital projects, consumers have altered their spending behavior, and financial institutions have
increased their level of acquisition activity.

Recent Developments

During January 2008, Metavante closed two acquisitions, each of which will operate within the PSG.
Metavante acquired Nomad Payments Limited, which now operates as Metavante Technologies Limited. Metavante Technologies Limited, headquartered in London, United Kingdom, is a leading provider of prepaid and debit card processing and licensed
software. Metavante also acquired BenSoft Incorporated (BenSoft) located in San Diego, CA. BenSofts RepayMe® product is healthcare software that provides third-party
administrators, health plans and self-administrating employers with an on-line reimbursement solution for flexible spending accounts, health reimbursement accounts and health savings accounts.

Results of Operations

The following table shows the
results of operations of Metavante for the three and nine months ended September 30, 2008 and 2007 (in millions):



|                                       |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  
|-------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ------- | - |  | - | ------- | -
|                                       |  | Three Months EndedSeptember 30, |       |   | Nine Months EndedSeptember 30, |  
|Selected Financial Information         |  | 2008                            |       |   | 2007                           |   |       | 2008 |  |   | 2007    |  
|Revenue                                |  | $                               | 424.5 |   |                                | $ | 406.9 |      |  | $ | 1,273.9 |   |  | $ | 1,189.9 |  
|Expenses:                              |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  
|Cost of processing and services        |  |                                 | 274.8 |   |                                |   | 270.3 |      |  |   | 834.9   |   |  |   | 788.3   |  
|Selling, general and administrative    |  |                                 | 66.9  |   |                                |   | 49.1  |      |  |   | 186.5   |   |  |   | 163.2   |  
|Transaction costs                      |  |                                 |      |   |                                |   | 1.4   |      |  |   |        |   |  |   | 2.3     |  
|                                       |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  
|Total expenses                         |  |                                 | 341.7 |   |                                |   | 320.8 |      |  |   | 1,021.4 |   |  |   | 953.8   |  
|                                       |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  
|Income from operations                 |  |                                 | 82.8  |   |                                |   | 86.1  |      |  |   | 252.5   |   |  |   | 236.1   |  
|Other non-operating income (expense):  |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  
|Interest expense, net                  |  |                                 | (25.2 | ) |                                |   | (5.6  | )    |  |   | (78.0   | ) |  |   | (19.7   | )
|Net (loss) gain related to Firstsource |  |                                 | (0.2  | ) |                                |   | (0.0  | )    |  |   | (1.1    | ) |  |   | 7.0     |  
|Other                                  |  |                                 | (0.7  | ) |                                |   | (0.5  | )    |  |   | (0.5    | ) |  |   | (0.5    | )
|                                       |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  
|Income before income taxes             |  |                                 | 56.7  |   |                                |   | 80.0  |      |  |   | 172.9   |   |  |   | 222.9   |  
|Provision for income taxes             |  |                                 | 21.6  |   |                                |   | 29.8  |      |  |   | 65.9    |   |  |   | 80.7    |  
|                                       |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  
|Net income                             |  | $                               | 35.1  |   |                                | $ | 50.2  |      |  | $ | 107.0   |   |  | $ | 142.2   |  
|                                       |  |                                 |       |   |                                |   |       |      |  |   |         |   |  |   |         |  



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Key Operating Metrics

Metavantes management believes the results of operations expressed as a percentage of revenue provide insight into trends of the business. The following table shows the results of operations of Metavante for the
three and nine months ended September 30, 2008 and 2007, expressed as a percentage of revenue for the respective periods:



|                                              |  |                                 |    |  |                                |    |  |      |    |  |      |   
|--------------------------------------------- |  | ------------------------------- | -- |  | ------------------------------ | -- |  | ---- | -- |  | ---- | --
|                                              |  | Three Months EndedSeptember 30, |    |  | Nine Months EndedSeptember 30, |   
|Selected Financial Information (% of Revenue) |  | 2008                            |    |  | 2007                           |    |  | 2008 |    |  | 2007 |   
|Revenue                                       |  | 100                             | %  |  | 100                            | %  |  | 100  | %  |  | 100  | % 
|Expenses:                                     |  |                                 |    |  |                                |    |  |      |    |  |      |   
|Cost of processing and services               |  | 64.7                            | %  |  | 66.4                           | %  |  | 65.5 | %  |  | 66.3 | % 
|Selling, general and administrative           |  | 15.8                            | %  |  | 12.1                           | %  |  | 14.6 | %  |  | 13.7 | % 
|Transaction costs                             |  | 0.0                             | %  |  | 0.4                            | %  |  | 0.0  | %  |  | 0.2  | % 
|                                              |  |                                 |    |  |                                |    |  |      |    |  |      |   
|Total expenses                                |  | 80.5                            | %  |  | 78.9                           | %  |  | 80.1 | %  |  | 80.2 | % 
|                                              |  |                                 |    |  |                                |    |  |      |    |  |      |   
|Income from operations                        |  | 19.5                            | %  |  | 21.1                           | %  |  | 19.9 | %  |  | 19.8 | % 
|Other non-operating income (expense):         |  |                                 |    |  |                                |    |  |      |    |  |      |   
|Interest expense, net                         |  | (5.9                            | )% |  | (1.4                           | )% |  | (6.1 | )% |  | (1.6 | )%
|Net (loss) gain related to Firstsource        |  | (0.1                            | )% |  | 0.0                            | %  |  | (0.1 | )% |  | 0.6  | % 
|Other                                         |  | (0.1                            | )% |  | (0.1                           | )% |  | (0.1 | )% |  | 0.0  | % 
|                                              |  |                                 |    |  |                                |    |  |      |    |  |      |   
|Income before income taxes                    |  | 13.4                            | %  |  | 19.6                           | %  |  | 13.6 | %  |  | 18.8 | % 
|Provision for income taxes                    |  | 5.1                             | %  |  | 7.3                            | %  |  | 5.2  | %  |  | 6.8  | % 
|                                              |  |                                 |    |  |                                |    |  |      |    |  |      |   
|Net income                                    |  | 8.3                             | %  |  | 12.3                           | %  |  | 8.4  | %  |  | 12.0 | % 
|                                              |  |                                 |    |  |                                |    |  |      |    |  |      |   

Non-GAAP Financial Measures

Within this report, Metavante uses EBITDA, which is a non-GAAP financial measure. Metavantes management believes this measure is useful for evaluating performance against peer companies within its industry, and
provides investors with additional transparency to financial measures used by management in its financial and operational decision making. Non-GAAP financial measures should not be considered a substitute for the reported results prepared in
accordance with GAAP. Metavantes definition used to calculate non-GAAP financial measures may differ from those used by other companies.

EBITDA is defined as net income before income taxes, interest expense net of interest income, depreciation and amortization. Metavante utilizes EBITDA in the evaluation and determination of the price of potential acquisition candidates, to
explain trends in operating performance and to provide useful information about its ability to incur and service indebtedness. EBITDA also was included in the financial covenant applicable to Metavantes credit facility. In addition to the
items noted above, EBITDA, as defined in the financial covenant in Metavantes credit facility, also excludes certain non-cash charges, such as impairment charges and stock-based compensation expense.

EBITDA has limitations as an analytical tool and should not be considered a substitute for, or more meaningful than, income from operations, net income,
cash flows from operating activities or other measures of financial performance prepared in accordance with GAAP. Some of these limitations are: (1) EBITDA does not reflect changes in, or cash requirements for, working capital needs;
(2) EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt; (3) EBITDA does not reflect income tax expense, or the cash requirement necessary to make
income tax payments; and (4) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital
expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of Metavantes performance. Metavante compensates for these limitations by relying primarily on GAAP results and using EBITDA only on a
supplemental basis.



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##### Table of Contents

The following table shows a reconciliation of net income to EBITDA for the three and nine months ended
September 30, 2008 and 2007 (in millions):



|                                    |  |                                 |       |                                |   |       |  |   |       |     |  |   |       |    
|----------------------------------- |  | ------------------------------- | ----- | ------------------------------ | - | ----- |  | - | ----- | --- |  | - | ----- | ---
|                                    |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30, |  
|                                    |  | 2008                            |       | 2007                           |   | 2008  |  |   | 2007  |    
|Net income                          |  | $                               | 35.1  |                                | $ | 50.1  |  | $ | 107.0 |     |  | $ | 142.2 |    
|Add: Net interest expense           |  |                                 | 25.2  |                                |   | 5.6   |  |   | 78.0  |     |  |   | 19.7  |    
|Provision for income taxes          |  |                                 | 21.6  |                                |   | 29.8  |  |   | 65.9  |     |  |   | 80.7  |    
|Depreciation and amortization       |  |                                 | 29.0  |                                |   | 33.7  |  |   | 88.9  |     |  |   | 94.6  |    
|Acquisition intangible amortization |  |                                 | 7.5   |                                |   | 7.1   |  |   | 22.3  |     |  |   | 20.9  |    
|                                    |  |                                 |       |                                |   |       |  |   |       |     |  |   |       |    
|EBITDA                              |  | $                               | 118.4 |                                | $ | 126.3 |  | $ | 362.1 | (1) |  | $ | 358.1 | (1)
|                                    |  |                                 |       |                                |   |       |  |   |       |     |  |   |       |    



|(1) | Includes $(1.1) million and $7.0 million of net (loss)/gain related to Firstsource for the nine months ended September 30, 2008 and 2007, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

Description of Revenues and Expenses

Revenue

Metavantes revenue consists primarily of the following:

Data ProcessingMetavante generates a majority of its account and transaction processing fees on services provided under multi-year contracts,
primarily with clients in the financial services industry. Various factors influence Metavantes processing revenue stream including the retention of existing clients, clients organic growth, sales to new clients, cross-sales to existing
clients, competition from other services providers and consolidation in the financial services industry (which can be either favorable or unfavorable depending on whether the client is an acquirer or is itself acquired). Certain divisions have
seasonal patterns in their data processing revenue.

Software LicensesMetavante licenses certain products to clients with
in-house capabilities and a preference to manage these products directly versus outsourcing to Metavante in a hosted environment. Various factors influence Metavantes software sales including product breadth and functionality, new product
introductions, competitive pressures and price. Metavantes software sales exhibit some seasonal patterns typical of the industry, such as relatively stronger quarter-end and year-end sales activity. In addition, software license sales can be
unpredictable in nature, thereby creating large changes between periods.

Software MaintenanceThe typical software license
contract also includes a multi-year maintenance agreement entitling the licensee to support and updates, and generating additional annual revenue at a percentage of the license fee.

Professional ServicesMetavante generates revenue from consulting, client support, training and the conversion of clients processing
systems to Metavantes processing system. Existing and new clients will contract for consulting or other services in conjunction with the Metavante account and transaction processing systems they use, or the Metavante licensed applications they
run. Various factors influence Metavantes professional services revenue including the size or complexity of the conversion or product implementation, competition by other consulting firms and price.

Other RevenueMetavante generates additional revenue from the production of plastic debit, credit, stored value, health insurance and transit
cards; hardware sales in conjunction with software license contracts; certain pass-through charges, such as postage; and client termination fees. Other revenue may vary from period to period.



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Expense

Metavantes expense consists primarily of the following:

Cost of Processing and
ServicesCost of processing and services expenses consist of the operational costs that support Metavantes revenue generating activities. These costs include computer hardware, software and telecommunications expenses, as well as
costs related to programming development and support, customer service, professional services and consulting, and other direct operating and management expenses associated with the delivery of services. It also includes the cost to purchase
merchandise from suppliers for card production, hardware resale and various pass-through expenses.

Selling, General and
AdministrativeSelling, general and administrative expenses consist of salaries, benefits and other costs related to sales and marketing personnel, administrative employees and management, the costs of advertising and promotion, insurance,
acquisition intangible amortization and other administrative costs.

Transaction CostsTransaction costs consist of expenses
associated with the separation from M&I.

Comparison of the Three Months Ended September 30, 2008 and 2007

Revenue

Revenue increased $17.6 million, or
4%, to $424.5 million for the three months ended September 30, 2008, as compared to $406.9 million for the three months ended September 30, 2007. The revenue growth was primarily driven by higher transaction volumes in the payment
businesses. Metavantes total revenue growth for the three months ended September 30, 2008, compared to the three months ended September 30, 2007, excluding acquisitions (i.e., organic revenue growth), was approximately 4%. To
determine the organic revenue growth rate, Metavante adjusts its prior year revenue for the acquisitions as if they had been consummated on January 1 of the prior year.

Cost of Processing and Services

Cost of processing and services increased $4.5 million, or
2%, to $274.8 million for the three months ended September 30, 2008, compared to $270.3 million for the three months ended September 30, 2007. Cost of processing and services, as a percentage of revenue, decreased to 64.7% for the three
months ended September 30, 2008, compared to 66.4% for the three months ended September 30, 2007. The decrease was due to operating leverage within both segments that was partially offset by an increase in investment in product development
within the FSG segment.

Selling, General and Administrative Expense

Selling, general and administrative expense increased $17.8 million, or 36%, to $66.9 million for the three months ended September 30, 2008, compared
to $49.1 million for the three months ended September 30, 2007. During 2008, selling, general and administrative expense increased due to the unrealized loss related to the warrants held by Metavante in a publicly-traded software company as
discussed in Note 12 of the Notes to the Condensed Consolidated Financial Statements and higher professional services expenses. During 2007, selling, general and administrative expense decreased due to the favorable timing of costs allocated between
Metavante and M&I. Selling, general and administrative expenses, as a percentage of revenue, increased to 15.8% for the three months ended September 30, 2008, compared to 12.1% for the three months ended September 30, 2007 due to the
reasons stated above.

Transaction Costs

Transaction costs for the three months ended September 30, 2007 were $1.4 million. The costs incurred related primarily to legal and other professional fees associated with the separation from M&I that took place during the fourth
quarter of 2007.



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Income from Operations

Income from operations decreased $3.3 million, or 4%, to $82.8 million for the three months ended September 30, 2008, compared to $86.1 million for the three months ended September 30, 2007. Income from
operations, as a percentage of revenue, was 19.5% for the three months ended September 30, 2008, compared to 21.1% for the three months ended September 30, 2007. The decrease in operating margin was due to the unrealized loss related to
the warrants held by Metavante in a publicly-traded software company as discussed in Note 12 of the Notes to the Condensed Consolidated Financial Statements and the favorable timing of costs allocated between Metavante and M&I in 2007, partially
offset by the benefits of cost actions taken in the Image Solutions division during late 2007 and operating leverage in both segments.

Interest
Expense, net

Interest expense, net of interest income, increased $19.6 million, to $25.2 million for the three months ended
September 30, 2008, compared to $5.6 million for the three months ended September 30, 2007. The increase was due to the higher level of borrowings at higher interest rates in connection with Metavantes separation from M&I
completed during the fourth quarter of 2007.

Net Loss Related to Firstsource

During the three months ended September 30, 2008, Metavante recorded $0.2 million in pre-tax losses related to Metavantes investment in
Firstsource Solutions Limited (Firstsource), compared to no pre-tax losses during the three months ended September 30, 2007. See Note 4 in the Notes to Condensed Consolidated Financial Statements for further information.

Other Non-Operating Income (Expense)

Other
non-operating expense was $0.7 million for the three months ended September 30, 2008, compared to $0.5 million for the three months ended September 30, 2007. These amounts related primarily to the portion of earnings attributable to the
minority shareholders of the Everlink Payment Services, Inc. and Monitise Americas, LLC entities and Metavantes share of earnings related to its investment in Firstsource. These amounts can vary between periods depending on the performance of
the respective businesses.

Provision for Income Taxes

The provision for income taxes was $21.6 million for the three months ended September 30, 2008, compared to $29.8 million for the three months ended September 30, 2007. The effective tax rate was 38.1% for
the three months ended September 30, 2008, compared to 37.3% for the three months ended September 30, 2007. The increase in the effective tax rate is primarily due to the expiration of the research and development tax credit for federal
tax purposes on December 31, 2007. In October 2008, the research and development tax credit was extended for federal tax purposes. Metavante will record the research and development tax credit in the fourth quarter of 2008.

Net Income

Net income for the three months
ended September 30, 2008 was $35.1 million compared to $50.2 million for the three months ended September 30, 2007 due to the reasons stated above.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA decreased $7.9 million, or 6%, to
$118.4 million for the three months ended September 30, 2008, compared to $126.3 million for the three months ended September 30, 2007. The EBITDA decrease was due to



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the unrealized loss related to the warrants held by Metavante in a publicly-traded software company as discussed in Note 12 of the Notes to the Condensed
Consolidated Financial Statements and the favorable timing of costs allocated between Metavante and M&I in 2007, partially offset by operating leverage in both segments.

Comparison of the Nine Months Ended September 30, 2008 and 2007

Revenue

Revenue increased $84.0 million, or 7%, to $1,273.9 million for the nine months ended September 30, 2008, as compared to $1,189.9 million for the
nine months ended September 30, 2007. The revenue growth was primarily driven by higher volumes in payment transactions and core processing activities, as well as higher professional services activity and software-related revenues. Revenues
associated with acquisitions completed during the first quarter of 2008 contributed approximately one percentage point of revenue growth for the nine months ended September 30, 2008, compared to the nine months ended September 30, 2007.
Metavantes total revenue growth for the nine months ended September 30, 2008, compared to the nine months ended September 30, 2007, excluding acquisitions (i.e., organic revenue growth), was approximately 6%. To determine the organic
revenue growth rate, Metavante adjusts its prior year revenue for the acquisitions as if they had been consummated on January 1 of the prior year.

Cost of Processing and Services

Cost of processing and services increased $46.6 million, or 6%, to $834.9 million
for the nine months ended September 30, 2008, compared to $788.3 million for the nine months ended September 30, 2007. Cost of processing and services, as a percentage of revenue, decreased to 65.5% for the nine months ended
September 30, 2008, compared to 66.3% for the nine months ended September 30, 2007. The decrease was due to operating leverage in both segments that was partially offset by an increase in investment in product development within the FSG
segment.

Selling, General and Administrative Expense

Selling, general and administrative expense increased $23.3 million, or 14%, to $186.5 million for the nine months ended September 30, 2008, compared to $163.2 million for the nine months ended September 30,
2007. Selling, general and administrative expenses, as a percentage of revenue, increased to 14.6% for the nine months ended September 30, 2008, compared to 13.7% for the nine months ended September 30, 2007. The increase as a percentage
of sales is due to the unrealized loss related to the warrants held by Metavante in a publicly-traded software company as discussed in Note 12 of the Notes to the Condensed Consolidated Financial Statements and the favorable timing of costs
allocated between Metavante and M&I in 2007, offset by the benefits of cost actions taken in the Image Solutions division during late 2007.

Transaction Costs

Transaction costs for the nine months ended September 30, 2007 were $2.3 million. The costs
incurred related primarily to legal and other professional fees associated with the separation from M&I that took place during the fourth quarter of 2007.

Income from Operations

Income from operations increased $16.4 million, or 7%, to $252.5 million for the nine months
ended September 30, 2008, compared to $236.1 million for the nine months ended September 30, 2007. Income from operations, as a percentage of revenue, was 19.9% for the nine months ended September 30, 2008, compared to 19.8% for the
nine months ended September 30, 2007. The operating margin was relatively unchanged due to reasons stated above.



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Interest Expense, net

Interest expense, net of interest income, increased $58.3 million, to $78.0 million for the nine months ended September 30, 2008, compared to $19.7 million for the nine months ended September 30, 2007. The
increase was due to the higher level of borrowings at higher interest rates in connection with Metavantes separation from M&I completed during the fourth quarter of 2007.

Net (Loss) Gain Related to Firstsource

During the nine months ended September 30, 2008,
Metavante recorded $1.1 million in pre-tax losses related to Metavantes investment in Firstsource, compared to $7.0 million in pre-tax gains during the nine months ended September 30, 2007. See Note 4 in the Notes to the Condensed
Consolidated Financial Statements for further information.

Other Non-Operating Income (Expense)

Other non-operating expense was $0.5 million for the nine months ended September 30, 2008 and September 30, 2007. These amounts related
primarily to the portion of earnings attributable to the minority shareholders of the Everlink Payment Services, Inc. and Monitise Americas, LLC entities and Metavantes share of earnings related to its investment in Firstsource.

Provision for Income Taxes

The provision for
income taxes was $65.9 million for the nine months ended September 30, 2008, compared to $80.7 million for the nine months ended September 30, 2007. The effective tax rate was 38.1% for the nine months ended September 30, 2008,
compared to 36.2% for the nine months ended September 30, 2007. The increase in the effective tax rate is primarily due to the expiration of the research and development tax credit for federal tax purposes on December 31, 2007.

Net Income

Net income for the nine months
ended September 30, 2008 was $107.0 million compared to $142.2 million for the nine months ended September 30, 2007 due to the reasons stated above.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA increased $4.0 million, or 1%, to
$362.1 million for the nine months ended September 30, 2008, compared to $358.1 million for the nine months ended September 30, 2007. The nine months ended September 30, 2008 includes a net loss on Firstsource of $1.1 million compared
to a net gain on Firstsource of $7.0 million for the nine months ended September 30, 2007. The EBITDA growth was attributable to the benefits of cost actions taken within the Image Solutions division and operating leverage in both segments that
was partially offset by an increase in investment in product development within the FSG segment, and the unrealized loss related to the warrants held by Metavante in a publicly-traded software company as discussed in Note 12 of the Notes to the
Condensed Consolidated Financial Statements.

Business Segments

Metavante provides a full array of technology products and services for the financial services industry. Metavantes results of operations are classified into two business segments: FSG and PSG. FSG and PSG are
strategic business units through which Metavante offers different products and services. A further description of each of its business segments along with the corporate services area follows:

FSGThe Financial Solutions Group includes the following solution sets: banking, commercial treasury, eBanking, risk and compliance, sales and
service and wealth management. FSG offers a comprehensive suite of technology and business services that are critical to a financial institutions ability to attract, expand and service existing and prospective customers.



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PSGThe Payment Solutions Group includes the following solution sets: acquiring, issuing, image,
payment network, ePayment and healthcare payment. PSG offers a comprehensive suite of payment products and services, including credit, debit and prepaid debit card management and a national payments network in NYCE, as well as specialized solutions
to facilitate government and healthcare payments.

CorporateNet corporate/other expenses include human resources, legal, finance and
accounting, acquisition intangible amortization, transaction-related costs and various other unallocated charges. These costs are not allocated to the segments when Metavante management evaluates segment performance.

Metavante evaluates the performance of its segments based on their respective revenues and segment operating income. The following table shows summarized
financial information for each of Metavantes two business segments for the three and nine months ended September 30, 2008 and 2007 (in millions):



|                                      |  |     |       |     |   |       |  |   |         |  
|------------------------------------- |  | --- | ----- | --- | - | ----- |  | - | ------- | -
|                                      |  | FSG |       | PSG |   | Total | 
|Three months ended September 30, 2008 |  |     |       |     |   |       |  |   |         |  
|Revenue                               |  | $   | 167.6 |     | $ | 256.9 |  | $ | 424.5   |  
|Expenses                              |  |     | 126.4 |     |   | 174.8 |  |   | 301.2   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Segment operating income              |  | $   | 41.2  |     | $ | 82.1  |  |   | 123.3   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Net corporate/other expenses          |  |     |       |     |   |       |  |   | (66.6   | )
|                                      |  |     |       |     |   |       |  |   |         |  
|Income before income taxes            |  |     |       |     |   |       |  | $ | 56.7    |  
|                                      |  |     |       |     |   |       |  |   |         |  
|                                      |  |     |      
|Three months ended September 30, 2007 |  |     |       |     |   |       |  |   |         |  
|Revenue                               |  | $   | 166.5 |     | $ | 240.4 |  | $ | 406.9   |  
|Expenses                              |  |     | 129.8 |     |   | 166.4 |  |   | 296.2   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Segment operating income              |  | $   | 36.7  |     | $ | 74.0  |  |   | 110.7   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Net corporate/other expenses          |  |     |       |     |   |       |  |   | (30.8   | )
|                                      |  |     |       |     |   |       |  |   |         |  
|Income before income taxes            |  |     |       |     |   |       |  | $ | 79.9    |  
|                                      |  |     |       |     |   |       |  |   |         |  
|                                      |  |     |      
|                                      |  | FSG |       | PSG |   | Total | 
|Nine months ended September 30, 2008  |  |     |       |     |   |       |  |   |         |  
|Revenue                               |  | $   | 495.8 |     | $ | 778.1 |  | $ | 1,273.9 |  
|Expenses                              |  |     | 379.9 |     |   | 533.6 |  |   | 913.5   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Segment operating income              |  | $   | 115.9 |     | $ | 244.5 |  |   | 360.4   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Net corporate/other expenses          |  |     |       |     |   |       |  |   | (187.5  | )
|                                      |  |     |       |     |   |       |  |   |         |  
|Income before income taxes            |  |     |       |     |   |       |  | $ | 172.9   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|                                      |  |     |      
|Nine months ended September 30, 2007  |  |     |       |     |   |       |  |   |         |  
|Revenue                               |  | $   | 473.8 |     | $ | 716.1 |  | $ | 1,189.9 |  
|Expenses                              |  |     | 357.9 |     |   | 510.5 |  |   | 868.4   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Segment operating income              |  | $   | 115.9 |     | $ | 205.6 |  |   | 321.5   |  
|                                      |  |     |       |     |   |       |  |   |         |  
|Net corporate/other expenses          |  |     |       |     |   |       |  |   | (98.6   | )
|                                      |  |     |       |     |   |       |  |   |         |  
|Income before income taxes            |  |     |       |     |   |       |  | $ | 222.9   |  
|                                      |  |     |       |     |   |       |  |   |         |  



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Comparison of the Three Months Ended September 30, 2008 and 2007

Revenue

Revenue for the FSG segment increased
$1.1 million, or 1%, to $167.6 million for the three months ended September 30, 2008, compared to $166.5 million for the three months ended September 30, 2007. Revenue growth was driven by higher core processing activity.

Revenue for the PSG segment increased $16.5 million, or 7%, to $256.9 million for the three months ended September 30, 2008, compared to $240.4
million for the three months ended September 30, 2007. Revenue growth was driven by higher payment transaction volumes. Additionally, acquisitions completed in the nine months ended September 30, 2008 contributed to the growth in revenue.

Segment Operating Income

Income from operations for the FSG segment increased $4.5 million, or 12%, to $41.2 million for the three months ended September 30, 2008, compared to $36.7 for the three months ended September 30, 2007. Segment operating margin
was 24.6% in 2008 compared to 22.0% in 2007. The increase in the operating margin was primarily due to revenue mix, which more than offset price compression and increased investments in product development.

Income from operations for the PSG segment increased $8.1 million, or 11%, to $82.1 million for the three months ended September 30, 2008, compared
to $74.0 million for the three months ended September 30, 2007. Segment operating margin was 32.0% in 2008 compared to 30.8% in 2007. The increase in the operating margin was driven by the benefits of cost actions taken in the Image Solutions
division during 2007 and operating leverage in other business units.

Net corporate/other expenses increased $35.8 million to $66.6 million
for the three months ended September 30, 2008, compared to $30.8 million for the three months ended September 30, 2007. The increase in net corporate/other expenses is primarily attributable to the increase in net interest expense related
to increased borrowings, the unrealized loss related to the warrants held by Metavante in a publicly-traded software company, and the favorable timing of costs allocated between Metavante and M&I in 2007.

Comparison of the Nine Months Ended September 30, 2008 and 2007

Revenue

Revenue for the FSG segment increased $22.0 million, or 5%, to $495.8 million for the nine months ended
September 30, 2008, compared to $473.8 million for the nine months ended September 30, 2007. Revenue growth was driven by higher core processing activity and professional services revenue.

Revenue for the PSG segment increased $62.0 million, or 9%, to $778.1 million for the nine months ended September 30, 2008, compared to $716.1
million for the nine months ended September 30, 2007. Revenue growth was driven by higher payment transaction volumes and software-related revenue. Additionally, acquisitions completed in the nine months ended September 30, 2008
contributed approximately one percentage point to the growth in revenue.

Segment Operating Income

Income from operations for the FSG segment was $115.9 million for the nine months ended September 30, 2008, compared to $115.9 for the nine months
ended September 30, 2007. Segment operating margin was 23.4% in 2008 compared to 24.5% in 2007. The decrease in operating margin was due to increased investments in product development, which offset the benefit of revenue mix and operating
leverage.



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Income from operations for the PSG segment increased $38.9 million, or 19%, to $244.5 million for the
nine months ended September 30, 2008, compared to $205.6 million for the nine months ended September 30, 2007. Segment operating margin was 31.4% in 2008 compared to 28.7% in 2007. The increase in the operating margin was driven by the
benefits of cost actions taken in the Image Solutions division during 2007 and operating leverage in other business units.

Net
corporate/other expenses increased $88.9 million to $187.5 million for the nine months ended September 30, 2008, compared to $98.6 million for the nine months ended September 30, 2007. The increase in net corporate/other expenses is
primarily attributable to the increase in net interest expense related to increased borrowings, the unrealized loss related to the warrants held by Metavante in a publicly-traded software company, and the decrease in the Staff Accounting Bulletin
No. 51, Accounting for Sales of Stock by a Subsidiary (SAB 51) gains or losses from the Firstsource investment.

Liquidity
and Capital Resources

Metavante broadly defines liquidity as its ability to generate sufficient cash flow from operating activities to
meet its obligations and commitments. In addition, liquidity includes the ability to obtain appropriate debt and equity financing.

The
following table shows Metavantes sources and uses of funds for the nine months ended September 30, 2008 and 2007 (in millions):



|                                                             |  |                                |       |   |      |   |       |  
|------------------------------------------------------------ |  | ------------------------------ | ----- | - | ---- | - | ----- | -
|                                                             |  | Nine months EndedSeptember 30, |      
|                                                             |  | 2008                           |       |   | 2007 |  
|Net cash from operating activities                           |  | $                              | 220.7 |   |      | $ | 285.6 |  
|Net cash from investing activities                           |  |                                | (95.5 | ) |      |   | (76.1 | )
|Net cash from financing activities                           |  |                                | (74.8 | ) |      |   | (63.4 | )
|Effect of exchange rate changes on cash and cash equivalents |  |                                | (1.0  | ) |      |   |      |  
|                                                             |  |                                |       |   |      |   |       |  
|Change in cash and cash equivalents                          |  | $                              | 49.4  |   |      | $ | 146.1 |  
|                                                             |  |                                |       |   |      |   |       |  

Net Cash from Operating Activities

Net cash from operating activities during the nine months ended September 30, 2008 decreased by $64.9 million to $220.7 million, compared to $285.6
million during the nine months ended September 30, 2007. The decrease was driven by an increase in interest payments of $40.2 million for the nine months ended September 30, 2008, compared to the nine months ended September 30, 2007,
and the timing of certain working capital items.

Net Cash from Investing Activities

Net cash from investing activities during the nine months ended September 30, 2008 decreased by $19.4 million to a cash outflow of $95.5 million,
compared to a cash outflow of $76.1 million during the nine months ended September 30, 2007. Net cash from investing activities was impacted by an increase in funds used for acquisitions of $21.6 million for the nine months ended
September 30, 2008, compared to the nine months ended September 30, 2007. In addition, the funds from processing certain types of transactions as described in Note 1 of the Notes to the Consolidated Financial Statements, in Item 8 of
Metavantes Annual Report on Form 10-K for the year ended December 31, 2007, decreased $4.2 million for the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007. This amount can vary
significantly from period to period.

Net Cash from Financing Activities

Net cash from financing activities for the nine months ended September 30, 2008 decreased $11.4 million to a cash outflow of $74.8 million, compared
to a cash outflow of $63.4 million for the nine months ended



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September 30, 2007. The increase in cash outflow was primarily attributable to an increase of debt payments of $8.5 million and to the change in
payments held for third party remittance as described in Note 1 of the Notes to the Consolidated Financial Statements, in Item 8 of Metavantes Annual Report on Form 10-K for the year ended December 31, 2007. The change in payments
held for third party remittance can vary significantly from period to period and decreased by $6.5 million for the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007.

Free Cash Flow

Within this report, Metavante
uses free cash flow as a non-GAAP financial measure. Metavante evaluates its liquidity based upon its free cash flow, defined as cash provided by operating activities less capital expenditures. Metavantes management believes that free cash
flow provides useful information to investors regarding Metavantes ability to generate cash from business operations that is available for acquisitions, other investments and debt service. Non-GAAP financial measures should not be considered a
substitute for the reported results prepared in accordance with GAAP. Free cash flow should not be considered as a principal indicator of Metavantes performance. Metavante uses free cash flow only on a supplemental basis. Metavantes
definition of free cash flow may differ from definitions used by other companies.

The following is a reconciliation of cash provided from
operating activities to free cash flow (in millions):



|                                   |  |                                |       |      |   |      
|---------------------------------- |  | ------------------------------ | ----- | ---- | - | -----
|                                   |  | Nine Months EndedSeptember 30,
|                                   |  | 2008                           |       | 2007
|Net cash from operating activities |  | $                              | 220.7 |      | $ | 285.6
|Less capital expenditures:         |  |                                |       |      |   |      
|Premises and equipment             |  |                                | 17.6  |      |   | 26.4 
|Software and conversions           |  |                                | 79.6  |      |   | 77.2 
|                                   |  |                                |       |      |   |      
|Free cash flow                     |  | $                              | 123.5 |      | $ | 182.0
|                                   |  |                                |       |      |   |      

Free cash flow decreased $58.5 million, or 32%, to $123.5 million for the nine months ended
September 30, 2008, compared to $182.0 million for the nine months ended September 30, 2007. The decrease was driven by an increase in interest payments of $40.2 million for the nine months ended September 30, 2008, compared to the
nine months ended September 30, 2007, and the timing of certain working capital items.

Credit Facilities

Except as provided below, there have been no changes to Metavantes credit facilities since the filing of its Annual Report on Form 10-K for the year
ended December 31, 2007.

In the third quarter of 2008, Lehman Commercial Paper Inc. (Lehman) filed for protection under
Chapter 11 of the United States Bankruptcy Code, as amended. Lehman was a party to Metavantes credit agreement dated November 1, 2007. Under the credit agreement, Metavante has a revolving credit facility commitment in an aggregate
principal amount of $250 million. Lehman holds $30 million of the revolving credit facility. Metavante has not requested Lehman, the Chapter 11 debtor, to meet its commitment under the revolver and therefore, Metavante is not certain funding would
be received upon request. As a result, Metavantes current availability under the revolving credit facility has potentially decreased to $220 million. Lehman had previously assigned its participation in the term loan and therefore, there was no
impact to Metavante regarding the term loan portion of the credit agreement.

On October 30, 2008, Metavante entered into interest
rate swaps with a total notional value of $900 million, an effective date of November 1, 2008 and a maturity date of February 1, 2010. Metavante will pay a fixed interest



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rate of 2.60% per annum and receive three-month LIBOR, with settlement dates of February 1, May 1, August 1 and
November 1. These swaps effectively fix Metavantes interest rate on an additional $900 million of debt at 4.35%. The interest rate swaps qualify for hedge accounting in accordance with SFAS 133 as cash flow hedges.

As of September 30, 2008, Metavante was subject to a consolidated leverage ratio covenant in its credit facility. The consolidated leverage ratio is
the ratio of consolidated total net debt to credit agreement EBITDA. As of September 30, 2008, the ratio must not exceed 4.75:1.00. Metavantes consolidated leverage ratio as of September 30, 2008 was 3.07:1.00. As of
September 30, 2008, Metavante was in compliance with all covenants in its credit facility. See Metavantes Annual Report on Form 10-K for the year ended December 31, 2007 for additional information regarding sources of liquidity.

Metavante believes that its existing cash balances, cash flows from operations and borrowing programs will provide adequate sources of
liquidity and capital resources to meet Metavantes expected short-term liquidity needs and its long-term needs for the operations of its business, expected capital spending for the next 12 months and the foreseeable future and the satisfaction
of these obligations and commitments.

Contractual Obligations

There have been no significant changes to Metavantes contractual cash obligations since the filing of its Annual Report on Form 10-K for the year ended December 31, 2007.

Off-Balance Sheet Financing Arrangements

At
September 30, 2008, Metavante had no off-balance sheet arrangements.

Critical Accounting Policies

There have been no significant changes to Metavantes critical accounting policies since the filing of its Annual Report on Form 10-K for the year
ended December 31, 2007.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------

As discussed in Note 8 of the Notes to the Consolidated Financial Statements in Metavantes Annual Report on Form 10-K for the year ended December 31, 2007, Metavante entered into interest rate swaps to mitigate the variability of
cash flows in interest payments related to its variable rate debt. In October 2008, Lehman Brothers Special Financing, Inc. filed for protection under Chapter 11 of the United States Bankruptcy Code, as amended. Lehman Brothers Special Financing,
Inc. was a counterparty to an interest rate swap agreement entered into on November 26, 2007 that had a notional value of $600 million. This interest rate swap may no longer be effective at mitigating Metavantes interest rate market risk.

On October 30, 2008, Metavante entered into interest rate swaps with a total notional value of $900 million, with an effective date of
November 1, 2008 and a termination date of February 1, 2010. Metavante will pay a fixed interest rate of 2.60% per annum and receive three-month LIBOR, with settlement dates of February 1, May 1, August 1, and November 1. Changes in cash
flows of the interest rate swaps are expected to highly offset the changes in cash flows (i.e. changes in interest rate payments) attributable to fluctuations in three-month LIBOR on the variable-rate debt. These swaps effectively fix
Metavantes rate on an additional $900 million of debt at 4.35%.



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##### Table of Contents

The table below summarizes Metavantes swaps designated as cash flow hedges in accordance with SFAS
133 as of October 31, 2008 (in millions):



|              |  |                |       |                     |        |   |          |               |    
|------------- |  | -------------- | ----- | ------------------- | ------ | - | -------- | ------------- | ---
|Date Entered  |  | NotionalAmount |       | Swap Rate plus1.75% |        |   | Maturity |              
|November 2007 |  | $              | 600   |                     | 5.6150 | % |          | February 2012 | (1)
|January 2008  |  |                | 200   |                     | 5.1860 | % |          | February 2012 |    
|October 2008  |  |                | 900   |                     | 4.3475 | % |          | February 2010 |    
|              |  |                |       |                     |        |   |          |               |    
|              |  | $              | 1,700 |                     |        |   |          |               |    
|              |  |                |       |                     |        |   |          |               |    



|(1) | Notional value of $600 through February 2010; $400 through February 2011; and $200 through February 2012.
|--- | ---------------------------------------------------------------------------------------------------------

Other than noted above, Metavantes quantitative and qualitative disclosures about market risk have not materially changed since the filing of its
Annual Report on Form 10-K for the year ended December 31, 2007.



|Item 4T. | Controls and Procedures.
|-------- | ------------------------

Evaluation of
Disclosure Controls and Procedures

Metavante carried out an evaluation, under the supervision and with the participation of management,
including Metavantes Chief Executive Officer and its Chief Financial Officer, of the effectiveness, as of September 30, 2008, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934, as amended. Based upon that evaluation, Metavantes Chief Executive Officer and its Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of September 30,
2008.

Changes in Internal Control over Financial Reporting

There has been no change in Metavantes internal control over financial reporting during the quarter ended September 30, 2008 that has
materially affected, or is reasonably likely to materially affect, Metavantes internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

In connection with the completion of the separation transaction, Metavante entered into a Stock Purchase Right Agreement, with WPM, L.P., a Delaware limited partnership (WPM) affiliated with Warburg Pincus
LLC (collectively Warburg Pincus). Under the Stock Purchase Right Agreement, Warburg Pincus has the right to purchase shares of Metavante common stock in order to maintain its ownership interest in the common shares of Metavante. The
Agreement relates to employee stock options that were outstanding immediately following the separation transaction. The stock purchase right may be exercised quarterly for one-third of the number of employee stock options existing immediately
following the separation transaction that were exercised during the preceding quarter. Warburg Pincuss stock purchase right is based on the exercise price of the options exercised. On August 21, 2008, Metavante and WPM entered into an
Amended and Restated Stock Purchase Right Agreement, which allows for net settlement of the quarterly purchase by WPM for $0.01 per share. On September 15, 2008, pursuant to the terms of the Amended and Restated Stock Purchase Right Agreement,
WPM acquired 4,320 shares of Metavante common stock for an aggregate cash purchase price of $43.20. The shares of Metavante common stock were issued and sold in reliance upon the exemption from registration provided by Section 4(2) of the
Securities Act of 1933.



|Item 6. | Exhibits.
|------- | ---------

See the Exhibit Index following the
signatures page of this report, which is incorporated herein by reference.



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                        |  |  |  |                                                           
|----------------------- |  |  |  | ----------------------------------------------------------
|                        |  |  |  | METAVANTE TECHNOLOGIES, INC.                              
|                        |  |  |  | (Registrant)                                              
|                        |  | 
|Date: November 12, 2008 |  |  |  | /s/    TIMOTHY C. OLIVER                                  
|                        |  |  |  | Timothy C. Oliver                                         
|                        |  |  |  | Senior Executive Vice President and                       
|                        |  |  |  | Chief Financial Officer                                   
|                        |  |  |  | (Principal Financial Officer and Duly Authorized Officer) 
|                        |  | 
|Date: November 12, 2008 |  |  |  | /s/    KENNETH F. BEST                                    
|                        |  |  |  | Kenneth F. Best                                           
|                        |  |  |  | Principal Accounting Officer                              
|                        |  |  |  | (Principal Accounting Officer and Duly Authorized Officer)



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##### Table of Contents

METAVANTE TECHNOLOGIES, INC.

(the Registrant)

(Commission File No. 001-33747)

Exhibit Index

to

Quarterly Report on Form 10-Q

for the Quarter Ended September 30, 2008



|           |  |                                                                                                                                     |  |                                                                                       |  |              
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | -------------
|ExhibitNo. |  | Description                                                                                                                         |  | Incorporated Herein by Reference to                                                   |  | FiledHerewith
|4.1        |  | Amended and Restated Stock Purchase Right Agreement, dated as of August 21, 2008, between Metavante Technologies, Inc and WPM, L.P. |  |                                                                                       |  | X            
|           |  |                                                                                                                                     | 
|10.1       |  | Amendment No. 1 to Employment Agreement of Frank R. Martire                                                                         |  | Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on November 3, 2008 |  |              
|           |  |                                                                                                                                     | 
|10.2       |  | Amendment No. 1 to Employment Agreement of Michael D. Hayford                                                                       |  | Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on November 3, 2008 |  |              
|           |  |                                                                                                                                     | 
|31.1       |  | Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.        |  |                                                                                       |  | X            
|           |  |                                                                                                                                     | 
|31.2       |  | Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.        |  |                                                                                       |  | X            
|           |  |                                                                                                                                     | 
|32.1       |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.             |  |                                                                                       |  | X            
|           |  |                                                                                                                                     | 
|32.2       |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.             |  |                                                                                       |  | X            



31