Contingent value rights, proceeds from common stock converted from preferred stock and sold, before tax

[Table of Contents](#i84fa46872c0e4324b82e25f92cc079f4_7)FIDELITY NATIONAL INFORMATION SERVICES, INC.AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  
Goodwill  
Changes in goodwill during the three months ended September 30, 2022, are summarized below (in millions). 

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Capital |  | Corporate |  |  |
|  | Banking |  | Merchant |  | Market |  | And |  |  |
|   | Solutions |  | Solutions |  | Solutions |  | Other |  | Total |
| Balance, December 31, 2021 | $ | 12,244  |  |  | $ | 36,403  |  |  | $ | 4,663  |  |  | $ | 20  |  |  | $ | 53,330  |  |
| Foreign currency adjustments | (66) |  |  | (2,108) |  |  | (153) |  |  | —  |  |  | (2,327) |  |
| Goodwill attributable to acquisitions | —  |  |  | 11  |  |  | —  |  |  | —  |  |  | 11  |  |
| Balance, September 30, 2022 | $ | 12,178  |  |  | $ | 34,306  |  |  | $ | 4,510  |  |  | $ | 20  |  |  | $ | 51,014  |  |

  
We assess goodwill for impairment on an annual basis during the fourth quarter or more frequently if circumstances indicate potential impairment. We evaluated if events and circumstances as of September 30, 2022, indicated potential impairment of our reporting units. We performed a qualitative assessment by examining factors most likely to affect our reporting units' fair values and considered the impact to our business from the COVID-19 pandemic and macroeconomic conditions. The factors examined involve significant use of management judgment and included, among others, (1) forecast revenue, growth rates, operating margins, and capital expenditures used to calculate estimated future cash flows, (2) future economic and market conditions and (3) FIS' market capitalization. Based on our interim impairment assessment as of September 30, 2022, we concluded that it remained more likely than not that the fair value continues to exceed the carrying amount for each of our reporting units; therefore, goodwill was not impaired.  
However, it is reasonably possible that macroeconomic conditions, including rates of economic growth, inflation and interest, and foreign currency movements, in addition to any further economic impact of the COVID-19 pandemic on our Merchant Solutions business, could have a material impact on one or more of the estimates and assumptions used to evaluate goodwill impairment and could result in future goodwill impairment.  
Visa Europe and Contingent Value Rights   
As part of the Worldpay acquisition, the Company acquired certain assets and liabilities related to the June 2016 Worldpay Group plc (Legacy Worldpay) disposal of its ownership interest in Visa Europe to Visa Inc. As part of the disposal, Legacy Worldpay received proceeds from Visa Inc. in the form of cash ("cash consideration") and convertible preferred stock ("preferred stock"), the value of which may be reduced by losses incurred relating to ongoing interchange-related litigation involving Visa Europe. Also in connection with the disposal and pursuant to the terms of an amendment executed on September 17, 2020, the Company will pay the former Legacy Worldpay owners 90% of the net-of-tax proceeds from the disposal, known as contingent value rights, which is recorded as a liability ("CVR liability") on the consolidated balance sheets.   
 In the third quarter of 2022, Visa Inc. released a portion of the aforementioned preferred stock which was then converted into common stock. The Company sold the common stock for $269 million and paid to the former Legacy Worldpay owners 90% of the net-of tax proceeds and net-of-tax dividends received since the previous conversion, totaling $186 million paid in the third quarter of 2022 and $14 million subsequently paid in the fourth quarter of 2022. The sale of stock and related third-quarter payment to the former Legacy Worldpay owners were recorded as a reduction of the CVR-related assets and CVR liability, respectively, as of September 30, 2022, and are reflected as Other investing activities, net and Other financing activities, net, respectively on the consolidated statement of cash flows for the nine months ended September 30, 2022.   
The Company has elected the fair value option under ASC 825, Financial Instruments ("ASC 825"), for measuring its preferred stock asset and CVR liability. The fair value of the preferred stock was $39 million and $197 million at September 30, 2022 and December 31, 2021, respectively, recorded in Other noncurrent assets on the consolidated balance sheets. The fair value of the CVR liability was $341 million at September 30, 2022, with $14 million recorded as Accounts payable, accrued and other liabilities related to amounts owed to the former Legacy Worldpay owners at September 30, 2022, in connection with the preferred stock that was released, converted and sold in the third quarter and $327 million recorded as Other noncurrent liabilities for the remaining preferred stock and cash consideration component. The fair value of the CVR liability was $478 million at December 31, 2021, recorded in Other noncurrent liabilities on the consolidated balance sheets. Pursuant to ASC 825, the Company remeasures the fair value of the preferred stock and CVR liability each reporting period. The net change in fair value was $14 million and $(3) million for the three months ended and $63 million and $12 million for the nine months ended 13
