Supplemental Guarantor Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2013 |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
Note 15: Supplemental Guarantor Condensed Consolidating Financial Statements |
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As described in Note 4 of these Consolidated Financial Statements and in Note 8 of the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, the 12.625% senior notes, 11.25% senior notes, 10.625% senior notes, 11.25% senior subordinated notes and 11.75% senior subordinated notes are guaranteed by substantially all existing and future, direct and indirect, wholly-owned, domestic subsidiaries of FDC other than Integrated Payment Systems Inc. (“Guarantors”). The Guarantors guarantee the senior secured revolving credit facility, senior secured term loan facility, the 8.875% senior secured notes, the 7.375% senior secured notes and the 6.75% senior secured notes, which rank senior in right of payment to all existing and future unsecured and second lien indebtedness of FDC’s guarantor subsidiaries to the extent of the value of the collateral. The Guarantors guarantee the 8.25% senior second lien notes and 8.75%/10.00% PIK toggle senior second lien notes which rank senior in right of payment to all existing and future unsecured indebtedness of FDC’s guarantor subsidiaries to the extent of the value of the collateral. The 12.625% senior note, 10.625% senior note and 11.25% senior note guarantees are unsecured and rank equally in right of payment with all existing and future senior indebtedness of the guarantor subsidiaries but senior in right of payment to all existing and future subordinated indebtedness of FDC’s guarantor subsidiaries. The 11.25% senior subordinated note and 11.75% senior subordinated note guarantees are unsecured and rank equally in right of payment with all existing and future senior subordinated indebtedness of the guarantor subsidiaries. |
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All of the above guarantees are full, unconditional, and joint and several and each of the Guarantors is 100% owned, directly or indirectly, by FDC. None of the other subsidiaries of FDC, either direct or indirect, guarantee the notes (“Non-Guarantors”). The Guarantors are subject to release under certain circumstances as described below. |
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The credit agreement governing the guarantees of the senior secured revolving credit facility and senior secured term loan facility provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including when the Guarantor ceases to be a “restricted subsidiary” for purposes of the agreement covenants because: |
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· FDC no longer directly or indirectly owns 50% of the equity or, if a corporation, stock having voting power to elect a majority of the board of directors of the Guarantor; or |
· the Guarantor is designated as an “unrestricted subsidiary” for purposes of the agreement covenants. |
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The indentures governing all of the other guarantees described above provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of: |
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· the sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; |
· designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; |
· release or discharge of the Guarantor’s guarantee of certain other indebtedness; or |
· legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. |
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In the second quarter of 2010, the Company reorganized the ownership structure of two entities for tax purposes. The reorganization did not have any impact to the Company’s Consolidated Financial Statements, however, the impact of the reorganization was not appropriately reflected in the Company’s previously reported supplemental guarantor condensed consolidating financial statements. The Company does not believe these errors were material. In addition to the items just described, the Company corrected certain other immaterial errors. The adjustments are limited to the guarantor footnote and do not affect any other reported amounts or disclosures in the Company’s Consolidated Financial Statements. A summary of the corrections is as follows: |
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Increase (Decrease) from Amounts Previously Reported |
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| | Three months ended September 30, 2012 | | | | | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non-Guarantor | | Consolidation | | | | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Adjustments | | | | | | | | | | | | |
(Loss) income before income taxes and equity earnings in affiliates | | $ | 10.8 | | $ | (27.6 | ) | $ | (1.1 | ) | $ | 17.9 | | | | | | | | | | | | | |
Income tax (benefit) expense | | $ | 10.8 | | $ | (10.4 | ) | $ | (0.4 | ) | $ | — | | | | | | | | | | | | | |
Net (loss) income | | $ | — | | $ | (17.2 | ) | $ | (0.7 | ) | $ | 17.9 | | | | | | | | | | | | | |
Net (loss) income attributable to First Data Corporation | | $ | — | | $ | (17.2 | ) | $ | (0.7 | ) | $ | 17.9 | | | | | | | | | | | | | |
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| | Nine months ended September 30, 2012 | | | | | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non-Guarantor | | Consolidation | | | | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Adjustments | | | | | | | | | | | | |
(Loss) income before income taxes and equity earnings in affiliates | | $ | 35.3 | | $ | (92.7 | ) | $ | (1.6 | ) | $ | 59 | | | | | | | | | | | | | |
Income tax (benefit) expense | | $ | 35.3 | | $ | (34.7 | ) | $ | (0.6 | ) | $ | — | | | | | | | | | | | | | |
Net (loss) income | | $ | — | | $ | (58.0 | ) | $ | (1.0 | ) | $ | 59 | | | | | | | | | | | | | |
Net (loss) income attributable to First Data Corporation | | $ | — | | $ | (58.0 | ) | $ | (1.0 | ) | $ | 59 | | | | | | | | | | | | | |
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CONSOLIDATED STATEMENTS OF OPERATIONS |
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| | Three months ended September 30, 2012 | |
| | FDC Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidation Adjustments | |
(in millions) | | As previously | | As corrected | | As previously | | As corrected | | As previously | | As | | As previously | | As corrected | |
reported | reported | reported | corrected | reported |
Cost of services | | $ | — | | $ | — | | $ | 496.1 | | $ | 494.4 | | $ | 280.8 | | $ | 282.5 | | $ | (47.9 | ) | $ | (47.9 | ) |
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Operating (loss) profit | | $ | (46.6 | ) | $ | (46.6 | ) | $ | 163 | | $ | 164.7 | | $ | 135.5 | | $ | 133.8 | | $ | — | | $ | — | |
Interest income (expense) from intercompany notes | | $ | 49.4 | | $ | 78.1 | | $ | (50.7 | ) | $ | (80.0 | ) | $ | 1.3 | | $ | 1.9 | | $ | — | | $ | — | |
Equity earnings from consolidated subsidiaries | | $ | 146.4 | | $ | 128.5 | | $ | 39.6 | | $ | 39.6 | | $ | — | | $ | — | | $ | (186.0 | ) | $ | (168.1 | ) |
(Loss) income before income taxes and equity earnings in affiliates | | $ | (388.4 | ) | $ | (377.6 | ) | $ | 140.9 | | $ | 113.3 | | $ | 146.9 | | $ | 145.8 | | $ | (186.0 | ) | $ | (168.1 | ) |
Income tax (benefit) expense | | $ | (176.4 | ) | $ | (165.6 | ) | $ | 77.9 | | $ | 67.5 | | $ | 29.1 | | $ | 28.7 | | $ | — | | $ | — | |
Net (loss) income | | $ | (212.0 | ) | $ | (212.0 | ) | $ | 105.7 | | $ | 88.5 | | $ | 118.1 | | $ | 117.4 | | $ | (186.0 | ) | $ | (168.1 | ) |
Net (loss) income attributable to First Data Corporation | | $ | (212.0 | ) | $ | (212.0 | ) | $ | 105.7 | | $ | 88.5 | | $ | 103.2 | | $ | 102.5 | | $ | (208.9 | ) | $ | (191.0 | ) |
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| | Nine months ended September 30, 2012 | |
| | FDC Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidation Adjustments | |
(in millions) | | As previously | | As corrected | | As previously | | As corrected | | As previously | | As | | As previously | | As corrected | |
reported | reported | reported | corrected | reported |
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Selling, general and administrative | | $ | 110 | | $ | 105.6 | | $ | 875.7 | | $ | 877.2 | | $ | 387.6 | | $ | 390.5 | | $ | — | | $ | — | |
Operating (loss) profit | | $ | (115.8 | ) | $ | (111.4 | ) | $ | 553.7 | | $ | 552.2 | | $ | 298.9 | | $ | 296 | | $ | — | | $ | — | |
Interest income (expense) from intercompany notes | | $ | 144.3 | | $ | 234.4 | | $ | (148.6 | ) | $ | (240.0 | ) | $ | 4.3 | | $ | 5.6 | | $ | — | | $ | — | |
Equity earnings from consolidated subsidiaries | | $ | 435.1 | | $ | 375.9 | | $ | 120.8 | | $ | 121 | | $ | — | | $ | — | | $ | (555.9 | ) | $ | (496.9 | ) |
(Loss) income before income taxes and equity earnings in affiliates | | $ | (1,031.8 | ) | $ | (996.5 | ) | $ | 512 | | $ | 419.3 | | $ | 305.6 | | $ | 304 | | $ | (555.9 | ) | $ | (496.9 | ) |
Income tax (benefit) expense | | $ | (509.9 | ) | $ | (474.6 | ) | $ | 234.5 | | $ | 199.8 | | $ | 23.1 | | $ | 22.5 | | $ | — | | $ | — | |
Net (loss) income | | $ | (521.9 | ) | $ | (521.9 | ) | $ | 390.8 | | $ | 332.8 | | $ | 283.7 | | $ | 282.7 | | $ | (555.9 | ) | $ | (496.9 | ) |
Net (loss) income attributable to First Data Corporation | | $ | (521.9 | ) | $ | (521.9 | ) | $ | 390.8 | | $ | 332.8 | | $ | 239.8 | | $ | 238.8 | | $ | (630.6 | ) | $ | (571.6 | ) |
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CONSOLIDATED STATEMENTS OF CASH FLOWS |
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| | Nine months ended September 30, 2012 | |
| | FDC Parent Company | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidation Adjustments | |
(in millions) | | As | | As corrected | | As previously | | As corrected | | As previously | | As corrected | | As previously | | As corrected | |
previously | reported | reported | reported |
reported | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (521.9 | ) | $ | (521.9 | ) | $ | 390.8 | | $ | 332.8 | | $ | 283.7 | | $ | 282.7 | | $ | (555.9 | ) | $ | (496.9 | ) |
Other non-cash and non-operating items, net | | $ | (405.3 | ) | $ | (346.1 | ) | $ | (193.9 | ) | $ | (194.1 | ) | $ | 5.5 | | $ | 5.5 | | $ | 555.9 | | $ | 496.9 | |
(Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions | | $ | (519.1 | ) | $ | (483.8 | ) | $ | 381.9 | | $ | 347.2 | | $ | 0.3 | | $ | (0.3 | ) | $ | — | | $ | — | |
Net cash (used in) provided by operating activities | | $ | (1,361.8 | ) | $ | (1,267.3 | ) | $ | 1,238.10 | | $ | 1,145.20 | | $ | 661.9 | | $ | 660.3 | | $ | — | | $ | — | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | |
Intercompany | | $ | 1,231.60 | | $ | 1,137.10 | | $ | (1,191.1 | ) | $ | (1,098.2 | ) | $ | (40.5 | ) | $ | (38.9 | ) | $ | — | | $ | — | |
Net cash provided by (used in) financing activities | | $ | 1,243.10 | | $ | 1,148.60 | | $ | (1,222.2 | ) | $ | (1,129.3 | ) | $ | (550.3 | ) | $ | (548.7 | ) | $ | 248.6 | | $ | 248.6 | |
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The following tables present the results of operations, comprehensive income, financial position and cash flows of FDC (“FDC Parent Company”), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and consolidation adjustments for the three and nine months ended September 30, 2013 and 2012, and as of September 30, 2013 and December 31, 2012 to arrive at the information for FDC on a consolidated basis. |
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| | Three months ended September 30, 2013 | | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non-Guarantor | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Adjustments | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Transaction and processing service fees | | $ | — | | $ | 1,065.40 | | $ | 610.1 | | $ | (55.3 | ) | $ | 1,620.20 | | | | | | | | | | |
Product sales and other | | — | | 143.3 | | 87.7 | | (15.5 | ) | 215.5 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 631.5 | | 244.9 | | — | | 876.4 | | | | | | | | | | |
| | — | | 1,840.20 | | 942.7 | | (70.8 | ) | 2,712.10 | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of services (exclusive of items shown below) | | — | | 461.6 | | 302.3 | | (55.3 | ) | 708.6 | | | | | | | | | | |
Cost of products sold | | — | | 61.2 | | 35.2 | | (15.5 | ) | 80.9 | | | | | | | | | | |
Selling, general and administrative | | 27 | | 302.2 | | 134.4 | | — | | 463.6 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 631.5 | | 244.9 | | — | | 876.4 | | | | | | | | | | |
Depreciation and amortization | | 1.8 | | 162.9 | | 106.6 | | — | | 271.3 | | | | | | | | | | |
Other operating expenses: | | | | | | | | | | | | | | | | | | | | |
Restructuring, net | | 3.2 | | 4.8 | | (0.2 | ) | — | | 7.8 | | | | | | | | | | |
| | 32 | | 1,624.20 | | 823.2 | | (70.8 | ) | 2,408.60 | | | | | | | | | | |
Operating (loss) profit | | (32.0 | ) | 216 | | 119.5 | | — | | 303.5 | | | | | | | | | | |
Interest income | | — | | — | | 2.7 | | — | | 2.7 | | | | | | | | | | |
Interest expense | | (464.5 | ) | (3.0 | ) | (1.5 | ) | — | | (469.0 | ) | | | | | | | | | |
Interest income (expense) from intercompany notes | | 79.2 | | (77.5 | ) | (1.7 | ) | — | | — | | | | | | | | | | |
Other income (expense) | | (50.3 | ) | 2.3 | | 11.8 | | — | | (36.2 | ) | | | | | | | | | |
Equity earnings from consolidated subsidiaries | | 157.2 | | 30.4 | | — | | (187.6 | ) | — | | | | | | | | | | |
| | (278.4 | ) | (47.8 | ) | 11.3 | | (187.6 | ) | (502.5 | ) | | | | | | | | | |
(Loss) income before income taxes and equity earnings in affiliates | | (310.4 | ) | 168.2 | | 130.8 | | (187.6 | ) | (199.0 | ) | | | | | | | | | |
Income tax (benefit) expense | | (90.9 | ) | 68.6 | | 50.9 | | — | | 28.6 | | | | | | | | | | |
Equity earnings in affiliates | | — | | 47.3 | | — | | — | | 47.3 | | | | | | | | | | |
Net (loss) income | | (219.5 | ) | 146.9 | | 79.9 | | (187.6 | ) | (180.3 | ) | | | | | | | | | |
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 14.2 | | 25 | | 39.2 | | | | | | | | | | |
Net (loss) income attributable to First Data Corporation | | $ | (219.5 | ) | $ | 146.9 | | $ | 65.7 | | $ | (212.6 | ) | $ | (219.5 | ) | | | | | | | | | |
Comprehensive (loss) income | | $ | (141.1 | ) | $ | 136.3 | | $ | 180.6 | | $ | (275.3 | ) | $ | (99.5 | ) | | | | | | | | | |
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 16.6 | | 25 | | 41.6 | | | | | | | | | | |
Comprehensive (loss) income attributable to First Data Corporation | | $ | (141.1 | ) | $ | 136.3 | | $ | 164 | | $ | (300.3 | ) | $ | (141.1 | ) | | | | | | | | | |
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| | Nine months ended September 30, 2013 | | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non-Guarantor | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Adjustments | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Transaction and processing service fees | | $ | — | | $ | 3,132.30 | | $ | 1,826.60 | | $ | (166.4 | ) | $ | 4,792.50 | | | | | | | | | | |
Product sales and other | | — | | 409 | | 259 | | (45.2 | ) | 622.8 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 1,869.50 | | 727 | | — | | 2,596.50 | | | | | | | | | | |
| | — | | 5,410.80 | | 2,812.60 | | (211.6 | ) | 8,011.80 | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of services (exclusive of items shown below) | | — | | 1,401.40 | | 884.2 | | (166.4 | ) | 2,119.20 | | | | | | | | | | |
Cost of products sold | | — | | 185 | | 107.1 | | (45.2 | ) | 246.9 | | | | | | | | | | |
Selling, general and administrative | | 93.7 | | 923.4 | | 403 | | — | | 1,420.10 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 1,869.50 | | 727 | | — | | 2,596.50 | | | | | | | | | | |
Depreciation and amortization | | 5.5 | | 490.5 | | 322.2 | | — | | 818.2 | | | | | | | | | | |
Other operating expenses: | | | | | | | | | | | | | | | | | | | | |
Restructuring, net | | 17.1 | | 24.8 | | 4.1 | | — | | 46 | | | | | | | | | | |
| | 116.3 | | 4,894.60 | | 2,447.60 | | (211.6 | ) | 7,246.90 | | | | | | | | | | |
Operating (loss) profit | | (116.3 | ) | 516.2 | | 365 | | — | | 764.9 | | | | | | | | | | |
Interest income | | 0.1 | | 0.1 | | 7.8 | | — | | 8 | | | | | | | | | | |
Interest expense | | (1,397.2 | ) | (7.6 | ) | (5.4 | ) | — | | (1,410.2 | ) | | | | | | | | | |
Interest income (expense) from intercompany notes | | 236.3 | | (233.4 | ) | (2.9 | ) | — | | — | | | | | | | | | | |
Other income (expense) | | (30.1 | ) | 4.9 | | 4.3 | | — | | (20.9 | ) | | | | | | | | | |
Equity earnings from consolidated subsidiaries | | 371.1 | | 103.5 | | — | | (474.6 | ) | — | | | | | | | | | | |
| | (819.8 | ) | (132.5 | ) | 3.8 | | (474.6 | ) | (1,423.1 | ) | | | | | | | | | |
(Loss) income before income taxes and equity earnings in affiliates | | (936.1 | ) | 383.7 | | 368.8 | | (474.6 | ) | (658.2 | ) | | | | | | | | | |
Income tax (benefit) expense | | (190.1 | ) | 185 | | 106.8 | | — | | 101.7 | | | | | | | | | | |
Equity earnings in affiliates | | — | | 135.4 | | 0.6 | | — | | 136 | | | | | | | | | | |
Net (loss) income | | (746.0 | ) | 334.1 | | 262.6 | | (474.6 | ) | (623.9 | ) | | | | | | | | | |
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 39.3 | | 82.8 | | 122.1 | | | | | | | | | | |
Net (loss) income attributable to First Data Corporation | | $ | (746.0 | ) | $ | 334.1 | | $ | 223.3 | | $ | (557.4 | ) | $ | (746.0 | ) | | | | | | | | | |
Comprehensive (loss) income | | $ | (810.2 | ) | $ | 285.2 | | $ | 200.2 | | $ | (362.9 | ) | $ | (687.7 | ) | | | | | | | | | |
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 39.7 | | 82.8 | | 122.5 | | | | | | | | | | |
Comprehensive (loss) income attributable to First Data Corporation | | $ | (810.2 | ) | $ | 285.2 | | $ | 160.5 | | $ | (445.7 | ) | $ | (810.2 | ) | | | | | | | | | |
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| | Three months ended September 30, 2012 | | | | | | | | | | |
(as corrected) | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non-Guarantor | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Adjustments | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Transaction and processing service fees | | $ | — | | $ | 1,051.20 | | $ | 608.8 | | $ | (47.9 | ) | $ | 1,612.10 | | | | | | | | | | |
Product sales and other | | — | | 144.6 | | 88.2 | | (15.3 | ) | 217.5 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 610.7 | | 234.9 | | (1.2 | ) | 844.4 | | | | | | | | | | |
| | — | | 1,806.50 | | 931.9 | | (64.4 | ) | 2,674.00 | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of services (exclusive of items shown below) | | — | | 494.4 | | 282.5 | | (47.9 | ) | 729 | | | | | | | | | | |
Cost of products sold | | — | | 62.2 | | 33.2 | | (15.3 | ) | 80.1 | | | | | | | | | | |
Selling, general and administrative | | 44.7 | | 293.5 | | 129.7 | | — | | 467.9 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 610.7 | | 234.9 | | (1.2 | ) | 844.4 | | | | | | | | | | |
Depreciation and amortization | | 1.9 | | 175.3 | | 116.3 | | — | | 293.5 | | | | | | | | | | |
Other operating expenses: | | | | | | | | | | | | | | | | | | | | |
Restructuring, net | | — | | 5.7 | | 1.5 | | — | | 7.2 | | | | | | | | | | |
| | 46.6 | | 1,641.80 | | 798.1 | | (64.4 | ) | 2,422.10 | | | | | | | | | | |
Operating (loss) profit | | (46.6 | ) | 164.7 | | 133.8 | | — | | 251.9 | | | | | | | | | | |
Interest income | | — | | — | | 2.1 | | — | | 2.1 | | | | | | | | | | |
Interest expense | | (483.8 | ) | (2.3 | ) | (2.5 | ) | — | | (488.6 | ) | | | | | | | | | |
Interest income (expense) from intercompany notes | | 78.1 | | (80.0 | ) | 1.9 | | — | | — | | | | | | | | | | |
Other income (expense) | | (53.8 | ) | (8.7 | ) | 10.5 | | — | | (52.0 | ) | | | | | | | | | |
Equity earnings from consolidated subsidiaries | | 128.5 | | 39.6 | | — | | (168.1 | ) | — | | | | | | | | | | |
| | (331.0 | ) | (51.4 | ) | 12 | | (168.1 | ) | (538.5 | ) | | | | | | | | | |
(Loss) income before income taxes and equity earnings in affiliates | | (377.6 | ) | 113.3 | | 145.8 | | (168.1 | ) | (286.6 | ) | | | | | | | | | |
Income tax (benefit) expense | | (165.6 | ) | 67.5 | | 28.7 | | — | | (69.4 | ) | | | | | | | | | |
Equity earnings in affiliates | | — | | 42.7 | | 0.3 | | — | | 43 | | | | | | | | | | |
Net (loss) income | | (212.0 | ) | 88.5 | | 117.4 | | (168.1 | ) | (174.2 | ) | | | | | | | | | |
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interests | | — | | — | | 14.9 | | 22.9 | | 37.8 | | | | | | | | | | |
Net (loss) income attributable to First Data Corporation | | $ | (212.0 | ) | $ | 88.5 | | $ | 102.5 | | $ | (191.0 | ) | $ | (212.0 | ) | | | | | | | | | |
Comprehensive (loss) income | | $ | (96.4 | ) | $ | 109.9 | | $ | 209 | | $ | (277.6 | ) | $ | (55.1 | ) | | | | | | | | | |
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 18.4 | | 22.9 | | 41.3 | | | | | | | | | | |
Comprehensive (loss) income attributable to First Data Corporation | | $ | (96.4 | ) | $ | 109.9 | | $ | 190.6 | | $ | (300.5 | ) | $ | (96.4 | ) | | | | | | | | | |
|
| | Nine months ended September 30, 2012 | | | | | | | | | | |
(as corrected) | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non-Guarantor | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Adjustments | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Transaction and processing service fees | | $ | — | | $ | 3,112.50 | | $ | 1,818.30 | | $ | (143.2 | ) | $ | 4,787.60 | | | | | | | | | | |
Product sales and other | | — | | 423.9 | | 258.5 | | (44.5 | ) | 637.9 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 1,816.20 | | 704.4 | | (22.6 | ) | 2,498.00 | | | | | | | | | | |
| | — | | 5,352.60 | | 2,781.20 | | (210.3 | ) | 7,923.50 | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of services (exclusive of items shown below) | | — | | 1,361.10 | | 919.9 | | (143.2 | ) | 2,137.80 | | | | | | | | | | |
Cost of products sold | | — | | 192.1 | | 103.7 | | (44.5 | ) | 251.3 | | | | | | | | | | |
Selling, general and administrative | | 105.6 | | 877.2 | | 390.5 | | — | | 1,373.30 | | | | | | | | | | |
Reimbursable debit network fees, postage and other | | — | | 1,816.20 | | 704.4 | | (22.6 | ) | 2,498.00 | | | | | | | | | | |
Depreciation and amortization | | 6 | | 541.4 | | 349.7 | | — | | 897.1 | | | | | | | | | | |
Other operating expenses: | | | | | | | | | | | | | | | | | | | | |
Restructuring, net | | (0.2 | ) | 7.3 | | 17 | | — | | 24.1 | | | | | | | | | | |
Impairments | | — | | 5.1 | | — | | — | | 5.1 | | | | | | | | | | |
| | 111.4 | | 4,800.40 | | 2,485.20 | | (210.3 | ) | 7,186.70 | | | | | | | | | | |
Operating (loss) profit | | (111.4 | ) | 552.2 | | 296 | | — | | 736.8 | | | | | | | | | | |
Interest income | | 0.1 | | 0.3 | | 5.9 | | — | | 6.3 | | | | | | | | | | |
Interest expense | | (1,416.8 | ) | (5.7 | ) | (7.9 | ) | — | | (1,430.4 | ) | | | | | | | | | |
Interest income (expense) from intercompany notes | | 234.4 | | (240.0 | ) | 5.6 | | — | | — | | | | | | | | | | |
Other income (expense) | | (78.7 | ) | (8.5 | ) | 4.4 | | — | | (82.8 | ) | | | | | | | | | |
Equity earnings from consolidated subsidiaries | | 375.9 | | 121 | | — | | (496.9 | ) | — | | | | | | | | | | |
| | (885.1 | ) | (132.9 | ) | 8 | | (496.9 | ) | (1,506.9 | ) | | | | | | | | | |
(Loss) income before income taxes and equity earnings in affiliates | | (996.5 | ) | 419.3 | | 304 | | (496.9 | ) | (770.1 | ) | | | | | | | | | |
Income tax (benefit) expense | | (474.6 | ) | 199.8 | | 22.5 | | — | | (252.3 | ) | | | | | | | | | |
Equity earnings in affiliates | | — | | 113.3 | | 1.2 | | — | | 114.5 | | | | | | | | | | |
Net (loss) income | | (521.9 | ) | 332.8 | | 282.7 | | (496.9 | ) | (403.3 | ) | | | | | | | | | |
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interests | | — | | — | | 43.9 | | 74.7 | | 118.6 | | | | | | | | | | |
Net (loss) income attributable to First Data Corporation | | $ | (521.9 | ) | $ | 332.8 | | $ | 238.8 | | $ | (571.6 | ) | $ | (521.9 | ) | | | | | | | | | |
Comprehensive (loss) income | | $ | (446.1 | ) | $ | 348 | | $ | 279.6 | | $ | (508.5 | ) | $ | (327.0 | ) | | | | | | | | | |
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 44.4 | | 74.7 | | 119.1 | | | | | | | | | | |
Comprehensive (loss) income attributable to First Data Corporation | | $ | (446.1 | ) | $ | 348 | | $ | 235.2 | | $ | (583.2 | ) | $ | (446.1 | ) | | | | | | | | | |
|
| | As of September 30, 2013 | | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non-Guarantor | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Adjustments | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 6.8 | | $ | 32.2 | | $ | 319.6 | | $ | — | | $ | 358.6 | | | | | | | | | | |
Accounts receivable, net of allowance for doubtful accounts | | 6.3 | | 792.4 | | 833.6 | | — | | 1,632.30 | | | | | | | | | | |
Settlement assets (a) | | — | | 4,858.00 | | 4,323.70 | | — | | 9,181.70 | | | | | | | | | | |
Intercompany notes receivable | | 12.5 | | — | | 22.6 | | (35.1 | ) | — | | | | | | | | | | |
Other current assets | | 71 | | 205.9 | | 74.8 | | — | | 351.7 | | | | | | | | | | |
Total current assets | | 96.6 | | 5,888.50 | | 5,574.30 | | (35.1 | ) | 11,524.30 | | | | | | | | | | |
Property and equipment, net of accumulated depreciation | | 28.4 | | 592.8 | | 245.7 | | — | | 866.9 | | | | | | | | | | |
Goodwill | | — | | 9,483.90 | | 7,748.10 | | — | | 17,232.00 | | | | | | | | | | |
Customer relationships, net of accumulated amortization | | — | | 1,838.60 | | 1,484.00 | | — | | 3,322.60 | | | | | | | | | | |
Other intangibles, net of accumulated amortization | | 604.5 | | 556.2 | | 566.2 | | — | | 1,726.90 | | | | | | | | | | |
Investment in affiliates | | — | | 1,308.50 | | 30.2 | | — | | 1,338.70 | | | | | | | | | | |
Long-term settlement assets (a) | | — | | — | | 18.6 | | — | | 18.6 | | | | | | | | | | |
Long-term intercompany receivables | | — | | 6,336.90 | | 1,296.40 | | (7,633.3 | ) | — | | | | | | | | | | |
Long-term intercompany notes receivable | | 3,496.60 | | 284.1 | | 0.4 | | (3,781.1 | ) | — | | | | | | | | | | |
Long-term deferred tax assets | | 930.9 | | — | | — | | (930.9 | ) | — | | | | | | | | | | |
Other long-term assets | | 373.5 | | 405.2 | | 144.4 | | (109.4 | ) | 813.7 | | | | | | | | | | |
Investment in consolidated subsidiaries | | 24,665.80 | | 5,312.60 | | — | | (29,978.4 | ) | — | | | | | | | | | | |
Total assets | | $ | 30,196.30 | | $ | 32,007.30 | | $ | 17,108.30 | | $ | (42,468.2 | ) | $ | 36,843.70 | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 5.2 | | $ | 171.1 | | $ | 78.3 | | $ | — | | $ | 254.6 | | | | | | | | | | |
Short-term and current portion of long-term borrowings | | 95.5 | | 65.7 | | 87.1 | | — | | 248.3 | | | | | | | | | | |
Settlement obligations (a) | | — | | 4,858.00 | | 4,339.60 | | — | | 9,197.60 | | | | | | | | | | |
Intercompany notes payable | | 22.7 | | 12.5 | | — | | (35.2 | ) | — | | | | | | | | | | |
Other current liabilities | | 471 | | 567.8 | | 332.3 | | — | | 1,371.10 | | | | | | | | | | |
Total current liabilities | | 594.4 | | 5,675.10 | | 4,837.30 | | (35.2 | ) | 11,071.60 | | | | | | | | | | |
Long-term borrowings | | 22,460.90 | | 91.7 | | 12.5 | | — | | 22,565.10 | | | | | | | | | | |
Long-term deferred tax liabilities | | — | | 1,291.50 | | 192.5 | | (930.9 | ) | 553.1 | | | | | | | | | | |
Long-term intercompany payables | | 7,633.30 | | — | | — | | (7,633.3 | ) | — | | | | | | | | | | |
Long-term intercompany notes payable | | 286.1 | | 3,413.00 | | 81.9 | | (3,781.0 | ) | — | | | | | | | | | | |
Other long-term liabilities | | 617.2 | | 226.6 | | 51.7 | | (109.4 | ) | 786.1 | | | | | | | | | | |
Total liabilities | | 31,591.90 | | 10,697.90 | | 5,175.90 | | (12,489.8 | ) | 34,975.90 | | | | | | | | | | |
Redeemable equity interest | | — | | — | | 67.9 | | (67.9 | ) | — | | | | | | | | | | |
Redeemable noncontrolling interest | | — | | — | | — | | 67.9 | | 67.9 | | | | | | | | | | |
First Data Corporation stockholder’s (deficit) equity | | (1,395.6 | ) | 21,309.40 | | 5,457.10 | | (26,766.5 | ) | (1,395.6 | ) | | | | | | | | | |
Noncontrolling interests | | — | | — | | 84.2 | | 3,111.30 | | 3,195.50 | | | | | | | | | | |
Equity of consolidated alliance | | — | | — | | 6,323.20 | | (6,323.2 | ) | — | | | | | | | | | | |
Total equity | | (1,395.6 | ) | 21,309.40 | | 11,864.50 | | (29,978.4 | ) | 1,799.90 | | | | | | | | | | |
Total liabilities and equity | | $ | 30,196.30 | | $ | 32,007.30 | | $ | 17,108.30 | | $ | (42,468.2 | ) | $ | 36,843.70 | | | | | | | | | | |
|
| | As of December 31, 2012 | | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Guarantor | Adjustments | | | | | | | | | |
| | Subsidiaries | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 228 | | $ | 37.2 | | $ | 343.1 | | $ | — | | $ | 608.3 | | | | | | | | | | |
Accounts receivable, net of allowance for doubtful accounts | | 4.4 | | 879.7 | | 963.6 | | — | | 1,847.70 | | | | | | | | | | |
Settlement assets (a) | | — | | 5,097.10 | | 4,076.70 | | — | | 9,173.80 | | | | | | | | | | |
Intercompany notes receivable | | — | | — | | 30.8 | | (30.8 | ) | — | | | | | | | | | | |
Other current assets | | 73 | | 145.3 | | 35.3 | | — | | 253.6 | | | | | | | | | | |
Total current assets | | 305.4 | | 6,159.30 | | 5,449.50 | | (30.8 | ) | 11,883.40 | | | | | | | | | | |
Property and equipment, net of accumulated depreciation | | 30.7 | | 561.4 | | 263.7 | | — | | 855.8 | | | | | | | | | | |
Goodwill | | — | | 9,485.30 | | 7,797.20 | | — | | 17,282.50 | | | | | | | | | | |
Customer relationships, net of accumulated amortization | | — | | 2,071.70 | | 1,684.60 | | — | | 3,756.30 | | | | | | | | | | |
Other intangibles, net of accumulated amortization | | 605 | | 619.7 | | 603.9 | | — | | 1,828.60 | | | | | | | | | | |
Investment in affiliates | | — | | 1,375.20 | | 37.9 | | — | | 1,413.10 | | | | | | | | | | |
Long-term settlement assets (a) | | — | | — | | 54.3 | | — | | 54.3 | | | | | | | | | | |
Long-term intercompany receivables | | — | | 5,501.30 | | 1,141.10 | | (6,642.4 | ) | — | | | | | | | | | | |
Long-term intercompany notes receivable | | 3,397.30 | | 270 | | 8.4 | | (3,675.7 | ) | — | | | | | | | | | | |
Long-term deferred tax assets | | 1,028.00 | | — | | — | | (1,028.0 | ) | — | | | | | | | | | | |
Other long-term assets | | 427.1 | | 373.5 | | 108.2 | | (83.8 | ) | 825 | | | | | | | | | | |
Investment in consolidated subsidiaries | | 24,308.90 | | 5,379.50 | | — | | (29,688.4 | ) | — | | | | | | | | | | |
Total assets | | $ | 30,102.40 | | $ | 31,796.90 | | $ | 17,148.80 | | $ | (41,149.1 | ) | $ | 37,899.00 | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 13.8 | | $ | 141.8 | | $ | 105.3 | | $ | — | | $ | 260.9 | | | | | | | | | | |
Short-term and current portion of long-term borrowings | | 15.1 | | 55.1 | | 186.9 | | — | | 257.1 | | | | | | | | | | |
Settlement obligations (a) | | — | | 5,097.10 | | 4,129.20 | | — | | 9,226.30 | | | | | | | | | | |
Intercompany notes payable | | 30.8 | | — | | — | | (30.8 | ) | — | | | | | | | | | | |
Other current liabilities | | 608.1 | | 620.3 | | 372.2 | | — | | 1,600.60 | | | | | | | | | | |
Total current liabilities | | 667.8 | | 5,914.30 | | 4,793.60 | | (30.8 | ) | 11,344.90 | | | | | | | | | | |
Long-term borrowings | | 22,462.30 | | 47.8 | | 18.8 | | — | | 22,528.90 | | | | | | | | | | |
Long-term deferred tax liabilities | | — | | 1,445.10 | | 92.4 | | (1,028.0 | ) | 509.5 | | | | | | | | | | |
Long-term intercompany payables | | 6,642.40 | | — | | — | | (6,642.4 | ) | — | | | | | | | | | | |
Long-term intercompany notes payable | | 276.7 | | 3,315.60 | | 83.4 | | (3,675.7 | ) | — | | | | | | | | | | |
Other long-term liabilities | | 651.7 | | 222.7 | | 31.3 | | (83.8 | ) | 821.9 | | | | | | | | | | |
Total liabilities | | 30,700.90 | | 10,945.50 | | 5,019.50 | | (11,460.7 | ) | 35,205.20 | | | | | | | | | | |
Redeemable equity interest | | — | | — | | 67.4 | | (67.4 | ) | — | | | | | | | | | | |
Redeemable noncontrolling interest | | — | | — | | — | | 67.4 | | 67.4 | | | | | | | | | | |
First Data Corporation stockholder’s (deficit) equity | | (598.5 | ) | 20,851.40 | | 5,583.00 | | (26,434.4 | ) | (598.5 | ) | | | | | | | | | |
Noncontrolling interests | | — | | — | | 70.5 | | 3,154.40 | | 3,224.90 | | | | | | | | | | |
Equity of consolidated alliance | | — | | — | | 6,408.40 | | (6,408.4 | ) | — | | | | | | | | | | |
Total equity | | (598.5 | ) | 20,851.40 | | 12,061.90 | | (29,688.4 | ) | 2,626.40 | | | | | | | | | | |
Total liabilities and equity | | $ | 30,102.40 | | $ | 31,796.90 | | $ | 17,148.80 | | $ | (41,149.1 | ) | $ | 37,899.00 | | | | | | | | | | |
|
(a) The majority of the Guarantor settlement assets relate to FDC’s merchant acquiring business. FDC believes the settlement assets are not available to satisfy any claims other than those related to the settlement liabilities. |
|
| | Nine months ended September 30, 2013 | | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Guarantor | Adjustments | | | | | | | | | |
| | Subsidiaries | | | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (746.0 | ) | $ | 334.1 | | $ | 262.6 | | $ | (474.6 | ) | $ | (623.9 | ) | | | | | | | | | |
Adjustments to reconcile to net cash (used in) provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization (including amortization netted against equity earnings in affiliates and revenues) | | 5.5 | | 568.5 | | 334.1 | | — | | 908.1 | | | | | | | | | | |
Charges (gains) related to other operating expenses and other income (expense) | | 47.2 | | 19.9 | | (0.2 | ) | — | | 66.9 | | | | | | | | | | |
Other non-cash and non-operating items, net | | (303.8 | ) | (173.9 | ) | (2.0 | ) | 474.6 | | (5.1 | ) | | | | | | | | | |
(Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions | | (356.7 | ) | 215.1 | | 127.6 | | — | | (14.0 | ) | | | | | | | | | |
Net cash (used in) provided by operating activities | | (1,353.8 | ) | 963.7 | | 722.1 | | — | | 332 | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | | | | | | | | |
Payments related to other business previously acquired | | — | | 0.2 | | — | | — | | 0.2 | | | | | | | | | | |
Proceeds from dispositions, net of expenses paid and cash disposed | | — | | 6.8 | | 7.7 | | — | | 14.5 | | | | | | | | | | |
Additions to property and equipment | | (0.1 | ) | (63.6 | ) | (68.6 | ) | — | | (132.3 | ) | | | | | | | | | |
Proceeds from sale of property and equipment | | — | | 4.1 | | 0.1 | | — | | 4.2 | | | | | | | | | | |
Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs | | (0.4 | ) | (91.4 | ) | (36.2 | ) | — | | (128.0 | ) | | | | | | | | | |
Distributions and dividends from subsidiaries | | 146.5 | | 131.5 | | — | | (278.0 | ) | — | | | | | | | | | | |
Other investing activities | | 0.3 | | 6 | | 0.9 | | — | | 7.2 | | | | | | | | | | |
Net cash provided by (used in) investing activities | | 146.3 | | (6.4 | ) | (96.1 | ) | (278.0 | ) | (234.2 | ) | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | | | |
Short-term borrowings, net | | 95 | | — | | (98.1 | ) | — | | (3.1 | ) | | | | | | | | | |
Accrued interest funded upon issuance of notes | | (6.5 | ) | — | | — | | — | | (6.5 | ) | | | | | | | | | |
Debt modification (payments) proceeds and related financing costs, net | | (49.0 | ) | — | | — | | — | | (49.0 | ) | | | | | | | | | |
Principal payments on long-term debt | | (15.4 | ) | (49.9 | ) | (7.1 | ) | — | | (72.4 | ) | | | | | | | | | |
Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | (30.6 | ) | (125.9 | ) | (156.5 | ) | | | | | | | | | |
Distributions paid to equity holders | | — | | — | | (257.4 | ) | 257.4 | | — | | | | | | | | | | |
Redemption of Parent’s redeemable common stock | | (7.5 | ) | — | | — | | — | | (7.5 | ) | | | | | | | | | |
Purchase of noncontrolling interest | | — | | — | | (23.7 | ) | — | | (23.7 | ) | | | | | | | | | |
Cash dividends | | (21.5 | ) | — | | (146.5 | ) | 146.5 | | (21.5 | ) | | | | | | | | | |
Intercompany | | 991.2 | | (914.0 | ) | (77.2 | ) | — | | — | | | | | | | | | | |
Net cash provided by (used in) financing activities | | 986.3 | | (963.9 | ) | (640.6 | ) | 278 | | (340.2 | ) | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | — | | 1.6 | | (8.9 | ) | — | | (7.3 | ) | | | | | | | | | |
Change in cash and cash equivalents | | (221.2 | ) | (5.0 | ) | (23.5 | ) | — | | (249.7 | ) | | | | | | | | | |
Cash and cash equivalents at beginning of period | | 228 | | 37.2 | | 343.1 | | — | | 608.3 | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 6.8 | | $ | 32.2 | | $ | 319.6 | | $ | — | | $ | 358.6 | | | | | | | | | | |
|
| | Nine months ended September 30, 2012 | | | | | | | | | | |
(As Corrected) | | | | | | | | | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | | | | | | | | | | |
Company | Subsidiaries | Guarantor | Adjustments | | | | | | | | | |
| | Subsidiaries | | | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (521.9 | ) | $ | 332.8 | | $ | 282.7 | | $ | (496.9 | ) | $ | (403.3 | ) | | | | | | | | | |
Adjustments to reconcile to net cash (used in) provided by operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization (including amortization netted against equity earnings in affiliates and revenues) | | 6 | | 638.4 | | 359.7 | | — | | 1,004.10 | | | | | | | | | | |
Charges related to other operating expenses and other income (expense) | | 78.5 | | 20.9 | | 12.7 | | — | | 112.1 | | | | | | | | | | |
Other non-cash and non-operating items, net | | (346.1 | ) | (194.1 | ) | 5.5 | | 496.9 | | (37.8 | ) | | | | | | | | | |
(Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions | | (483.8 | ) | 347.2 | | (0.3 | ) | — | | (136.9 | ) | | | | | | | | | |
Net cash (used in) provided by operating activities | | (1,267.3 | ) | 1,145.20 | | 660.3 | | — | | 538.2 | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | | | | | | | | |
Current period acquisitions | | — | | (1.9 | ) | — | | — | | (1.9 | ) | | | | | | | | | |
Contributions to equity method investments | | — | | (7.9 | ) | — | | — | | (7.9 | ) | | | | | | | | | |
Payments related to other businesses previously acquired | | — | | (3.2 | ) | — | | — | | (3.2 | ) | | | | | | | | | |
Additions to property and equipment | | (1.7 | ) | (67.3 | ) | (67.3 | ) | — | | (136.3 | ) | | | | | | | | | |
Proceeds from sale of property and equipment | | — | | 6.9 | | 0.9 | | — | | 7.8 | | | | | | | | | | |
Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs | | (0.7 | ) | (117.1 | ) | (23.4 | ) | — | | (141.2 | ) | | | | | | | | | |
Distributions and dividends from subsidiaries | | 87 | | 161.6 | | — | | (248.6 | ) | — | | | | | | | | | | |
Other investing activities | | 1.9 | | 0.5 | | 4.9 | | — | | 7.3 | | | | | | | | | | |
Net cash provided by (used in) investing activities | | 86.5 | | (28.4 | ) | (84.9 | ) | (248.6 | ) | (275.4 | ) | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | | | |
Short-term borrowings, net | | — | | — | | (22.0 | ) | — | | (22.0 | ) | | | | | | | | | |
Accrued interest funded upon issuance of notes | | 6.5 | | — | | — | | — | | 6.5 | | | | | | | | | | |
Debt modification proceeds and related financing costs, net | | 10.8 | | — | | — | | — | | 10.8 | | | | | | | | | | |
Principal payments on long-term debt | | (0.2 | ) | (44.9 | ) | (15.1 | ) | — | | (60.2 | ) | | | | | | | | | |
Proceeds from sale-leaseback transactions | | — | | 13.8 | | — | | — | | 13.8 | | | | | | | | | | |
Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | (45.4 | ) | (153.6 | ) | (199.0 | ) | | | | | | | | | |
Distributions paid to equity holders | | — | | — | | (313.2 | ) | 313.2 | | — | | | | | | | | | | |
Redemption of Parent’s redeemable common stock | | (0.5 | ) | — | | — | | — | | (0.5 | ) | | | | | | | | | |
Purchase of noncontrolling interest | | — | | — | | (25.1 | ) | — | | (25.1 | ) | | | | | | | | | |
Cash dividends | | (5.1 | ) | — | | (89.0 | ) | 89 | | (5.1 | ) | | | | | | | | | |
Intercompany | | 1,137.10 | | (1,098.2 | ) | (38.9 | ) | — | | — | | | | | | | | | | |
Net cash provided by (used in) financing activities | | 1,148.60 | | (1,129.3 | ) | (548.7 | ) | 248.6 | | (280.8 | ) | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | — | | (4.0 | ) | 6.5 | | — | | 2.5 | | | | | | | | | | |
Change in cash and cash equivalents | | (32.2 | ) | (16.5 | ) | 33.2 | | — | | (15.5 | ) | | | | | | | | | |
Cash and cash equivalents at beginning of period | | 162.2 | | 37.1 | | 286.4 | | — | | 485.7 | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 130 | | $ | 20.6 | | $ | 319.6 | | $ | — | | $ | 470.2 | | | | | | | | | | |
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