Supplemental Guarantor Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2013 |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
Note 19: Supplemental Guarantor Condensed Consolidating Financial Statements |
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As described in Note 8 of these Consolidated Financial Statements, FDC’s 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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The following tables present the results of operations, financial position and cash flows of FDC (“FDC Parent Company”), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and consolidation adjustments for the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012 to arrive at the information for FDC on a consolidated basis. |
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| | Year ended December 31, 2013 | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | |
Company | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
Revenues: | | | | | | | | | | | |
Transaction and processing service fees | | $ | — | | $ | 4,196.80 | | $ | 2,495.00 | | $ | (227.5 | ) | $ | 6,464.30 | |
Product sales and other | | — | | 545.2 | | 351.5 | | (59.5 | ) | 837.2 | |
Reimbursable debit network fees, postage and other | | — | | 2,516.20 | | 991.2 | | — | | 3,507.40 | |
| | — | | 7,258.20 | | 3,837.70 | | (287.0 | ) | 10,808.90 | |
Expenses: | | | | | | | | | | | |
Cost of services (exclusive of items shown below) | | — | | 1,823.90 | | 1,212.40 | | (227.5 | ) | 2,808.80 | |
Cost of products sold | | — | | 247.7 | | 145.8 | | (59.5 | ) | 334 | |
Selling, general and administrative | | 115 | | 1,232.70 | | 541.1 | | — | | 1,888.80 | |
Reimbursable debit network fees, postage and other | | — | | 2,516.20 | | 991.2 | | — | | 3,507.40 | |
Depreciation and amortization | | 7.3 | | 654.4 | | 429.6 | | — | | 1,091.30 | |
Other operating expenses: | | | | | | | | | | | |
Restructuring, net | | 18.1 | | 26.5 | | 3.4 | | — | | 48 | |
Litigation and regulatory settlements | | 8 | | — | | — | | — | | 8 | |
| | 148.4 | | 6,501.40 | | 3,323.50 | | (287.0 | ) | 9,686.30 | |
Operating (loss) profit | | (148.4 | ) | 756.8 | | 514.2 | | — | | 1,122.60 | |
Interest income | | 0.1 | | 0.1 | | 10.9 | | — | | 11.1 | |
Interest expense | | (1,863.5 | ) | (9.9 | ) | (7.3 | ) | — | | (1,880.7 | ) |
Interest income (expense) from intercompany notes | | 315 | | (311.0 | ) | (4.0 | ) | — | | — | |
Other income (expense) | | (53.2 | ) | (2.8 | ) | 9.1 | | — | | (46.9 | ) |
Equity earnings from consolidated subsidiaries | | 578.6 | | 162.1 | | — | | (740.7 | ) | — | |
| | (1,023.0 | ) | (161.5 | ) | 8.7 | | (740.7 | ) | (1,916.5 | ) |
(Loss) income before income taxes and equity earnings in affiliates | | (1,171.4 | ) | 595.3 | | 522.9 | | (740.7 | ) | (793.9 | ) |
Income tax (benefit) expense | | (302.3 | ) | 300.6 | | 88.2 | | — | | 86.5 | |
Equity earnings in affiliates | | — | | 187.9 | | 0.4 | | — | | 188.3 | |
Net (loss) income | | (869.1 | ) | 482.6 | | 435.1 | | (740.7 | ) | (692.1 | ) |
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 56.1 | | 120.9 | | 177 | |
Net (loss) income attributable to First Data Corporation | | $ | (869.1 | ) | $ | 482.6 | | $ | 379 | | $ | (861.6 | ) | $ | (869.1 | ) |
Comprehensive (loss) income | | $ | (905.6 | ) | $ | 453.1 | | $ | 340.2 | | $ | (614.9 | ) | $ | (727.2 | ) |
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 57.5 | | 120.9 | | 178.4 | |
Comprehensive (loss) income attributable to First Data Corporation | | $ | (905.6 | ) | $ | 453.1 | | $ | 282.7 | | $ | (735.8 | ) | $ | (905.6 | ) |
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FIRST DATA CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) |
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| | Year ended December 31, 2012 | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | |
Company | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
Revenues: | | | | | | | | | | | |
Transaction and processing service fees | | $ | — | | $ | 4,180.50 | | $ | 2,471.80 | | $ | (200.2 | ) | $ | 6,452.10 | |
Product sales and other | | — | | 569.8 | | 355.8 | | (58.9 | ) | 866.7 | |
Reimbursable debit network fees, postage and other | | — | | 2,430.30 | | 953.8 | | (22.6 | ) | 3,361.50 | |
| | — | | 7,180.60 | | 3,781.40 | | (281.7 | ) | 10,680.30 | |
Expenses: | | | | | | | | | | | |
Cost of services (exclusive of items shown below) | | — | | 1,829.60 | | 1,234.10 | | (200.2 | ) | 2,863.50 | |
Cost of products sold | | — | | 252.9 | | 142.3 | | (58.9 | ) | 336.3 | |
Selling, general and administrative | | 89.4 | | 1,217.30 | | 518.7 | | — | | 1,825.40 | |
Reimbursable debit network fees, postage and other | | — | | 2,430.30 | | 953.8 | | (22.6 | ) | 3,361.50 | |
Depreciation and amortization | | 8.1 | | 718.9 | | 464.6 | | — | | 1,191.60 | |
Other operating expenses: | | | | | | | | | | | |
Restructuring, net | | (0.2 | ) | 7.6 | | 15.7 | | — | | 23.1 | |
Impairments | | — | | 5.1 | | — | | — | | 5.1 | |
| | 97.3 | | 6,461.70 | | 3,329.20 | | (281.7 | ) | 9,606.50 | |
Operating (loss) profit | | (97.3 | ) | 718.9 | | 452.2 | | — | | 1,073.80 | |
Interest income | | 0.1 | | 0.3 | | 8.4 | | — | | 8.8 | |
Interest expense | | (1,880.4 | ) | (7.3 | ) | (10.1 | ) | — | | (1,897.8 | ) |
Interest income (expense) from intercompany notes | | 313 | | (320.0 | ) | 7 | | — | | — | |
Other income (expense) | | (102.1 | ) | (8.1 | ) | 15.9 | | — | | (94.3 | ) |
Equity earnings from consolidated subsidiaries | | 522.6 | | 179.7 | | — | | (702.3 | ) | — | |
| | (1,146.8 | ) | (155.4 | ) | 21.2 | | (702.3 | ) | (1,983.3 | ) |
(Loss) income before income taxes and equity earnings in affiliates | | (1,244.1 | ) | 563.5 | | 473.4 | | (702.3 | ) | (909.5 | ) |
Income tax (benefit) expense | | (543.2 | ) | 273.7 | | 45.5 | | — | | (224.0 | ) |
Equity earnings in affiliates | | — | | 157.4 | | 0.8 | | — | | 158.2 | |
Net (loss) income | | (700.9 | ) | 447.2 | | 428.7 | | (702.3 | ) | (527.3 | ) |
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 61.9 | | 111.7 | | 173.6 | |
Net (loss) income attributable to First Data Corporation | | $ | (700.9 | ) | $ | 447.2 | | $ | 366.8 | | $ | (814.0 | ) | $ | (700.9 | ) |
Comprehensive (loss) income | | $ | (654.7 | ) | $ | 448.6 | | $ | 421.5 | | $ | (693.2 | ) | $ | (477.8 | ) |
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 65.2 | | 111.7 | | 176.9 | |
Comprehensive (loss) income attributable to First Data Corporation | | $ | (654.7 | ) | $ | 448.6 | | $ | 356.3 | | $ | (804.9 | ) | $ | (654.7 | ) |
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| | Year ended December 31, 2011 | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | |
Company | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
Revenues: | | | | | | | | | | | |
Transaction and processing service fees | | $ | — | | $ | 4,055.90 | | $ | 2,437.10 | | $ | (163.0 | ) | $ | 6,330.00 | |
Product sales and other | | — | | 551.4 | | 358.2 | | (57.5 | ) | 852.1 | |
Reimbursable debit network fees, postage and other | | — | | 2,445.00 | | 1,159.10 | | (72.6 | ) | 3,531.50 | |
| | — | | 7,052.30 | | 3,954.40 | | (293.1 | ) | 10,713.60 | |
Expenses: | | | | | | | | | | | |
Cost of services (exclusive of items shown below) | | — | | 1,896.40 | | 1,155.00 | | (163.0 | ) | 2,888.40 | |
Cost of products sold | | — | | 274.7 | | 152.4 | | (57.5 | ) | 369.6 | |
Selling, general and administrative | | 107.8 | | 1,095.40 | | 490.5 | | — | | 1,693.70 | |
Reimbursable debit network fees, postage and other | | — | | 2,445.00 | | 1,159.10 | | (72.6 | ) | 3,531.50 | |
Depreciation and amortization | | 8.3 | | 743.1 | | 493.6 | | — | | 1,245.00 | |
Other operating expenses: | | | | | | | | | | | |
Restructuring, net | | (0.6 | ) | 23.1 | | 23.9 | | — | | 46.4 | |
Litigation and regulatory settlements | | (2.5 | ) | — | | — | | — | | (2.5 | ) |
| | 113 | | 6,477.70 | | 3,474.50 | | (293.1 | ) | 9,772.10 | |
Operating (loss) profit | | (113.0 | ) | 574.6 | | 479.9 | | — | | 941.5 | |
Interest income | | 0.3 | | 0.6 | | 7 | | — | | 7.9 | |
Interest expense | | (1,812.9 | ) | (7.6 | ) | (12.6 | ) | — | | (1,833.1 | ) |
Interest income (expense) from intercompany notes | | 306.7 | | (311.9 | ) | 5.2 | | — | | — | |
Other income (expense) | | 59 | | 68.4 | | (3.3 | ) | — | | 124.1 | |
Equity earnings from consolidated subsidiaries | | 452.2 | | 133.9 | | — | | (586.1 | ) | — | |
| | (994.7 | ) | (116.6 | ) | (3.7 | ) | (586.1 | ) | (1,701.1 | ) |
(Loss) income before income taxes and equity earnings in affiliates | | (1,107.7 | ) | 458 | | 476.2 | | (586.1 | ) | (759.6 | ) |
Income tax (benefit) expense | | (591.6 | ) | 243.4 | | 78.1 | | — | | (270.1 | ) |
Equity earnings in affiliates | | — | | 153.6 | | (0.2 | ) | — | | 153.4 | |
Net (loss) income | | (516.1 | ) | 368.2 | | 397.9 | | (586.1 | ) | (336.1 | ) |
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 59.6 | | 120.4 | | 180 | |
Net (loss) income attributable to First Data Corporation | | $ | (516.1 | ) | $ | 368.2 | | $ | 338.3 | | $ | (706.5 | ) | $ | (516.1 | ) |
Comprehensive (loss) income | | $ | (477.6 | ) | $ | 418.2 | | $ | 319 | | $ | (564.1 | ) | $ | (304.5 | ) |
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | 52.7 | | 120.4 | | 173.1 | |
Comprehensive (loss) income attributable to First Data Corporation | | $ | (477.6 | ) | $ | 418.2 | | $ | 266.3 | | $ | (684.5 | ) | $ | (477.6 | ) |
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| | As of December 31, 2013 | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | |
Company | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 36.5 | | $ | 43.7 | | $ | 345.1 | | $ | — | | $ | 425.3 | |
Accounts receivable, net of allowance for doubtful accounts | | 5.8 | | 878.6 | | 879.5 | | — | | 1,763.90 | |
Settlement assets (a) | | — | | 3,987.40 | | 3,554.40 | | — | | 7,541.80 | |
Intercompany notes receivable | | 21.3 | | — | | 16.8 | | (38.1 | ) | — | |
Other current assets | | 64 | | 205.7 | | 75.4 | | — | | 345.1 | |
Total current assets | | 127.6 | | 5,115.40 | | 4,871.20 | | (38.1 | ) | 10,076.10 | |
Property and equipment, net of accumulated depreciation | | 27.9 | | 576.8 | | 244.7 | | — | | 849.4 | |
Goodwill | | — | | 9,515.00 | | 7,732.80 | | — | | 17,247.80 | |
Customer relationships, net of accumulated amortization | | — | | 1,751.60 | | 1,410.70 | | — | | 3,162.30 | |
Other intangibles, net of accumulated amortization | | 604.8 | | 537.6 | | 577.2 | | — | | 1,719.60 | |
Investment in affiliates | | — | | 1,304.70 | | 29.6 | | — | | 1,334.30 | |
Long-term settlement assets (a) | | — | | — | | 15.2 | | — | | 15.2 | |
Long-term intercompany receivables | | 4,817.60 | | 11,225.90 | | 3,694.60 | | (19,738.1 | ) | — | |
Long-term intercompany notes receivable | | 3,536.50 | | 288.7 | | 0.4 | | (3,825.6 | ) | — | |
Long-term deferred tax assets | | 850.1 | | — | | — | | (850.1 | ) | — | |
Other long-term assets | | 361.1 | | 447 | | 136.3 | | (109.3 | ) | 835.1 | |
Investment in consolidated subsidiaries | | 24,902.40 | | 5,314.00 | | — | | (30,216.4 | ) | — | |
Total assets | | $ | 35,228.00 | | $ | 36,076.70 | | $ | 18,712.70 | | $ | (54,777.6 | ) | $ | 35,239.80 | |
LIABILITIES AND EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 9.6 | | $ | 185.9 | | $ | 92.3 | | $ | — | | $ | 287.8 | |
Short-term and current portion of long-term borrowings | | 4.2 | | 66.3 | | 75.8 | | — | | 146.3 | |
Settlement obligations (a) | | — | | 3,987.40 | | 3,566.00 | | — | | 7,553.40 | |
Intercompany notes payable | | 16.8 | | 21.3 | | — | | (38.1 | ) | — | |
Other current liabilities | | 686.3 | | 613.9 | | 330.3 | | — | | 1,630.50 | |
Total current liabilities | | 716.9 | | 4,874.80 | | 4,064.40 | | (38.1 | ) | 9,618.00 | |
Long-term borrowings | | 22,469.10 | | 77.3 | | 10.4 | | — | | 22,556.80 | |
Long-term deferred tax liabilities | | — | | 1,287.10 | | 116 | | (850.1 | ) | 553 | |
Long-term intercompany payables | | 12,681.20 | | 4,578.10 | | 2,478.80 | | (19,738.1 | ) | — | |
Long-term intercompany notes payable | | 290.1 | | 3,452.00 | | 83.5 | | (3,825.6 | ) | — | |
Other long-term liabilities | | 560.3 | | 235.6 | | 63.5 | | (109.3 | ) | 750.1 | |
Total liabilities | | 36,717.60 | | 14,504.90 | | 6,816.60 | | (24,561.2 | ) | 33,477.90 | |
Redeemable equity interest | | — | | — | | 69.1 | | (69.1 | ) | — | |
Redeemable noncontrolling interest | | — | | — | | — | | 69.1 | | 69.1 | |
First Data Corporation stockholder’s (deficit) equity | | (1,489.6 | ) | 21,571.80 | | 5,451.30 | | (27,023.1 | ) | (1,489.6 | ) |
Noncontrolling interests | | — | | — | | 89.5 | | 3,092.90 | | 3,182.40 | |
Equity of consolidated alliance | | — | | — | | 6,286.20 | | (6,286.2 | ) | — | |
Total equity | | (1,489.6 | ) | 21,571.80 | | 11,827.00 | | (30,216.4 | ) | 1,692.80 | |
Total liabilities and equity | | $ | 35,228.00 | | $ | 36,076.70 | | $ | 18,712.70 | | $ | (54,777.6 | ) | $ | 35,239.80 | |
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| | 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 | | 4,766.30 | | 9,605.70 | | 3,607.30 | | (17,979.3 | ) | — | |
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 | | $ | 34,868.70 | | $ | 35,901.30 | | $ | 19,615.00 | | $ | (52,486.0 | ) | $ | 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 | | 11,408.70 | | 4,104.40 | | 2,466.20 | | (17,979.3 | ) | — | |
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 | | 35,467.20 | | 15,049.90 | | 7,485.70 | | (22,797.6 | ) | 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 | | $ | 34,868.70 | | $ | 35,901.30 | | $ | 19,615.00 | | $ | (52,486.0 | ) | $ | 37,899.00 | |
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(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. |
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| | Year ended December 31, 2013 | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | |
Company | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | |
Net (loss) income | | $ | (869.1 | ) | $ | 482.6 | | $ | 435.1 | | $ | (740.7 | ) | $ | (692.1 | ) |
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) | | 7.3 | | 758.9 | | 445.7 | | — | | 1,211.90 | |
Charges (gains) related to other operating expenses and other income (expense) | | 79.3 | | 29.3 | | (5.7 | ) | — | | 102.9 | |
Other non-cash and non-operating items, net | | (497.5 | ) | (244.0 | ) | (8.0 | ) | 740.7 | | (8.8 | ) |
(Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions | | (452.5 | ) | 422.8 | | 88.5 | | — | | 58.8 | |
Net cash (used in) provided by operating activities | | (1,732.5 | ) | 1,449.60 | | 955.6 | | — | | 672.7 | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Current year acquisitions, net of cash acquired | | (12.2 | ) | 0.1 | | — | | — | | (12.1 | ) |
Payments related to other businesses previously acquired | | — | | 0.2 | | — | | — | | 0.2 | |
Proceeds from dispositions, net of expenses paid and cash disposed | | — | | 10.4 | | 7.7 | | — | | 18.1 | |
Proceeds from sale of property and equipment | | — | | 4.7 | | 7.1 | | — | | 11.8 | |
Additions to property and equipment | | (0.4 | ) | (88.7 | ) | (105.0 | ) | — | | (194.1 | ) |
Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs | | (0.9 | ) | (124.0 | ) | (59.5 | ) | — | | (184.4 | ) |
Distributions and dividends from subsidiaries | | 177.5 | | 190.6 | | — | | (368.1 | ) | — | |
Other investing activities | | 0.3 | | 6.1 | | 1 | | — | | 7.4 | |
Net cash provided by (used in) investing activities | | 164.3 | | (0.6 | ) | (148.7 | ) | (368.1 | ) | (353.1 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Short-term borrowings, net | | — | | — | | (109.6 | ) | — | | (109.6 | ) |
Accrued interest funded upon issuance of notes | | 48.7 | | — | | — | | — | | 48.7 | |
Debt modification proceeds and related financing costs | | (59.0 | ) | — | | — | | — | | (59.0 | ) |
Principal payments on long-term debt | | (16.5 | ) | (66.7 | ) | (9.0 | ) | — | | (92.2 | ) |
Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | (42.0 | ) | (182.5 | ) | (224.5 | ) |
Distributions paid to equity holders | | — | | — | | (373.1 | ) | 373.1 | | — | |
Purchase of noncontrolling interest | | — | | — | | (23.7 | ) | — | | (23.7 | ) |
Capital contributed by Parent | | 6.5 | | — | | — | | — | | 6.5 | |
Redemption of Parent’s redeemable common stock | | (8.3 | ) | — | | — | | — | | (8.3 | ) |
Cash dividends | | (28.0 | ) | — | | (177.5 | ) | 177.5 | | (28.0 | ) |
Intercompany | | 1,433.30 | | (1,374.5 | ) | (58.8 | ) | — | | — | |
Net cash provided by (used in) financing activities | | 1,376.70 | | (1,441.2 | ) | (793.7 | ) | 368.1 | | (490.1 | ) |
Effect of exchange rate changes on cash and cash equivalents | | — | | (1.3 | ) | (11.2 | ) | — | | (12.5 | ) |
Change in cash and cash equivalents | | (191.5 | ) | 6.5 | | 2 | | — | | (183.0 | ) |
Cash and cash equivalents at beginning of period | | 228 | | 37.2 | | 343.1 | | — | | 608.3 | |
Cash and cash equivalents at end of period | | $ | 36.5 | | $ | 43.7 | | $ | 345.1 | | $ | — | | $ | 425.3 | |
|
| Year ended December 31, 2012 | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | |
Company | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | |
Net (loss) income | | $ | (700.9 | ) | $ | 447.2 | | $ | 428.7 | | $ | (702.3 | ) | $ | (527.3 | ) |
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) | | 8.1 | | 844.5 | | 478.3 | | — | | 1,330.90 | |
Charges (gains) related to other operating expenses and other income (expense) | | 101.9 | | 20.8 | | (0.2 | ) | — | | 122.5 | |
Other non-cash and non-operating items, net | | (483.9 | ) | (265.8 | ) | 7.2 | | 702.3 | | (40.2 | ) |
(Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions | | (606.0 | ) | 634.5 | | (147.0 | ) | — | | (118.5 | ) |
Net cash (used in) provided by operating activities | | (1,680.8 | ) | 1,681.20 | | 767 | | — | | 767.4 | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Current year acquisitions, net of cash acquired | | (33.0 | ) | 0.1 | | — | | — | | (32.9 | ) |
Contributions to equity method investments | | — | | (7.9 | ) | — | | — | | (7.9 | ) |
Payments related to other businesses previously acquired | | — | | (4.4 | ) | — | | — | | (4.4 | ) |
Proceeds from sale of property and equipment | | — | | 7.1 | | 0.9 | | — | | 8 | |
Additions to property and equipment | | (2.6 | ) | (88.9 | ) | (101.6 | ) | — | | (193.1 | ) |
Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs | | (0.8 | ) | (137.8 | ) | (38.6 | ) | — | | (177.2 | ) |
Other investing activities | | 228.3 | | 219 | | 6.7 | | (443.6 | ) | 10.4 | |
Net cash provided by (used in) investing activities | | 191.9 | | (12.8 | ) | (132.6 | ) | (443.6 | ) | (397.1 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Short-term borrowings, net | | — | | — | | 99.1 | | — | | 99.1 | |
Accrued interest funded upon issuance of notes | | 6.5 | | — | | — | | — | | 6.5 | |
Debt modification and related financing costs | | 10.8 | | — | | — | | — | | 10.8 | |
Principal payments on long-term debt | | (3.4 | ) | (56.2 | ) | (23.7 | ) | — | | (83.3 | ) |
Proceeds from sale-leaseback transactions | | — | | 13.8 | | — | | — | | 13.8 | |
Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | (54.0 | ) | (207.9 | ) | (261.9 | ) |
Distributions paid to equity holders | | — | | — | | (424.0 | ) | 424 | | — | |
Purchase of noncontrolling interest | | — | | — | | (25.1 | ) | — | | (25.1 | ) |
Redemption of Parent’s redeemable common stock | | (1.7 | ) | — | | — | | — | | (1.7 | ) |
Cash dividends | | (6.7 | ) | — | | (227.5 | ) | 227.5 | | (6.7 | ) |
Intercompany | | 1,549.20 | | (1,621.7 | ) | 72.5 | | — | | — | |
Net cash provided by (used in) financing activities | | 1,554.70 | | (1,664.1 | ) | (582.7 | ) | 443.6 | | (248.5 | ) |
Effect of exchange rate changes on cash and cash equivalents | | — | | (4.2 | ) | 5 | | — | | 0.8 | |
Change in cash and cash equivalents | | 65.8 | | 0.1 | | 56.7 | | — | | 122.6 | |
Cash and cash equivalents at beginning of period | | 162.2 | | 37.1 | | 286.4 | | — | | 485.7 | |
Cash and cash equivalents at end of period | | $ | 228 | | $ | 37.2 | | $ | 343.1 | | $ | — | | $ | 608.3 | |
|
| | Year ended December 31, 2011 | |
(in millions) | | FDC Parent | | Guarantor | | Non- | | Consolidation | | Consolidated | |
Company | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | |
Net (loss) income | | $ | (516.1 | ) | $ | 368.2 | | $ | 397.9 | | $ | (586.1 | ) | $ | (336.1 | ) |
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) | | 8.3 | | 827.4 | | 508.5 | | — | | 1,344.20 | |
(Gains) charges related to other operating expenses and other income (expense) | | (59.6 | ) | (45.3 | ) | 27.2 | | — | | (77.7 | ) |
Other non-cash and non-operating items, net | | (360.3 | ) | (209.5 | ) | 11.4 | | 586.1 | | 27.7 | |
(Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions | | (527.3 | ) | 555.8 | | 129 | | — | | 157.5 | |
Net cash (used in) provided by operating activities | | (1,455.0 | ) | 1,496.60 | | 1,074.00 | | — | | 1,115.60 | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Current year acquisitions, net of cash acquired | | — | | (19.1 | ) | (0.1 | ) | — | | (19.2 | ) |
Contributions to equity method investments | | — | | (161.5 | ) | — | | — | | (161.5 | ) |
Payments related to other businesses previously acquired | | — | | — | | 3.2 | | — | | 3.2 | |
Proceeds from dispositions, net of expenses paid and cash disposed | | — | | — | | 1.7 | | — | | 1.7 | |
Proceeds from sale of property and equipment | | — | | 14.3 | | 2.8 | | — | | 17.1 | |
Additions to property and equipment | | (4.6 | ) | (101.3 | ) | (97.0 | ) | — | | (202.9 | ) |
Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs | | (1.0 | ) | (161.6 | ) | (39.3 | ) | — | | (201.9 | ) |
Distributions and dividends from subsidiaries | | 109.7 | | 294.5 | | — | | (404.2 | ) | — | |
Other investing activities | | 1.5 | | 6.9 | | (3.5 | ) | — | | 4.9 | |
Net cash provided by (used in) investing activities | | 105.6 | | (127.8 | ) | (132.2 | ) | (404.2 | ) | (558.6 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Short-term borrowings, net | | — | | — | | (107.3 | ) | — | | (107.3 | ) |
Debt modification and related financing costs | | (39.7 | ) | — | | — | | — | | (39.7 | ) |
Principal payments on long-term debt | | (32.9 | ) | (52.7 | ) | (18.9 | ) | — | | (104.5 | ) |
Proceeds from sale-leaseback transactions | | — | | 2.5 | | 11.7 | | — | | 14.2 | |
Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest | | — | | — | | (44.2 | ) | (283.1 | ) | (327.3 | ) |
Contributions from noncontrolling interest | | — | | — | | 0.8 | | — | | 0.8 | |
Distributions paid to equity holders | | — | | — | | (577.6 | ) | 577.6 | | — | |
Redemption of Parent’s redeemable common stock | | (0.5 | ) | — | | — | | — | | (0.5 | ) |
Cash dividends | | (0.2 | ) | — | | (109.7 | ) | 109.7 | | (0.2 | ) |
Intercompany | | 1,420.80 | | (1,288.4 | ) | (132.4 | ) | — | | — | |
Net cash provided by (used in) financing activities | | 1,347.50 | | (1,338.6 | ) | (977.6 | ) | 404.2 | | (564.5 | ) |
Effect of exchange rate changes on cash and cash equivalents | | — | | (14.2 | ) | (2.1 | ) | — | | (16.3 | ) |
Change in cash and cash equivalents | | (1.9 | ) | 16 | | (37.9 | ) | — | | (23.8 | ) |
Cash and cash equivalents at beginning of period | | 164.1 | | 21.1 | | 324.3 | | — | | 509.5 | |
Cash and cash equivalents at end of period | | $ | 162.2 | | $ | 37.1 | | $ | 286.4 | | $ | — | | $ | 485.7 | |
|