Supplemental Guarantor Condensed Consolidating Financial Statements | Supplemental Guarantor Condensed Consolidating Financial Statements As described in note 6 "Borrowings" in the Company's audited consolidated financial statements for the year ended December 31, 2014 , included in the Company's Prospectus filed with the Securities and Exchange Commission on October 15, 2015 pursuant to Rule 424(b), the Company’s 12.625% senior notes, 11.25% senior notes, 10.625% senior notes, and 11.75% senior subordinated notes are guaranteed by most of the existing and future, direct and indirect, wholly owned, domestic subsidiaries of the Company (Guarantors). The Guarantors guarantee the senior secured revolving credit facility, senior secured term loan facility, the 5.375% 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 the Company’s guarantor subsidiaries to the extent of the value of the collateral. The Guarantors guarantee the 8.25% and 8.75% senior second lien notes which rank senior in right of payment to all existing and future unsecured indebtedness of the Company’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 the Company’s guarantor subsidiaries. The 11.75% senior subordinated note guarantees are unsecured and ranks equally in right of payment with all existing and future senior subordinated indebtedness of the guarantor subsidiaries. All of the above guarantees are full, unconditional, and joint and several and each of the Guarantors is 100% owned, directly or indirectly, by the Company. None of the other subsidiaries of the Company, either direct or indirect, guarantee the notes (Non-Guarantors). The Guarantors are subject to release under certain circumstances as described below. 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 under the following circumstances: • the Guarantor ceases to be a “restricted subsidiary” for purpose of the agreement because the Company 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; or • the Guarantor is no longer wholly owned by the Company subject to the value of all Guarantors released under this provision does not exceed (x) 10% of the Company’s Covenant EBITDA plus (y) the amount of investments permitted under the agreement in respect of non-guarantors. 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: • 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. The following tables present the results of operations, comprehensive income, financial position and cash flows of the Company (FDC Parent Company), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and consolidation adjustments for the period presented to arrive at the information for the Company on a consolidated basis. CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended September 30, 2015 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ — $ 1,002 $ 753 $ (82 ) $ 1,673 Product sales and other — 197 131 (19 ) 309 Reimbursable PIN debit fees, postage, and other — 646 292 — 938 Total revenues — 1,845 1,176 (101 ) 2,920 Expenses: Cost of services (exclusive of items shown below) — 413 355 (82 ) 686 Cost of products sold — 68 47 (19 ) 96 Selling, general, and administrative 22 299 200 — 521 Reimbursable PIN debit fees, postage, and other — 646 292 — 938 Depreciation and amortization 1 158 98 — 257 Other operating expenses: Restructuring, net 1 10 9 — 20 Total expenses 24 1,594 1,001 (101 ) 2,518 Operating (loss) profit (24 ) 251 175 — 402 Interest income — — 1 — 1 Interest expense (386 ) (2 ) (1 ) — (389 ) Loss on debt extinguishment (108 ) — — — (108 ) Interest income (expense) from intercompany notes 65 (68 ) 3 — — Other income (expense) (18 ) — 8 — (10 ) Equity earnings from consolidated subsidiaries 570 111 — (681 ) — 123 41 11 (681 ) (506 ) Income (loss) before income taxes and equity earnings in affiliates 99 292 186 (681 ) (104 ) Income tax (benefit) expense 225 (197 ) 4 — 32 Equity earnings in affiliates — 55 6 — 61 Net income (loss) (126 ) 544 188 (681 ) (75 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 15 36 51 Net (loss) income attributable to First Data Corporation $ (126 ) $ 544 $ 173 $ (717 ) $ (126 ) Comprehensive income (loss) $ (214 ) $ 494 $ 83 $ (525 ) $ (162 ) Less: Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interest — — 15 36 51 Comprehensive income (loss) attributable to First Data Corporation $ (214 ) $ 494 $ 68 $ (561 ) $ (213 ) Nine months ended September 30, 2015 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ — $ 2,896 $ 2,242 $ (232 ) $ 4,906 Product sales and other — 538 354 (48 ) 844 Reimbursable PIN debit fees, postage, and other — 1,874 863 — 2,737 Total revenues — 5,308 3,459 (280 ) 8,487 Expenses: Cost of services (exclusive of items shown below) — 1,190 1,097 (232 ) 2,055 Cost of products sold — 181 124 (48 ) 257 Selling, general, and administrative 81 876 610 — 1,567 Reimbursable PIN debit fees, postage, and other — 1,874 863 — 2,737 Depreciation and amortization 10 459 291 — 760 Other operating expenses: Restructuring, net 7 14 19 — 40 Total expenses 98 4,594 3,004 (280 ) 7,416 Operating (loss) profit (98 ) 714 455 — 1,071 Interest income — — 3 — 3 Interest expense (1,191 ) (8 ) (3 ) — (1,202 ) Loss on debt extinguishment (108 ) — — — (108 ) Interest income (expense) from intercompany notes 223 (224 ) 1 — — Other income (expense) 21 3 (23 ) — 1 Equity earnings from consolidated subsidiaries 877 234 — (1,111 ) — (178 ) 5 (22 ) (1,111 ) (1,306 ) (Loss) income before income taxes and equity earnings in affiliates (276 ) 719 433 (1,111 ) (235 ) Income tax (benefit) expense (12 ) 3 54 — 45 Equity earnings in affiliates — 158 17 — 175 Net (loss) income (264 ) 874 396 (1,111 ) (105 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 49 110 159 Net (loss) income attributable to First Data Corporation $ (264 ) $ 874 $ 347 $ (1,221 ) $ (264 ) Comprehensive (loss) income $ (473 ) $ 796 $ 121 $ (765 ) $ (321 ) Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 41 110 151 Comprehensive (loss) income attributable to First Data Corporation $ (473 ) $ 796 $ 80 $ (875 ) $ (472 ) Three months ended September 30, 2014 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ — $ 942 $ 769 $ (59 ) $ 1,652 Product sales and other — 159 108 (15 ) 252 Reimbursable PIN debit fees, postage, and other — 614 274 — 888 Total revenues — 1,715 1,151 (74 ) 2,792 Expenses: Cost of services (exclusive of items shown below) — 356 374 (59 ) 671 Cost of products sold — 54 41 (15 ) 80 Selling, general, and administrative 39 288 201 — 528 Reimbursable PIN debit fees, postage, and other — 614 274 — 888 Depreciation and amortization 3 153 112 — 268 Other operating expenses: Restructuring, net 2 1 1 — 4 Total expenses 44 1,466 1,003 (74 ) 2,439 Operating (loss) profit (44 ) 249 148 — 353 Interest income — — 2 — 2 Interest expense (403 ) (3 ) (1 ) — (407 ) Loss on debt extinguishment (271 ) — — — (271 ) Interest income (expense) from intercompany notes 80 (74 ) (6 ) — — Other (expense) income 57 12 (12 ) — 57 Equity earnings from consolidated subsidiaries 172 59 — (231 ) — (365 ) (6 ) (17 ) (231 ) (619 ) (Loss) income before income taxes and equity earnings in affiliates (409 ) 243 131 (231 ) (266 ) Income tax (benefit) expense (174 ) 103 48 — (23 ) Equity earnings in affiliates — 51 4 — 55 Net (loss) income (235 ) 191 87 (231 ) (188 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 17 30 47 Net (loss) income attributable to First Data Corporation $ (235 ) $ 191 $ 70 $ (261 ) $ (235 ) Comprehensive (loss) income $ (378 ) $ 171 $ (125 ) $ (6 ) $ (338 ) Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 10 30 40 Comprehensive (loss) income attributable to First Data Corporation $ (378 ) $ 171 $ (135 ) $ (36 ) $ (378 ) Nine months ended September 30, 2014 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ — $ 2,760 $ 2,283 $ (179 ) $ 4,864 Product sales and other — 445 312 (45 ) 712 Reimbursable PIN debit fees, postage, and other — 1,893 800 — 2,693 Total revenues — 5,098 3,395 (224 ) 8,269 Expenses: Cost of services (exclusive of items shown below) — 1,046 1,104 (179 ) 1,971 Cost of products sold — 160 125 (45 ) 240 Selling, general, and administrative 115 842 581 — 1,538 Reimbursable PIN debit fees, postage, and other — 1,893 800 — 2,693 Depreciation and amortization 8 458 330 — 796 Other operating expenses: Restructuring, net 7 4 — — 11 Total expenses 130 4,403 2,940 (224 ) 7,249 Operating (loss) profit (130 ) 695 455 — 1,020 Interest income — — 9 — 9 Interest expense (1,323 ) (7 ) (4 ) — (1,334 ) Loss on debt extinguishment (274 ) — — — (274 ) Interest income (expense) from intercompany notes 238 (213 ) (25 ) — — Other (expense) income 56 100 (16 ) — 140 Equity earnings from consolidated subsidiaries 573 190 — (763 ) — (730 ) 70 (36 ) (763 ) (1,459 ) (Loss) income before income taxes and equity earnings in affiliates (860 ) 765 419 (763 ) (439 ) Income tax (benefit) expense (390 ) 342 102 — 54 Equity earnings in affiliates — 150 13 — 163 Net (loss) income (470 ) 573 330 (763 ) (330 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 48 92 140 Net (loss) income attributable to First Data Corporation $ (470 ) $ 573 $ 282 $ (855 ) $ (470 ) Comprehensive (loss) income $ (628 ) $ 476 $ 222 $ (565 ) $ (495 ) Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 41 92 133 Comprehensive (loss) income attributable to First Data Corporation $ (628 ) $ 476 $ 181 $ (657 ) $ (628 ) CONSOLIDATED BALANCE SHEETS As of September 30, 2015 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated ASSETS Current assets: Cash and cash equivalents $ 19 $ 22 $ 327 $ — $ 368 Accounts receivable, net of allowance for doubtful accounts 13 769 959 — 1,741 Settlement assets (a) — 3,444 3,670 — 7,114 Intercompany notes receivable 427 107 — (534 ) — Other current assets 139 181 119 — 439 Total current assets 598 4,523 5,075 (534 ) 9,662 Property and equipment, net of accumulated depreciation 37 619 276 — 932 Goodwill — 9,139 7,753 — 16,892 Customer relationships, net of accumulated amortization — 1,301 958 — 2,259 Other intangibles, net of accumulated amortization 604 697 477 — 1,778 Investment in affiliates 5 913 140 — 1,058 Long-term intercompany receivables 9,167 15,956 6,065 (31,188 ) — Long-term intercompany notes receivable 3,406 211 9 (3,626 ) — Long-term deferred tax assets 658 — — (658 ) — Other long-term assets 290 353 293 (77 ) 859 Investment in consolidated subsidiaries 25,102 5,609 — (30,711 ) — Total assets $ 39,867 $ 39,321 $ 21,046 $ (66,794 ) $ 33,440 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 4 $ 154 $ 85 $ — $ 243 Short-term and current portion of long-term borrowings 260 66 35 — 361 Settlement obligations (a) — 3,444 3,671 — 7,115 Intercompany notes payable 107 400 27 (534 ) — Other current liabilities 433 601 483 — 1,517 Total current liabilities 804 4,665 4,301 (534 ) 9,236 Long-term borrowings 20,715 100 1 — 20,816 Long-term deferred tax liabilities — 1,043 159 (658 ) 544 Long-term intercompany payables 18,722 8,153 4,313 (31,188 ) — Long-term intercompany notes payable 220 3,342 64 (3,626 ) — Other long-term liabilities 439 299 119 (77 ) 780 Total liabilities 40,900 17,602 8,957 (36,083 ) 31,376 Redeemable equity interest — — 78 (78 ) — Redeemable noncontrolling interest — — — 78 78 First Data Corporation shareholder's (deficit) equity (1,033 ) 21,719 5,957 (27,676 ) (1,033 ) Noncontrolling interests — — 92 2,927 3,019 Equity of consolidated alliance — — 5,962 (5,962 ) — Total equity (1,033 ) 21,719 12,011 (30,711 ) 1,986 Total liabilities and equity $ 39,867 $ 39,321 $ 21,046 $ (66,794 ) $ 33,440 (a) The majority of the Guarantor settlement assets relate to the Company’s merchant acquiring business. The Company believes the settlement assets are not available to satisfy any claims other than those related to the settlement liabilities. As of December 31, 2014 (in millions) FDC Parent Guarantor Non- Consolidation Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 23 $ 335 $ — $ 358 Accounts receivable, net of allowance for doubtful accounts 8 729 1,015 — 1,752 Settlement assets (a) — 3,849 3,706 — 7,555 Intercompany notes receivable 3,375 307 — (3,682 ) — Other current assets 44 119 126 — 289 Total current assets 3,427 5,027 5,182 (3,682 ) 9,954 Property and equipment, net of accumulated depreciation 33 619 278 — 930 Goodwill — 9,085 7,932 — 17,017 Customer relationships, net of accumulated amortization — 1,469 1,135 — 2,604 Other intangibles, net of accumulated amortization 603 623 519 — 1,745 Investment in affiliates — 948 153 — 1,101 Long-term intercompany receivables 6,064 14,442 5,135 (25,641 ) — Long-term intercompany notes receivable 320 1 9 (330 ) — Long-term deferred tax assets 671 — — (671 ) — Other long-term assets 328 317 301 (97 ) 849 Investment in consolidated subsidiaries 24,474 5,331 — (29,805 ) — Total assets $ 35,920 $ 37,862 $ 20,644 $ (60,226 ) $ 34,200 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 9 $ 171 $ 100 $ — $ 280 Short-term and current portion of long-term borrowings 20 64 77 — 161 Settlement obligations (a) — 3,849 3,708 — 7,557 Intercompany notes payable 309 3,346 27 (3,682 ) — Other current liabilities 583 528 422 — 1,533 Total current liabilities 921 7,958 4,334 (3,682 ) 9,531 Long-term borrowings 20,627 131 2 — 20,760 Long-term deferred tax liabilities — 1,024 168 (671 ) 521 Long-term intercompany payables 14,397 7,804 3,440 (25,641 ) — Long-term intercompany notes payable 9 260 61 (330 ) — Other long-term liabilities 536 225 124 (97 ) 788 Total liabilities 36,490 17,402 8,129 (30,421 ) 31,600 Redeemable equity interest — — 70 (70 ) — Redeemable noncontrolling interest — — — 70 70 First Data Corporation shareholder's (deficit) equity (570 ) 20,460 6,241 (26,701 ) (570 ) Noncontrolling interests — — 101 2,999 3,100 Equity of consolidated alliance — — 6,103 (6,103 ) — Total equity (570 ) 20,460 12,445 (29,805 ) 2,530 Total liabilities and equity $ 35,920 $ 37,862 $ 20,644 $ (60,226 ) $ 34,200 (a) The majority of the Guarantor settlement assets relate to the Company’s merchant acquiring business. The Company believes the settlement assets are not available to satisfy any claims other than those related to the settlement liabilities. CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended September 30, 2015 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (264 ) $ 874 $ 396 $ (1,111 ) $ (105 ) 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) 10 519 314 — 843 Charges related to other operating expenses and other income (expense) 94 11 42 — 147 Other non-cash and non-operating items, net (816 ) (300 ) (8 ) 1,111 (13 ) (Decrease) increase in cash, excluding the effects of acquisitions and dispositions, resulting from changes in operating assets and liabilities (390 ) 149 56 — (185 ) Net cash (used in) provided by operating activities (1,366 ) 1,253 800 — 687 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from dispositions, net of expenses paid — 4 — — 4 Additions to property and equipment (8 ) (93 ) (112 ) — (213 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs — (201 ) (43 ) — (244 ) Acquisitions, net of cash acquired (70 ) (19 ) — — (89 ) Proceeds from sale of property and equipment — 3 — — 3 Purchase of investments (17 ) — — — (17 ) Other investing activity 2 — — — 2 Distributions and dividends from subsidiaries 125 192 — (317 ) — Net cash provided by (used in) investing activities 32 (114 ) (155 ) (317 ) (554 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net 250 — (31 ) — 219 Proceeds from issuance of long-term debt 2,206 — — — 2,206 Payment of debt issuance cost (104 ) — — — (104 ) Principal payments on long-term debt (2,115 ) (61 ) (9 ) — (2,185 ) Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest — — (49 ) (183 ) (232 ) Distributions paid to equity holders — — (375 ) 375 — Capital transactions, net (13 ) — (125 ) 125 (13 ) Intercompany 1,129 (1,080 ) (49 ) — — Net cash provided by (used in) financing activities 1,353 (1,141 ) (638 ) 317 (109 ) Effect of exchange rate changes on cash and cash equivalents — 1 (15 ) — (14 ) Change in cash and cash equivalents 19 (1 ) (8 ) — 10 Cash and cash equivalents at beginning of period — 23 335 — 358 Cash and cash equivalents at end of period $ 19 $ 22 $ 327 $ — $ 368 Nine months ended September 30, 2014 (in millions) FDC Parent Guarantor Non- Consolidation Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (470 ) $ 573 $ 330 $ (763 ) $ (330 ) 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) 8 516 354 — 878 Charges (gains) related to other operating expenses and other income (expense) 225 (96 ) 16 — 145 Other non-cash and non-operating items, net (493 ) (260 ) (18 ) 763 (8 ) (Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions (753 ) 554 113 — (86 ) Net cash (used in) provided by operating activities (1,483 ) 1,287 795 — 599 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from dispositions, net of expenses paid — 270 — — 270 Additions to property and equipment (4 ) (86 ) (124 ) — (214 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs — (141 ) (55 ) — (196 ) Acquisitions, net of cash acquired — (30 ) — — (30 ) Proceeds from sale of property and equipment — 2 1 — 3 Other investing activities — — 2 — 2 Distributions and dividends from subsidiaries 75 176 — (251 ) — Net cash provided by (used in) investing activities 71 191 (176 ) (251 ) (165 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net — — (35 ) — (35 ) Proceeds from issuance of long-term debt 1,830 — — — 1,830 Payment of debt issuance cost (355 ) — — — (355 ) Principal payments on long-term debt (3,669 ) (50 ) (6 ) — (3,725 ) Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest — — (33 ) (168 ) (201 ) Distributions paid to equity holders — — (344 ) 344 — Purchase of noncontrolling interest — — (1 ) — (1 ) Capital transactions, net 2,035 — (75 ) 75 2,035 Intercompany 1,566 (1,434 ) (132 ) — — Net cash provided by (used in) financing activities 1,407 (1,484 ) (626 ) 251 (452 ) Effect of exchange rate changes on cash and cash equivalents — 2 (23 ) — (21 ) Change in cash and cash equivalents (5 ) (4 ) (30 ) — (39 ) Cash and cash equivalents at beginning of period 36 33 356 — 425 Cash and cash equivalents at end of period $ 31 $ 29 $ 326 $ — $ 386 |