Supplemental Guarantor Condensed Consolidating Financial Statements | Supplemental Guarantor Condensed Consolidating Financial Statements As described in note 2 "Borrowings" in "Item 8. Financial Statements and Supplementary Data" in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 , FDC's 7.0% senior notes are guaranteed by most of the existing and future, direct and indirect, wholly owned, domestic subsidiaries of FDC (Guarantors). The Guarantors guarantee the senior secured revolving credit facility, senior secured term loan facility, the 5.0% senior secured notes, 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 FDCâs guarantor subsidiaries to the extent of the value of the collateral. The Guarantors guarantee the 5.75% senior second lien notes which rank senior in right of payment to all existing and future unsecured indebtedness of FDCâs guarantor subsidiaries to the extent of the value of the collateral. The 7.0% senior note guarantee is unsecured and ranks 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 FDCâs 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 ârestricted subsidiaryâ 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 âunrestricted subsidiaryâ 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 Companyâs 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 subsidiaryâs capital stock or all or substantially all of its assets; ⢠designation of the Guarantor as an âunrestricted subsidiaryâ for purposes of the indenture covenants; ⢠release or discharge of the Guarantorâs 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 periods presented to arrive at the information for the Company on a consolidated basis: CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended March 31, 2016 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ â $ 948 $ 718 $ (75 ) $ 1,591 Product sales and other â 194 117 (32 ) 279 Total revenues (excluding reimbursable items) â 1,142 835 (107 ) 1,870 Reimbursable PIN debit fees, postage, and other â 622 285 â 907 Total revenues â 1,764 1,120 (107 ) 2,777 Expenses: Cost of services (exclusive of items shown below) â 406 352 (27 ) 731 Cost of products sold â 70 40 (32 ) 78 Selling, general, and administrative 166 254 192 (48 ) 564 Depreciation and amortization 1 149 88 â 238 Other operating expenses 12 7 2 â 21 Total expenses (excluding reimbursable items) 179 886 674 (107 ) 1,632 Reimbursable PIN debit fees, postage, and other â 622 285 â 907 Total expenses 179 1,508 959 (107 ) 2,539 Operating (loss) profit (179 ) 256 161 â 238 Interest expense, net (256 ) (5 ) (2 ) â (263 ) Loss on debt extinguishment (46 ) â â â (46 ) Interest income (expense) from intercompany notes 63 (62 ) (1 ) â â Other (expense) income (2 ) â 8 â 6 Equity earnings from consolidated subsidiaries 226 56 â (282 ) â (Loss) income before income taxes and equity earnings in affiliates (194 ) 245 166 (282 ) (65 ) Income tax (benefit) expense (138 ) 115 28 â 5 Equity earnings in affiliates â 55 9 â 64 Net (loss) income (56 ) 185 147 (282 ) (6 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest â â 19 31 50 Net (loss) income attributable to First Data Corporation $ (56 ) $ 185 $ 128 $ (313 ) $ (56 ) Comprehensive (loss) income $ (122 ) $ 198 $ 150 $ (296 ) $ (70 ) Less: Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interest â â 21 31 52 Comprehensive income (loss) attributable to First Data Corporation $ (122 ) $ 198 $ 129 $ (327 ) $ (122 ) Three months ended March 31, 2015 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ â $ 914 $ 725 $ (73 ) $ 1,566 Product sales and other â 165 105 (14 ) 256 Total revenues (excluding reimbursable items) â 1,079 830 (87 ) 1,822 Reimbursable PIN debit fees, postage, and other â 601 272 â 873 Total revenues â 1,680 1,102 (87 ) 2,695 Expenses: Cost of services (exclusive of items shown below) â 405 382 (73 ) 714 Cost of products sold â 53 37 (14 ) 76 Selling, general, and administrative 32 287 201 â 520 Depreciation and amortization 4 150 97 â 251 Other operating (income) expenses (1 ) 2 â â 1 Total expenses (excluding reimbursable items) 35 897 717 (87 ) 1,562 Reimbursable PIN debit fees, postage, and other â 601 272 â 873 Total expenses 35 1,498 989 (87 ) 2,435 Operating (loss) profit (35 ) 182 113 â 260 Interest expense, net (402 ) (3 ) (1 ) â (406 ) Interest income (expense) from intercompany notes 81 (77 ) (4 ) â â Other income (expense) 69 â (34 ) â 35 Equity earnings from consolidated subsidiaries 172 38 â (210 ) â (Loss) income before income taxes and equity earnings in affiliates (115 ) 140 74 (210 ) (111 ) Income tax (benefit) expense (3 ) 3 3 â 3 Equity earnings in affiliates â 48 3 â 51 Net (loss) income (112 ) 185 74 (210 ) (63 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest â â 16 33 49 Net (loss) income attributable to First Data Corporation $ (112 ) $ 185 $ 58 $ (243 ) $ (112 ) Comprehensive (loss) income $ (267 ) $ 158 $ (156 ) $ 35 $ (230 ) Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest â â 5 33 38 Comprehensive (loss) income attributable to First Data Corporation $ (267 ) $ 158 $ (161 ) $ 2 $ (268 ) CONSOLIDATED BALANCE SHEETS As of March 31, 2016 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated ASSETS Current assets: Cash and cash equivalents $ 2 $ 24 $ 285 $ â $ 311 Accounts receivable, net of allowance for doubtful accounts â 496 1,272 â 1,768 Settlement assets (a) â 3,766 4,011 â 7,777 Intercompany notes receivable 1 â â (1 ) â Other current assets 86 171 102 â 359 Total current assets 89 4,457 5,670 (1 ) 10,215 Property and equipment, net of accumulated depreciation 37 646 281 â 964 Goodwill â 9,145 7,717 â 16,862 Customer relationships, net of accumulated amortization â 1,182 861 â 2,043 Other intangibles, net of accumulated amortization 604 703 485 â 1,792 Investment in affiliates 4 889 147 â 1,040 Long-term intercompany receivables 9,036 15,683 7,123 (31,842 ) â Long-term intercompany notes receivable 3,474 215 9 (3,698 ) â Long-term deferred tax assets 479 â â (479 ) â Other long-term assets 248 364 264 (67 ) 809 Investment in consolidated subsidiaries 26,263 5,886 â (32,149 ) â Total assets $ 40,234 $ 39,170 $ 22,557 $ (68,236 ) $ 33,725 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 334 $ 681 $ 522 $ â $ 1,537 Short-term and current portion of long-term borrowings 267 61 276 â 604 Settlement obligations (a) â 3,766 4,011 â 7,777 Intercompany notes payable â â 1 (1 ) â Total current liabilities 601 4,508 4,810 (1 ) 9,918 Long-term borrowings 18,675 182 â â 18,857 Long-term deferred tax liabilities â 836 86 (479 ) 443 Long-term intercompany payables 19,646 7,111 5,085 (31,842 ) â Long-term intercompany notes payable 224 3,383 91 (3,698 ) â Other long-term liabilities 463 278 149 (67 ) 823 Total liabilities 39,609 16,298 10,221 (36,087 ) 30,041 Redeemable equity interest â â 73 (73 ) â Redeemable noncontrolling interest â â â 73 73 First Data Corporation stockholders' equity 625 22,872 6,277 (29,149 ) 625 Noncontrolling interests â â 100 2,886 2,986 Equity of consolidated alliance â â 5,886 (5,886 ) â Total equity 625 22,872 12,263 (32,149 ) 3,611 Total liabilities and equity $ 40,234 $ 39,170 $ 22,557 $ (68,236 ) $ 33,725 (a) The majority of the Guarantor settlement assets relate to the Companyâs 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, 2015 (in millions) FDC Parent Guarantor Non- Consolidation Consolidated ASSETS Current assets: Cash and cash equivalents $ 105 $ 16 $ 308 $ â $ 429 Accounts receivable, net of allowance for doubtful accounts â 826 1,000 â 1,826 Settlement assets (a) â 4,273 3,877 â 8,150 Intercompany notes receivable 436 86 10 (532 ) â Other current assets 98 188 95 â 381 Total current assets 639 5,389 5,290 (532 ) 10,786 Property and equipment, net of accumulated depreciation 37 640 274 â 951 Goodwill â 9,139 7,707 â 16,846 Customer relationships, net of accumulated amortization â 1,235 901 â 2,136 Other intangibles, net of accumulated amortization 604 703 476 â 1,783 Investment in affiliates 5 900 143 â 1,048 Long-term intercompany receivables 8,523 15,192 6,321 (30,036 ) â Long-term intercompany notes receivable 3,415 236 9 (3,660 ) â Long-term deferred tax assets 524 â â (524 ) â Other long-term assets 259 358 265 (70 ) 812 Investment in consolidated subsidiaries 25,692 5,588 â (31,280 ) â Total assets $ 39,698 $ 39,380 $ 21,386 $ (66,102 ) $ 34,362 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 283 $ 792 $ 564 $ â $ 1,639 Short-term and current portion of long-term borrowings 740 70 46 â 856 Settlement obligations (a) â 4,273 3,877 â 8,150 Intercompany notes payable 96 408 28 (532 ) â Total current liabilities 1,119 5,543 4,515 (532 ) 10,645 Long-term borrowings 18,616 119 2 â 18,737 Long-term deferred tax liabilities â 875 80 (524 ) 431 Long-term intercompany payables 18,583 6,874 4,579 (30,036 ) â Long-term intercompany notes payable 245 3,353 62 (3,660 ) â Other long-term liabilities 467 288 127 (70 ) 812 Total liabilities 39,030 17,052 9,365 (34,822 ) 30,625 Redeemable equity interest â â 77 (77 ) â Redeemable noncontrolling interest â â â 77 77 First Data Corporation stockholders' equity 668 22,328 5,933 (28,261 ) 668 Noncontrolling interests â â 88 2,904 2,992 Equity of consolidated alliance â â 5,923 (5,923 ) â Total equity 668 22,328 11,944 (31,280 ) 3,660 Total liabilities and equity $ 39,698 $ 39,380 $ 21,386 $ (66,102 ) $ 34,362 (a) The majority of the Guarantor settlement assets relate to the Companyâs 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 Three months ended March 31, 2016 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (56 ) $ 185 $ 147 $ (282 ) $ (6 ) 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) 1 164 97 â 262 Charges (gains) related to other operating expenses and other income (expense) 14 7 (6 ) â 15 Loss on debt extinguishment 46 â â â 46 Stock-based compensation expense 115 â â â 115 Other non-cash and non-operating items, net (216 ) (51 ) (15 ) 282 â Increase (decrease) in cash, excluding the effects of acquisitions and dispositions, resulting from changes in operating assets and liabilities 59 (83 ) (22 ) â (46 ) Net cash (used in) provided by operating activities (37 ) 222 201 â 386 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment â (13 ) (40 ) â (53 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs â (51 ) (13 ) â (64 ) Other investing activities, net 13 53 â (72 ) (6 ) Net cash provided by (used in) investing activities 13 (11 ) (53 ) (72 ) (123 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net 269 â 229 â 498 Proceeds from issuance of long-term debt 896 â â â 896 Payment of call premiums and debt issuance cost (43 ) â â â (43 ) Principal payments on long-term debt (1,637 ) (12 ) (2 ) â (1,651 ) Payment of taxes related to net settlement of equity awards (39 ) â â â (39 ) Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest â â (8 ) (50 ) (58 ) Distributions paid to equity holders â â (103 ) 103 â Other financing activities, net 16 8 (19 ) 19 24 Intercompany 459 (202 ) (257 ) â â Net cash used in financing activities (79 ) (206 ) (160 ) 72 (373 ) Effect of exchange rate changes on cash and cash equivalents â 3 (11 ) â (8 ) Change in cash and cash equivalents (103 ) 8 (23 ) â (118 ) Cash and cash equivalents at beginning of period 105 16 308 â 429 Cash and cash equivalents at end of period $ 2 $ 24 $ 285 $ â $ 311 Three months ended March 31, 2015 (in millions) FDC Parent Guarantor Non- Consolidation Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (112 ) $ 185 $ 74 $ (210 ) $ (63 ) 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) 4 170 103 â 277 (Gains) charges related to other operating expenses and other income (expense) (70 ) 2 34 â (34 ) Stock-based compensation expense 7 â â â 7 Other non-cash and non-operating items, net (160 ) (37 ) (7 ) 210 6 (Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions (258 ) (76 ) 39 â (295 ) Net cash (used in) provided by operating activities (589 ) 244 243 â (102 ) CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (4 ) (37 ) (26 ) â (67 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs â (59 ) (19 ) â (78 ) Other investing activities, net 12 59 â (93 ) (22 ) Net cash provided by (used in) investing activities 8 (37 ) (45 ) (93 ) (167 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net 372 â (35 ) â 337 Principal payments on long-term debt â (16 ) (4 ) â (20 ) Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest â â (8 ) (55 ) (63 ) Distributions paid to equity holders â â (112 ) 112 â Other financing activities, net (1 ) â (36 ) 36 (1 ) Intercompany 223 (191 ) (32 ) â â Net cash provided by (used in) financing activities 594 (207 ) (227 ) 93 253 Effect of exchange rate changes on cash and cash equivalents â 4 (6 ) â (2 ) Change in cash and cash equivalents 13 4 (35 ) â (18 ) Cash and cash equivalents at beginning of period â 23 335 â 358 Cash and cash equivalents at end of period $ 13 $ 27 $ 300 $ â $ 340 |