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 FDC’s 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 FDC’s 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 FDC’s 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 periods presented to arrive at the information for the Company on a consolidated basis: Three months ended September 30, 2016 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ — $ 1,003 $ 763 $ (73 ) $ 1,693 Product sales and other — 208 144 (45 ) 307 Total revenues (excluding reimbursable items) — 1,211 907 (118 ) 2,000 Reimbursable PIN debit fees, postage, and other — 637 299 — 936 Total revenues — 1,848 1,206 (118 ) 2,936 Expenses: Cost of services (exclusive of items shown below) — 408 360 (57 ) 711 Cost of products sold — 84 48 (45 ) 87 Selling, general, and administrative 56 272 187 (16 ) 499 Depreciation and amortization 1 140 96 — 237 Other operating expenses — 3 9 — 12 Total expenses (excluding reimbursable items) 57 907 700 (118 ) 1,546 Reimbursable PIN debit fees, postage, and other — 637 299 — 936 Total expenses 57 1,544 999 (118 ) 2,482 Operating (loss) profit (57 ) 304 207 — 454 Interest expense, net (258 ) (4 ) (1 ) — (263 ) Loss on debt extinguishment (3 ) — — — (3 ) Interest income (expense) from intercompany notes 59 (57 ) (2 ) — — Other income (expense) (2 ) — (28 ) — (30 ) Equity earnings from consolidated subsidiaries 240 (1 ) — (239 ) — (Loss) income before income taxes and equity earnings in affiliates (21 ) 242 176 (239 ) 158 Income tax (benefit) expense (154 ) 144 34 — 24 Equity earnings in affiliates (1 ) 59 8 — 66 Net income (loss) 132 157 150 (239 ) 200 Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 16 52 68 Net income (loss) attributable to First Data Corporation $ 132 $ 157 $ 134 $ (291 ) $ 132 Comprehensive income (loss) $ 192 $ 169 $ 211 $ (311 ) $ 261 Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 17 52 69 Comprehensive income (loss) attributable to First Data Corporation $ 192 $ 169 $ 194 $ (363 ) $ 192 Nine months ended September 30, 2016 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated Revenues: Transaction and processing service fees $ — $ 2,926 $ 2,248 $ (221 ) $ 4,953 Product sales and other — 609 398 (114 ) 893 Total revenues (excluding reimbursable items) — 3,535 2,646 (335 ) 5,846 Reimbursable PIN debit fees, postage, and other — 1,903 892 — 2,795 Total revenues — 5,438 3,538 (335 ) 8,641 Expenses: Cost of services (exclusive of items shown below) — 1,208 1,063 (131 ) 2,140 Cost of products sold — 235 133 (117 ) 251 Selling, general, and administrative 261 815 574 (87 ) 1,563 Depreciation and amortization 4 430 279 — 713 Other operating expenses: 12 32 13 — 57 Total expenses (excluding reimbursable items) 277 2,720 2,062 (335 ) 4,724 Reimbursable PIN debit fees, postage, and other — 1,903 892 — 2,795 Total expenses 277 4,623 2,954 (335 ) 7,519 Operating (loss) profit (277 ) 815 584 — 1,122 Interest expense, net (792 ) (13 ) (5 ) — (810 ) Loss on debt extinguishment (58 ) — — — (58 ) Interest income (expense) from intercompany notes 192 (176 ) (16 ) — — Other (expense) (2 ) — 16 — 14 Equity earnings from consolidated subsidiaries 689 175 — (864 ) — (Loss) income before income taxes and equity earnings in affiliates (248 ) 801 579 (864 ) 268 Income tax (benefit) expense (477 ) 404 130 — 57 Equity earnings in affiliates (1 ) 175 24 — 198 Net income (loss) 228 572 473 (864 ) 409 Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 50 131 181 Net income (loss) attributable to First Data Corporation $ 228 $ 572 $ 423 $ (995 ) $ 228 Comprehensive (loss) income $ 182 $ 611 $ 454 $ (882 ) $ 365 Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 52 131 183 Comprehensive (loss) income attributable to First Data Corporation $ 182 $ 611 $ 402 $ (1,013 ) $ 182 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 Total revenues (excluding reimbursable items) — 1,199 884 (101 ) 1,982 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 Depreciation and amortization 1 158 98 — 257 Other operating expenses 1 10 9 — 20 Total expenses (excluding reimbursable items) 24 948 709 (101 ) 1,580 Reimbursable PIN debit fees, postage, and other — 646 292 — 938 Total expenses 24 1,594 1,001 (101 ) 2,518 Operating (loss) profit (24 ) 251 175 — 402 Interest expense, net (386 ) (2 ) — — (388 ) Loss on debt extinguishment (108 ) — — — (108 ) Interest income (expense) from intercompany notes 65 (68 ) 3 — — Other (expense) income (18 ) — 8 — (10 ) Equity earnings from consolidated subsidiaries 570 111 — (681 ) — 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 (loss) income (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 (loss) income $ (214 ) $ 494 $ 83 $ (525 ) $ (162 ) Less: Comprehensive income 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 Total revenues (excluding reimbursable items) — 3,434 2,596 (280 ) 5,750 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 Depreciation and amortization 10 459 291 — 760 Other operating expenses 7 14 19 — 40 Total expenses (excluding reimbursable items) 98 2,720 2,141 (280 ) 4,679 Reimbursable PIN debit fees, postage, and other — 1,874 863 — 2,737 Total expenses 98 4,594 3,004 (280 ) 7,416 Operating (loss) profit (98 ) 714 455 — 1,071 Interest expense, net (1,191 ) (8 ) — — (1,199 ) 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 ) — (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 ) As of September 30, 2016 (in millions) FDC Parent Guarantor Non-Guarantor Consolidation Consolidated ASSETS Current assets: Cash and cash equivalents $ 8 $ 18 $ 449 $ — $ 475 Accounts receivable, net of allowance for doubtful accounts — 487 1,227 — 1,714 Settlement assets (a) — 4,222 4,483 — 8,705 Intercompany notes receivable 1 — — (1 ) — Other current assets 108 203 149 — 460 Total current assets 117 4,930 6,308 (1 ) 11,354 Property and equipment, net of accumulated depreciation 34 600 262 — 896 Goodwill — 9,145 7,680 — 16,825 Customer relationships, net of accumulated amortization — 1,078 767 — 1,845 Other intangibles, net of accumulated amortization 604 706 483 — 1,793 Investment in affiliates 4 873 126 — 1,003 Long-term intercompany receivables 10,070 17,144 7,290 (34,504 ) — Long-term intercompany notes receivable 3,446 219 9 (3,674 ) — Long-term deferred tax assets 449 — — (449 ) — Other long-term assets 185 342 251 (50 ) 728 Investment in consolidated subsidiaries 26,658 5,862 — (32,520 ) — Total assets $ 41,567 $ 40,899 $ 23,176 $ (71,198 ) $ 34,444 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 250 $ 758 $ 548 $ — $ 1,556 Short-term and current portion of long-term borrowings — 94 283 — 377 Settlement obligations (a) — 4,222 4,483 — 8,705 Intercompany notes payable — — 1 (1 ) — Total current liabilities 250 5,074 5,315 (1 ) 10,638 Long-term borrowings 18,316 183 15 — 18,514 Deferred tax liabilities — 766 93 (449 ) 410 Long-term intercompany payables 21,261 8,002 5,241 (34,504 ) — Long-term intercompany notes payable 228 3,446 — (3,674 ) — Other long-term liabilities 474 253 159 (50 ) 836 Total liabilities 40,529 17,724 10,823 (38,678 ) 30,398 Redeemable equity interest — — 73 (73 ) — Redeemable noncontrolling interest — — — 73 73 First Data Corporation stockholders' equity 1,038 23,175 6,403 (29,578 ) 1,038 Noncontrolling interests — — 104 2,831 2,935 Equity of consolidated alliance — — 5,773 (5,773 ) — Total equity 1,038 23,175 12,280 (32,520 ) 3,973 Total liabilities and equity $ 41,567 $ 40,899 $ 23,176 $ (71,198 ) $ 34,444 (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, 2015 (in millions) FDC Parent Guarantor Non- Consolidation Consolidated ASSETS Current assets: Cash and cash equivalents $ 105 $ 16 $ 308 $ — $ 429 Accounts receivable, net of allowance for doubtful accounts — 826 1,000 — 1,826 Settlement assets (a) — 4,273 3,877 — 8,150 Intercompany notes receivable 436 86 10 (532 ) — Other current assets 98 188 95 — 381 Total current assets 639 5,389 5,290 (532 ) 10,786 Property and equipment, net of accumulated depreciation 37 640 274 — 951 Goodwill — 9,139 7,707 — 16,846 Customer relationships, net of accumulated amortization — 1,235 901 — 2,136 Other intangibles, net of accumulated amortization 604 703 476 — 1,783 Investment in affiliates 5 900 143 — 1,048 Long-term intercompany receivables 8,523 15,192 6,321 (30,036 ) — Long-term intercompany notes receivable 3,415 236 9 (3,660 ) — Long-term deferred tax assets 524 — — (524 ) — Other long-term assets 259 358 265 (70 ) 812 Investment in consolidated subsidiaries 25,692 5,588 — (31,280 ) — 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 $ — $ 1,639 Short-term and current portion of long-term borrowings 740 70 46 — 856 Settlement obligations (a) — 4,273 3,877 — 8,150 Intercompany notes payable 96 408 28 (532 ) — Total current liabilities 1,119 5,543 4,515 (532 ) 10,645 Long-term borrowings 18,616 119 2 — 18,737 Deferred tax liabilities — 875 80 (524 ) 431 Long-term intercompany payables 18,583 6,874 4,579 (30,036 ) — Long-term intercompany notes payable 245 3,353 62 (3,660 ) — Other long-term liabilities 467 288 127 (70 ) 812 Total liabilities 39,030 17,052 9,365 (34,822 ) 30,625 Redeemable equity interest — — 77 (77 ) — Redeemable noncontrolling interest — — — 77 77 First Data Corporation stockholders' equity 668 22,328 5,933 (28,261 ) 668 Noncontrolling interests — — 88 2,904 2,992 Equity of consolidated alliance — — 5,923 (5,923 ) — 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 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. Nine months ended September 30, 2016 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 228 $ 572 $ 473 $ (864 ) $ 409 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) 4 484 305 — 793 Charges (gains) related to other operating expenses and other income (expense) 14 32 (3 ) — 43 Loss on debt extinguishment 58 — — — 58 Stock-based compensation expense 214 — — — 214 Other non-cash and non-operating items, net (660 ) (174 ) — 864 30 (Decrease) increase in cash, excluding the effects of acquisitions and dispositions, resulting from changes in operating assets and liabilities (351 ) 316 148 — 113 Net cash (used in) provided by operating activities (493 ) 1,230 923 — 1,660 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment — (47 ) (121 ) — (168 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs — (139 ) (44 ) — (183 ) Acquisitions, net of cash acquired (6 ) — — — (6 ) Other investing activities, net 143 215 19 (358 ) 19 Net cash provided by (used in) investing activities 137 29 (146 ) (358 ) (338 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net — — 234 — 234 Proceeds from issuance of long-term debt 2,377 — — — 2,377 Payment of call premiums and debt issuance cost (52 ) — — — (52 ) Principal payments on long-term debt (3,480 ) (59 ) (5 ) — (3,544 ) Payment of taxes related to net settlement of equity awards (59 ) — — — (59 ) Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest — — (36 ) (204 ) (240 ) Distributions paid to equity holders — — (419 ) 419 — Other financing activities, net 18 8 (143 ) 143 26 Intercompany 1,455 (1,215 ) (240 ) — — Net cash provided by (used in) financing activities 259 (1,266 ) (609 ) 358 (1,258 ) Effect of exchange rate changes on cash and cash equivalents — 9 (27 ) — (18 ) Change in cash and cash equivalents (97 ) 2 141 — 46 Cash and cash equivalents at beginning of period 105 16 308 — 429 Cash and cash equivalents at end of period $ 8 $ 18 $ 449 $ — $ 475 Nine months ended September 30, 2015 (in millions) FDC Parent Guarantor Non- Consolidation 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 (Gains) charges related to other operating expenses and other income (expense) (14 ) 11 42 — 39 Loss on debt extinguishment 108 — — — 108 Stock-based compensation expense 31 — — — 31 Other non-cash and non-operating items, net (832 ) (238 ) 9 1,111 50 (Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions (405 ) 87 39 — (279 ) Net cash (used in) provided by operating activities (1,366 ) 1,253 800 — 687 CASH FLOWS FROM INVESTING ACTIVITIES 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 ) Other investing activities, net 110 199 — (317 ) (8 ) 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 — Other financing activities, 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 |