Supplemental Guarantor Condensed Consolidating Financial Statements | Supplemental Guarantor Condensed Consolidating Financial Statements As described in note 2 "Borrowings" of these consolidated financial statements, 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 5.750% 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 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. 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 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; or • the Guarantor is no longer wholly owned by FDC subject to the value of all Guarantors released under this provision does not exceed (x) 10% of FDC’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, 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, 2016 , 2015 , and 2014 and as of December 31, 2016 and 2015 to arrive at the information for FDC on a consolidated basis. Year ended December 31, 2016 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated Revenues: Transaction and processing service fees $ — $ 3,924 $ 2,979 $ (303 ) $ 6,600 Product sales and other — 835 555 (151 ) 1,239 Total revenues (excluding reimbursable items) — 4,759 3,534 (454 ) 7,839 Reimbursable debit network fees, postage, and other — 2,527 1,218 — 3,745 Total revenues — 7,286 4,752 (454 ) 11,584 Expenses: Cost of services (exclusive of items shown below) — 1,597 1,447 (189 ) 2,855 Cost of products sold — 315 182 (160 ) 337 Selling, general, and administrative 318 1,077 745 (105 ) 2,035 Depreciation and amortization 5 571 373 — 949 Other operating expenses 7 41 13 — 61 Total expenses (excluding reimbursable items) 330 3,601 2,760 (454 ) 6,237 Reimbursable debit network fees, postage, and other — 2,527 1,218 — 3,745 Total expenses 330 6,128 3,978 (454 ) 9,982 Operating (loss) profit (330 ) 1,158 774 — 1,602 Interest expense, net (1,044 ) (18 ) (6 ) — (1,068 ) Loss on debt extinguishment (70 ) — — — (70 ) Interest income (expense) from intercompany notes 234 (219 ) (15 ) — — Equity earnings from consolidated subsidiaries 997 369 — (1,366 ) — Other income (expense) (1 ) (1 ) 19 — 17 (Loss) income before income taxes and equity earnings in affiliates (214 ) 1,289 772 (1,366 ) 481 Income tax (benefit) expense (635 ) 490 226 — 81 Equity earnings in affiliates (1 ) 231 30 — 260 Net (loss) income 420 1,030 576 (1,366 ) 660 Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 64 176 240 Net (loss) income attributable to First Data Corporation $ 420 $ 1,030 $ 512 $ (1,542 ) $ 420 Comprehensive (loss) income $ 313 $ 1,055 $ 384 $ (1,204 ) $ 548 Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 59 176 235 Comprehensive (loss) income attributable to First Data Corporation $ 313 $ 1,055 $ 325 $ (1,380 ) $ 313 Year ended December 31, 2015 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated Revenues: Transaction and processing service fees $ — $ 3,906 $ 2,999 $ (308 ) $ 6,597 Product sales and other — 741 503 (77 ) 1,167 Total revenues (excluding reimbursable items) — 4,647 3,502 (385 ) 7,764 Reimbursable debit network fees, postage, and other — 2,521 1,166 — 3,687 Total revenues — 7,168 4,668 (385 ) 11,451 Expenses: Cost of services (exclusive of items shown below) — 1,576 1,473 (178 ) 2,871 Cost of products sold — 260 173 (77 ) 356 Selling, general, and administrative 476 1,143 803 (130 ) 2,292 Depreciation and amortization 12 620 390 — 1,022 Other operating expenses 8 24 21 — 53 Total expenses (excluding reimbursable items) 496 3,623 2,860 (385 ) 6,594 Reimbursable debit network fees, postage, and other — 2,521 1,166 — 3,687 Total expenses 496 6,144 4,026 (385 ) 10,281 Operating (loss) profit (496 ) 1,024 642 — 1,170 Interest expense, net (1,527 ) (10 ) — — (1,537 ) Loss on debt extinguishment (1,068 ) — — — (1,068 ) Interest income (expense) from intercompany notes 288 (289 ) 1 — — Equity earnings from consolidated subsidiaries 810 304 — (1,114 ) — Other income (expense) 55 3 (29 ) — 29 (Loss) income before income taxes and equity earnings in affiliates (1,938 ) 1,032 614 (1,114 ) (1,406 ) Income tax (benefit) expense (457 ) 422 136 — 101 Equity earnings in affiliates — 213 26 — 239 Net (loss) income (1,481 ) 823 504 (1,114 ) (1,268 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 66 147 213 Net (loss) income attributable to First Data Corporation $ (1,481 ) $ 823 $ 438 $ (1,261 ) $ (1,481 ) Comprehensive (loss) income $ (1,771 ) $ 760 $ 158 $ (715 ) $ (1,568 ) Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 56 147 203 Comprehensive (loss) income attributable to First Data Corporation $ (1,771 ) $ 760 $ 102 $ (862 ) $ (1,771 ) Year ended December 31, 2014 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated Revenues: Transaction and processing service fees $ — $ 3,712 $ 3,056 $ (258 ) $ 6,510 Product sales and other — 625 473 (60 ) 1,038 Total revenues (excluding reimbursable items) — 4,337 3,529 (318 ) 7,548 Reimbursable debit network fees, postage, and other — 2,510 1,094 — 3,604 Total revenues — 6,847 4,623 (318 ) 11,152 Expenses: Cost of services (exclusive of items shown below) — 1,403 1,523 (258 ) 2,668 Cost of products sold — 223 167 (60 ) 330 Selling, general, and administrative 131 1,125 787 — 2,043 Depreciation and amortization 10 607 439 — 1,056 Other operating expenses 10 3 — — 13 Total expenses (excluding reimbursable items) 151 3,361 2,916 (318 ) 6,110 Reimbursable debit network fees, postage, and other — 2,510 1,094 — 3,604 Total expenses 151 5,871 4,010 (318 ) 9,714 Operating (loss) profit (151 ) 976 613 — 1,438 Interest expense, net (1,724 ) (9 ) 5 — (1,728 ) Loss on debt extinguishment (274 ) — — — (274 ) Interest income (expense) from intercompany notes 316 (305 ) (11 ) — — Equity earnings from consolidated subsidiaries 833 294 — (1,127 ) — Other income (expense) 81 100 (20 ) — 161 (Loss) income before income taxes and equity earnings in affiliates (919 ) 1,056 587 (1,127 ) (403 ) Income tax (benefit) expense (461 ) 377 166 — 82 Equity earnings in affiliates — 202 18 — 220 Net (loss) income (458 ) 881 439 (1,127 ) (265 ) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest — — 66 127 193 Net (loss) income attributable to First Data Corporation $ (458 ) $ 881 $ 373 $ (1,254 ) $ (458 ) Comprehensive (loss) income $ (798 ) $ 709 $ 187 $ (714 ) $ (616 ) Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest — — 55 127 182 Comprehensive (loss) income attributable to First Data Corporation $ (798 ) $ 709 $ 132 $ (841 ) $ (798 ) As of December 31, 2016 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 7 $ 378 $ — $ 385 Accounts receivable, net of allowance for doubtful accounts — 593 1,284 — 1,877 Settlement assets (a) — 7,457 7,338 — 14,795 Intercompany notes receivable 1 — — (1 ) — Other current assets 109 147 104 — 360 Total current assets 110 8,204 9,104 (1 ) 17,417 Property and equipment, net of accumulated depreciation 52 577 254 — 883 Goodwill — 9,145 7,551 — 16,696 Customer relationships, net of accumulated amortization — 1,026 713 — 1,739 Other intangibles, net of accumulated amortization 604 735 461 — 1,800 Investment in affiliates 6 860 122 — 988 Long-term intercompany receivables 3,866 12,001 2,822 (18,689 ) — Long-term intercompany notes receivable 3,481 197 9 (3,687 ) — Deferred tax assets 510 — — (510 ) — Other long-term assets 212 302 298 (43 ) 769 Investment in consolidated subsidiaries 26,286 5,981 — (32,267 ) — Total assets $ 35,127 $ 39,028 $ 21,334 $ (55,197 ) $ 40,292 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 227 $ 781 $ 555 $ 1 $ 1,564 Short-term and current portion of long-term borrowings — 110 249 (1 ) 358 Settlement obligations (a) — 7,457 7,338 — 14,795 Intercompany notes payable — — 1 (1 ) — Total current liabilities 227 8,348 8,143 (1 ) 16,717 Long-term borrowings 17,916 202 13 — 18,131 Deferred tax liabilities — 817 102 (510 ) 409 Long-term intercompany payables 15,097 2,769 823 (18,689 ) — Long-term intercompany notes payable 206 3,481 — (3,687 ) — Other long-term liabilities 461 245 168 (43 ) 831 Total liabilities 33,907 15,862 9,249 (22,930 ) 36,088 Redeemable equity interest — — 73 (73 ) — Redeemable noncontrolling interest — — — 73 73 First Data Corporation stockholders' equity (deficit) 1,220 23,166 6,175 (29,341 ) 1,220 Noncontrolling interests — — 94 2,817 2,911 Equity of consolidated alliance — — 5,743 (5,743 ) — Total equity 1,220 23,166 12,012 (32,267 ) 4,131 Total liabilities and equity $ 35,127 $ 39,028 $ 21,334 $ (55,197 ) $ 40,292 (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. As of December 31, 2015 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments 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 ) — 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' (deficit) 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 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. Year ended December 31, 2016 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 420 $ 1,030 $ 576 $ (1,366 ) $ 660 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) 5 645 411 — 1,061 Charges (gains) related to other operating expenses and other income (expense) 8 42 (6 ) — 44 Loss on debt extinguishment 70 — — — 70 Stock-based compensation expense 263 — — — 263 Other non-cash and non-operating items, net (961 ) (366 ) (4 ) 1,366 35 (Decrease) increase in cash, excluding the effects of acquisitions and dispositions, resulting from changes in operating assets and liabilities (583 ) 432 129 — (22 ) Net cash (used in) provided by operating activities (778 ) 1,783 1,106 — 2,111 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (2 ) (70 ) (160 ) — (232 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs — (185 ) (60 ) — (245 ) Acquisitions, net of cash acquired (6 ) — — — (6 ) Proceeds from dispositions — — 38 — 38 Proceeds from sale of property and equipment 38 — — — 38 Other investing activities, net 206 281 30 (497 ) 20 Net cash provided by (used in) investing activities 236 26 (152 ) (497 ) (387 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net — — 205 — 205 Proceeds from issuance of long-term debt 3,533 — — — 3,533 Payment of call premiums and debt issuance cost (53 ) — — — (53 ) Principal payments on long-term debt (4,986 ) (80 ) (7 ) — (5,073 ) Payment of taxes related to net settlement of equity awards (61 ) — — — (61 ) Proceeds from issuance of common stock 23 — — — 23 Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest — — (52 ) (264 ) (316 ) Distributions paid to equity holders — — (541 ) 541 — Other financing activities, net — 8 (220 ) 220 8 Intercompany 1,981 (1,748 ) (233 ) — — Net cash provided by (used in) financing activities 437 (1,820 ) (848 ) 497 (1,734 ) Effect of exchange rate changes on cash and cash equivalents — 2 (36 ) — (34 ) Change in cash and cash equivalents (105 ) (9 ) 70 — (44 ) Cash and cash equivalents at beginning of period 105 16 308 — 429 Cash and cash equivalents at end of period $ — $ 7 $ 378 $ — $ 385 Year ended December 31, 2015 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (1,481 ) $ 823 $ 504 $ (1,114 ) $ (1,268 ) 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) 12 701 420 — 1,133 (Gains) charges related to other operating expenses and other income (expense) (47 ) 21 50 — 24 Loss on debt extinguishment 1,068 — — — 1,068 Stock-based compensation expense 329 — — — 329 Other non-cash and non-operating items, net (746 ) (306 ) (14 ) 1,114 48 (Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions (1,044 ) 431 74 — (539 ) Net cash (used in) provided by operating activities (1,909 ) 1,670 1,034 — 795 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (9 ) (107 ) (166 ) — (282 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs — (264 ) (56 ) — (320 ) Acquisitions, net of cash acquired (70 ) (19 ) — — (89 ) Proceeds from dispositions — 4 — — 4 Proceeds from sale of property and equipment — 17 — — 17 Other investing activities, net 134 254 — (403 ) (15 ) Net cash provided by (used in) investing activities 55 (115 ) (222 ) (403 ) (685 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net (10 ) — (21 ) — (31 ) Proceeds from issuance of long-term debt 10,258 — — — 10,258 Payment of call premiums and debt issuance cost (1,062 ) — — — (1,062 ) Principal payments on long-term debt (11,472 ) (87 ) (9 ) — (11,568 ) Proceeds from issuance of common stock 2,718 — — — 2,718 Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest — — (69 ) (243 ) (312 ) Distributions paid to equity holders — — (497 ) 497 — Capital transactions with former parent, net (19 ) — — — (19 ) Other financing activities, net — — (149 ) 149 — Intercompany 1,546 (1,477 ) (69 ) — — Net cash provided by (used in) financing activities 1,959 (1,564 ) (814 ) 403 (16 ) Effect of exchange rate changes on cash and cash equivalents — 2 (25 ) — (23 ) Change in cash and cash equivalents 105 (7 ) (27 ) — 71 Cash and cash equivalents at beginning of period — 23 335 — 358 Cash and cash equivalents at end of period $ 105 $ 16 $ 308 $ — $ 429 Year ended December 31, 2014 (in millions) FDC Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Consolidation Adjustments Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (458 ) $ 881 $ 439 $ (1,127 ) $ (265 ) 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) 10 683 470 — 1,163 (Gains) charges related to other operating expenses and other income (expense) (71 ) (97 ) 20 — (148 ) Loss on debt extinguishment 274 — — — 274 Stock-based compensation expense 51 — — — 51 Other non-cash and non-operating items, net (751 ) (306 ) — 1,127 70 (Decrease) increase in cash resulting from changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions (731 ) 571 50 — (110 ) Net cash (used in) provided by operating activities (1,676 ) 1,732 979 — 1,035 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (8 ) (124 ) (176 ) — (308 ) Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs — (183 ) (76 ) — (259 ) Acquisitions, net of cash acquired — (31 ) — — (31 ) Proceeds from dispositions — 270 — — 270 Proceeds from sale of property and equipment — 2 1 — 3 Other investing activities, net 75 232 (4 ) (307 ) (4 ) Net cash provided by (used in) investing activities 67 166 (255 ) (307 ) (329 ) CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net 10 — 2 — 12 Proceeds from issuance of long-term debt 1,830 — — — 1,830 Payment of call premiums and debt issuance cost (355 ) — — — (355 ) Principal payments on long-term debt (3,673 ) (73 ) (5 ) — (3,751 ) Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest — — (45 ) (221 ) (266 ) Distributions paid to equity holders — — (453 ) 453 — Capital transactions with former parent, net 1,788 — — — 1,788 Other financing activities, net — — (76 ) 75 (1 ) Intercompany 1,973 (1,840 ) (133 ) — — Net cash provided by (used in) financing activities 1,573 (1,913 ) (710 ) 307 (743 ) Effect of exchange rate changes on cash and cash equivalents — 5 (35 ) — (30 ) Change in cash and cash equivalents (36 ) (10 ) (21 ) — (67 ) Cash and cash equivalents at beginning of period 36 33 356 — 425 Cash and cash equivalents at end of period $ — $ 23 $ 335 $ — $ 358 |