Quarterly Report


Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-11073

 

 

FIRST DATA CORPORATION

(Exact name of registrant as specified in its charter)

www.firstdata.com

 

 

 

DELAWARE   47-0731996

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

6200 SOUTH QUEBEC STREET,

GREENWOOD VILLAGE, COLORADO

  80111
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (303) 967-8000

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ¨     No   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨         Accelerated filer   ¨         Non-accelerated filer   x         Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

There were 1,000 shares of the registrant’s common stock outstanding as of October 31, 2008.

 

 

 


Table of Contents

INDEX

 

          PAGE
NUMBER

PART I FINANCIAL INFORMATION

  

Item 1

  

Financial Statements (unaudited):

  
  

Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and the period from September 25, 2007 through September 30, 2007 (successor periods), and the periods from July 1, 2007 through September 24, 2007 and the period from January 1, 2007 through September 24, 2007 (predecessor periods)

   3
  

Consolidated Balance Sheets at September 30, 2008 and December 31, 2007

   5
  

Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and the period from September 25, 2007 through September 30, 2007 (successor periods), and the period from January 1, 2007 through September 24, 2007 (predecessor period)

   6
  

Notes to Consolidated Financial Statements

   7

Item 2

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   42

Item 3

  

Quantitative and Qualitative Disclosures About Market Risk

   70

Item 4

  

Controls and Procedures

   71

PART II OTHER INFORMATION

  

Item 1

  

Legal Proceedings

   72

Item 1A

  

Risk Factors

   72

Item 2

  

Unregistered Sales of Equity Securities and Use of Proceeds

   72

Item 3

  

Defaults Upon Senior Securities

   72

Item 4

  

Submission of Matters to a Vote of Security Holders

   72

Item 5

  

Other Information

   72

Item 6

  

Exhibits

   73

 

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Table of Contents

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions)

 

     Successor           Predecessor  
     Three months
ended

September 30,
2008
    Period from
September 25
through September 30,
2007 (a)
          Period from
July 1
through September 24,
2007
 

Revenues:

          

Transaction and processing service fees:

          

Merchant related services (b )

   $ 701.3     $ 42.6         $ 618.1  

Check services

     94.3       6.7           100.4  

Card services (b )

     524.6       35.2           468.8  

Other services

     141.7       11.3           133.1  

Investment income, net

     (24.5 )     (0.8 )         (29.1 )

Product sales and other

     215.6       12.0           228.9  

Reimbursable debit network fees, postage and other

     511.0       28.3           415.7  
                            
     2,164.0       135.3           1,935.9  
                            

Expenses:

          

Cost of services (exclusive of items shown below)

     761.2       48.4           795.6  

Cost of products sold

     77.1       4.9           69.6  

Selling, general and administrative

     306.3       24.9           433.1  

Reimbursable debit network fees, postage and other

     511.0       28.3           415.7  

Depreciation and amortization

     338.9       20.8           155.4  

Other operating expenses:

          

Restructuring, net

     16.0       —             —    

Impairments

     29.6       —             4.3  

Litigation and regulatory settlements

     —         —             (2.5 )
                            
     2,040.1       127.3           1,871.2  
                            

Operating profit

     123.9       8.0           64.7  
                            

Other income (expense):

          

Interest income

     5.9       3.6           9.9  

Interest expense

     (497.7 )     (34.6 )         (33.2 )

Other income (expense)

     70.5       (27.7 )         1.5  
                            
     (421.3 )     (58.7 )         (21.8 )
                            

(Loss) income before income taxes, minority interest, equity earnings in affiliates and discontinued operations

     (297.4 )     (50.7 )         42.9  
 

Income tax (benefit) expense

     (145.5 )     (21.2 )         18.2  

Minority interest

     (47.5 )     (2.5 )         (36.2 )

Equity earnings in affiliates

     35.0       3.3           75.3  
                            

(Loss) income from continuing operations

     (164.4 )     (28.7 )         63.8  

Loss from discontinued operations, net of taxes of $0, $0 and $7.1, respectively

     —         —             (7.1 )
                            

Net (loss) income

   $ (164.4 )   $ (28.7 )       $ 56.7  
                            

 

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Table of Contents

 

     Successor           Predecessor  
     Nine months
ended
September 30,
2008
    Period from
September 25
through September 30,
2007 (a)
          Period from
January 1
through September 24,
2007
 

Revenues:

          

Transaction and processing service fees:

          

Merchant related services (b )

   $ 2,037.1     $ 42.6         $ 1,833.6  

Check services

     291.8       6.7           304.1  

Card services ( b )

     1,536.4       35.2           1,411.9  

Other services

     420.0       11.3           416.3  

Investment income, net

     67.3       (0.8 )         (66.9 )

Product sales and other

     641.6       12.0           616.4  

Reimbursable debit network fees, postage and other

     1,500.6       28.3           1,257.5  
                            
     6,494.8       135.3           5,772.9  
                            

Expenses:

          

Cost of services (exclusive of items shown below)

     2,267.3       48.4           2,207.3  

Cost of products sold

     231.4       4.9           209.2  

Selling, general and administrative

     925.9       24.9           1,058.8  

Reimbursable debit network fees, postage and other

     1,500.6       28.3           1,257.5  

Depreciation and amortization

     996.8       20.8           476.4  

Other operating expenses:

          

Restructuring, net

     15.9       —             7.9  

Impairments

     29.6       —             20.6  

Litigation and regulatory settlements

     —         —             2.5  

Other

     —         —             (7.7 )
                            
     5,967.5       127.3           5,232.5  
                            

Operating profit

     527.3       8.0           540.4  
                            

Other income (expense):

          

Interest income

     21.5       3.6           30.8  

Interest expense

     (1,466.5 )     (34.6 )         (103.6 )

Other income (expense)

     33.7       (27.7 )         4.9  
                            
     (1,411.3 )     (58.7 )         (67.9 )
                            

(Loss) income before income taxes, minority interest, equity earnings in affiliates and discontinued operations

     (884.0 )     (50.7 )         472.5  
 

Income tax (benefit) expense

     (345.4 )     (21.2 )         125.8  

Minority interest

     (116.8 )     (2.5 )         (105.3 )

Equity earnings in affiliates

     108.7       3.3           223.0  
                            

(Loss) income from continuing operations

     (546.7 )     (28.7 )         464.4  

Loss from discontinued operations, net of taxes of $0, $0 and $3.0, respectively

     —         —             (3.6 )
                            

Net (loss) income

   $ (546.7 )   $ (28.7 )       $ 460.8  
                            

 

(a)

Includes the results of operations (reflecting the change in fair value of forward starting, deal contingent interest rate swaps) of Omaha Acquisition Corporation for the period prior to its merger with and into First Data Corporation from March 29, 2007 (its formation) through September 24, 2007. Also includes post merger results of First Data Corporation for the period from September 25, 2007 to September 30, 2007.

 

(b)

Includes processing fees, administrative service fees and other fees charged to merchant alliances accounted for under the equity method of $56.6 million and $165.8 million for the three and nine months ended September 30, 2008, respectively, and $3.6 million for the successor period from September 25, 2007 through September 30, 2007, $54.9 million for the predecessor period from July 1, 2007 through September 24, 2007 and $165.1 million for the predecessor period from January 1, 2007 through September 24, 2007.

See Notes to Consolidated Financial Statements.

 

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FIRST DATA CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except common stock share amounts)

 

     Successor  
     September 30,
2008
    December 31,
2007
 
     (Unaudited)        
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 578.9     $ 606.5  

Accounts receivable, net of allowance for doubtful accounts of $16.8 (2008) and $14.7 (2007)

     2,068.4       2,412.8  

Settlement assets

     8,278.4       17,142.6  

Other current assets

     435.7       479.7  
                

Total current assets

     11,361.4       20,641.6  
                

Property and equipment, net of accumulated depreciation of $199.0 (2008) and $61.2 (2007)

     1,092.1       939.3  

Goodwill

     18,652.7       16,817.2  

Customer relationships, net of accumulated amortization of $835.8 (2008) and $230.5 (2007)

     5,586.2       6,785.5  

Other intangibles, net of accumulated amortization of $296.1 (2008) and $76.9 (2007)

     1,912.1       1,738.1  

Investment in affiliates

     3,587.8       3,526.3  

Long-term settlement assets

     838.7       1,085.8  

Other long-term assets

     1,038.3       975.5  
                

Total assets

   $ 44,069.3     $ 52,509.3  
                
LIABILITIES AND STOCKHOLDER’S EQUITY     

Current liabilities:

    

Accounts payable

   $ 188.3     $ 158.5  

Short-term and current portion of long-term borrowings

     659.4       620.3  

Settlement obligations

     9,138.3       18,228.4  

Other current liabilities

     1,322.9       1,398.9  
                

Total current liabilities

     11,308.9       20,406.1  
                

Long-term borrowings

     22,117.9       21,953.5  

Deferred long-term tax liabilities

     3,343.0       2,381.6  

Other long-term liabilities

     893.4       939.1  
                

Total liabilities

     37,663.2       45,680.3  
                

Commitments and contingencies (see Note 10)

    

Stockholder’s equity:

    

Common stock, $.01 par value; authorized and issued 1,000 shares (2008 and 2007)

     —         —    

Additional paid-in capital

     7,417.4       7,224.4  
                

Paid-in capital

     7,417.4       7,224.4  

Accumulated loss

     (850.4 )     (301.9 )

Accumulated other comprehensive loss

     (160.9 )     (93.5 )
                

Total stockholder’s equity

     6,406.1       6,829.0  
                

Total liabilities and stockholder’s equity

   $ 44,069.3     $ 52,509.3  
                

See Notes to Consolidated Financial Statements.

 

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FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

 

     Successor           Predecessor  
     Nine months
ended
September 30,
2008
    Period from
September 25
through September 30,
2007
          Period from
January 1
through September 24,
2007
 

Cash and cash equivalents at beginning of period

   $ 606.5       —           $ 1,154.2  
                            

CASH FLOWS FROM OPERATING ACTIVITIES

          

Net (loss) income from continuing operations

     (546.7 )   $ (28.7 )         464.4  

Net loss from discontinued operations

     —         —             (3.6 )

Adjustments to reconcile to net cash provided by operating activities:

          

Depreciation and amortization (including amortization netted against equity earnings in affiliates and revenues)

     1,157.6       22.8           540.2  

Charges (gains) related to restructuring, impairments, litigation and regulatory settlements, other and other income (expense)

     8.8       27.7           20.9  

Other non-cash and non-operating items, net

     (10.0 )     (5.1 )         67.8  

Increase (decrease) in cash, excluding the effects of acquisitions and dispositions, resulting from changes in:

          

Accounts receivable, current and long-term

     332.2       7.8           (145.4 )

Other assets, current and long-term

     218.0       1.8           (28.7 )

Accounts payable and other liabilities, current and long-term

     (287.7 )     53.0           (4.8 )

Income tax accounts

     (397.7 )     (21.2 )         69.6  

Excess tax benefit from share-based payment arrangement

     (46.8 )     —             (219.8 )
                            

Net cash provided by operating activities from continuing operations

     427.7       58.1           764.2  

Net cash used in operating activities from discontinued operations

     —         —             (9.7 )
                            

Net cash provided by operating activities

     427.7       58.1           754.5  
                            

CASH FLOWS FROM INVESTING ACTIVITIES

          

Merger, net of cash acquired

     —         (24,974.5 )         —    

Current period acquisitions, net of cash acquired

     (265.7 )     —             (690.3 )

Payments related to other businesses previously acquired

     (17.1 )     —             (50.0 )

Proceeds from dispositions, net of expenses paid

     46.0       —             —    

Additions to property and equipment, net

     (189.1 )     —             (275.5 )

Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs

     (118.7 )     —             (123.7 )

Proceeds from the sale of marketable securities

     52.6       —             11.8  

Other investing activities

     (52.0 )     (35.5 )         (9.5 )
                            

Net cash used in investing activities

     (544.0 )     (25,010.0 )         (1,137.2 )
                            

CASH FLOWS FROM FINANCING ACTIVITIES

          

Short-term borrowings, net

     107.9       151.2           26.3  

Principal payments on long-term debt

     (246.4 )     (1,962.6 )         (126.6 )

Proceeds from issuance of long-term debt

     68.1       21,213.5           —    

Proceeds from issuance of common stock

     —         7,226.5           187.4  

Capital contributed by Parent

     126.8       —             —    

Excess tax benefit from share-based payment arrangement

     46.8       —             219.8  

Purchase of treasury shares

     —         —             (371.8 )

Cash dividends

     (1.8 )     —             (67.7 )
                            

Net cash provided by (used in) financing activities

     101.4       26,628.6           (132.6 )
                            

Effect of exchange rate changes on cash and cash equivalents

     (12.7 )     —             34.5  
                            

Change in cash and cash equivalents

     (27.6 )     1,676.7           (480.8 )
                            

Cash and cash equivalents at end of period

   $ 578.9     $ 1,676.7         $ 673.4  
                            

See Notes to Consolidated Financial Statements.

 

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Table of Contents

FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Basis of Presentation

The accompanying Consolidated Financial Statements of First Data Corporation (“FDC” or the “Company”) should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. Significant accounting policies disclosed therein have not changed.

On September 24, 2007, the Company was acquired through a merger transaction (the “merger”) with an entity controlled by affiliates of Kohlberg Kravis Roberts & Co. (“KKR” or the “sponsor”). The merger resulted in the equity of FDC becoming privately held. Details of the merger are more fully discussed in Note 3. The accompanying consolidated statements of operations and cash flows are presented for two periods: predecessor (the periods from July 1, 2007 to September 24, 2007 and from January 1, 2007 to September 24, 2007) and successor (the period from September 25, 2007 to September 30, 2007 and the three and nine-month periods ended September 30, 2008), which relate to the periods preceding the merger and the periods succeeding the merger, respectively. The Company applied purchase accounting to the opening balance sheet and results of operations on September 25, 2007 as the merger occurred at the close of business on September 24, 2007. The merger resulted in a new basis of accounting beginning on September 25, 2007.

The accompanying Consolidated Financial Statements are unaudited; however, in the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the consolidated financial position of the Company at September 30, 2008, and the consolidated results of its operations and cash flows for the successor and predecessor periods for the three and nine months ended September 30, 2008 and the periods from September 25, 2007 through September 30, 2007, from July 1, 2007 through September 24, 2007 and from January 1, 2007 through September 24, 2007, respectively. Results of operations reported for interim periods are not necessarily indicative of results for the entire year due in part to the seasonality of certain business units.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

Presentation

The Company’s Consolidated Balance Sheet presentation has historically been unclassified due to the short-term nature of its settlement obligations contrasted with the Company’s ability to invest cash awaiting settlement in long-term investment securities. The Company repositioned the majority of its investment portfolio associated with cash awaiting settlement from long-term investments to short-term investments. As a result of the repositioning of the portfolio such that a majority of the settlement assets and all settlement liabilities are short-term, the Company has changed to a classified balance sheet in 2008. The Consolidated Balance Sheet as of December 31, 2007 has been revised to conform to this presentation.

A new Chief Executive Officer, the Company’s chief operating decision maker, was appointed as a result of the September 24, 2007 merger with an affiliate of KKR. In connection with this change in leadership, changes were made to the Company’s senior management and organization of the business. Effective January 1, 2008, the Company’s new Chief Executive Officer began making strategic and operating decisions with regards to assessing performance and allocating resources based on a new segment structure. Segment results for 2007 have been revised to reflect the new structure. In connection with this segment realignment, the Company also reclassified certain transaction and processing service fee revenue components in the Consolidated Statements of Operations, primarily the prepaid business from “Merchant related services” to “Other services” and the debit network business from “Merchant related services” to “Card services”. Additionally, consolidated expenses for 2007 have been revised to present certain depreciation and amortization amounts as a separate component of expenses.

The Company sold its ownership interest in Active Business Services, Ltd (“Active”) in July 2008. Revenue and operating profit associated with Active are included in the consolidated financial statements through the date of the sale and are presented as a divested business for purposes of segment reporting. International segment revenue and operating profit were adjusted for 2007 to exclude the results of Active.

Depreciation and amortization presented as a separate line item on the Company’s Consolidated Statements of Operations does not include amortization of initial payments for new contracts which is recorded as a contra-revenue within “Transaction and processing service fees” of $3.5 million and $6.9 million for the three and nine months ended September 30, 2008, respectively, zero for the successor period from September 25, 2007 through September 30, 2007, $12.0 million for the predecessor period from July 1, 2007 through September 24, 2007 and $39.6 million for the predecessor period from January 1, 2007

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

through September 24, 2007. Also not included is amortization related to equity method investments which is netted within the “Equity earnings in affiliates” line of $53.3 million and $153.9 million for the three and nine months ended September 30, 2008, respectively, $2.0 million for the successor period from September 25, 2007 through September 30, 2007, $7.8 million for the predecessor period from July 1, 2007 through September 24, 2007 and $24.2 million for the predecessor period from January 1, 2007 through September 24, 2007.

Official Check and Money Order Wind-down

In conjunction with the wind-down of the official check and money order business (included within the Integrated Payment Systems (“IPS”) segment) and in the first quarter 2008, the Company repositioned its investment portfolio to principally taxable investments. As a result, the revenues and operating profit of the IPS segment are no longer stated on a pretax equivalent basis effective as of January 1, 2008. The investment portfolio decreased from $12.6 billion at December 31, 2007 to $5.5 billion at September 30, 2008 due to the wind-down and the Company anticipates significant decreases related to client deconversions during the next nine months. Additionally, in July 2008, IPS agreed with The Western Union Company (“Western Union”) that on October 1, 2009 IPS will assign and transfer to Western Union, among other things, certain assets and equipment used by IPS to issue retail money orders and an amount sufficient to satisfy all outstanding retail money orders. On the closing date, Western Union will assume IPS’s role as issuer of the retail money orders. The transfer will result in a significant decrease to the IPS settlement asset portfolio. Due to volatility in the global credit and capital markets, certain of the Company’s portfolio holdings lack liquidity or are otherwise impaired. See Note 13, Fair Value Measurements, for a description of the impacted securities. The Company does not anticipate the need to liquidate the securities currently lacking liquidity until after 2009.

Revenue Recognition

The Company recognizes revenues from its processing services as such services are performed. Revenue is recorded net of certain costs such as credit and offline debit interchange fees and assessments charged by credit card associations which totaled $2,123.0 million for the three months ended September 30, 2008, $122.1 million for the successor period from September 25, 2007 through September 30, 2007 and $1,760.5 million for the predecessor period from July 1, 2007 through September 24, 2007. Totals for the nine months ended September 30, 2008 and the predecessor period from January 1, 2007 through September 24, 2007 were $6,189.8 million and $5,241.9 million, respectively. Debit network fees related to acquired PIN-based debit transactions are recognized in the “Reimbursable debit network fees, postage and other” revenue and expense lines of the Consolidated Statements of Operations. The debit network fees related to acquired PIN-debit transactions charged by debit networks totaled $324.5 million for the three months ended September 30, 2008, $16.6 million for the successor period from September 25, 2007 through September 30, 2007 and $240.2 million for the predecessor period from July 1, 2007 through September 24, 2007. Totals for the nine months ended September 30, 2008 and the predecessor period from January 1, 2007 through September 24, 2007 were $937.6 million and $719.8 million, respectively.

New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations.” The new standard will significantly change the financial accounting and reporting of business combination transactions in the consolidated financial statements. It will require an acquirer to recognize, at the acquisition date, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their full fair values as of that date. In a business combination achieved in stages (step acquisitions), the acquirer will be required to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in earnings. The acquisition-related transaction and restructuring costs will no longer be included as part of the capitalized cost of the acquired entity but will be required to be accounted for separately in accordance with applicable generally accepted accounting principles. SFAS No. 141(R) applies for the Company prospectively to business combinations for which the acquisition date is on or after January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements.” The statement clarifies the definition of a non-controlling (or minority) interest and requires that non-controlling interests in subsidiaries be reported as a component of equity in the consolidated statement of financial position and requires that earnings attributed to the non-controlling interests be reported as part of consolidated earnings and not as a separate component of income or expense. However, it will also require expanded disclosures of the attribution of consolidated earnings to the controlling and non-controlling interests on the face of the consolidated income statement. SFAS No. 160 will require that changes in a parent’s controlling ownership interest, that do not result in a loss of control of the subsidiary, are accounted for as equity transactions among shareholders in the consolidated entity therefore resulting in no gain or loss recognition in the income statement. Only

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

when a subsidiary is deconsolidated will a parent recognize a gain or loss in net income. SFAS No. 160 will be applied by the Company prospectively beginning January 1, 2009 except for the presentation and disclosure requirements that will be applied retrospectively for all periods presented.

Note 2: Supplemental Financial Information

The following table details the components of “Other income (expense)” on the Consolidated Statements of Operations:

 

     Successor           Predecessor  

(in millions)

   Three months
ended
September 30, 2008
    Period from
September 25 through
September 30, 2007
          Period from
July 1 through
September 24, 2007
 

Investment gains and (losses)

   $ (2.7 )   $ (0.2 )       $ (0.5 )

Derivative financial instruments gains and (losses)

     9.1       (21.5 )         (0.6 )

Divestitures, net

     0.1       —             2.6  

Debt repayment gains and (losses)

     —         (6.0 )         —    

Non-operating foreign currency gains and (losses)

     64.0       —             —    
                            

Other income (expense)

   $ 70.5     $ (27.7 )       $ 1.5  
                            
        
     Successor           Predecessor  

(in millions)

   Nine months
ended
September 30, 2008
    Period from
September 25 through
September 30, 2007
          Period from
January 1 through
September 24, 2007
 

Investment gains and (losses)

   $ 19.4     $ (0.2 )       $ (2.0 )

Derivative financial instruments gains and (losses)

     5.7       (21.5 )         (0.6 )

Divestitures, net

     0.1       —             6.1  

Debt repayment gains and (losses)

     —         (6.0 )         1.4  

Non-operating foreign currency gains and (losses)

     8.5       —             —    
                            

Other income (expense)

   $ 33.7     $ (27.7 )       $ 4.9  
                            

The investment losses for the three months ended September 30, 2008 resulted from a money market investment impairment while the nine-month period also included a gain related to the sale of MasterCard stock. The derivative financial instruments gains for the three and nine month periods in 2008 were due most significantly to the mark-to-market adjustments for cross currency swaps that were not designated as accounting hedges, certain interest rate swaps that were not designated as accounting hedges for a period of time and the ineffectiveness from interest rate swaps that were designated as accounting hedges but are not perfectly effective.

For the three and nine months ended September 30, 2008, the net non-operating foreign currency exchange gains related to the mark-to-market of the Company’s intercompany loans and the euro-denominated debt issued in connection with the merger. Historically, intercompany loans were deemed to be of a long-term nature for which settlement was not planned or anticipated in the foreseeable future. Accordingly, the translation adjustments were reported in “Other comprehensive income”. Effective in September 2007 and in conjunction with the merger, the Company made the decision to begin settling intercompany loans which results in a benefit or charge to earnings due to movement in foreign currency exchange rates.

The derivative financial instruments loss in the successor 2007 period was due to decreases in the fair value of forward starting, deal contingent interest rate swaps of Omaha Acquisition Corporation for the period prior to its merger with and into the Company from March 29, 2007 (its formation) through September 24, 2007 and prior to their designation as a hedge. The debt repayment loss of $6.0 million in the 2007 successor period relates to the Company repurchasing a majority of its pre-merger debt after consummation of the merger for the cost to execute the associated debt tender.

Supplemental Cash Flow Information

Significant non-cash transactions during the nine months ended September 30, 2008 included the Company increasing the principal amount of its senior unsecured PIK term loan facility by $197.4 million resulting from the “payment” of accrued interest expense. During the nine months ended September 30, 2008, the Company entered into approximately $83 million of capital leases. Capital leases into which the Company entered during the successor and predecessor periods in 2007 were immaterial.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

On September 17, 2008, the Company launched a registered exchange offer to exchange the $2.2 billion aggregate principal amount of its 9.875% senior notes due 2015 for publicly tradable notes. The Company also exchanged substantially all of its remaining bridge loans for notes. See Note 7 for detailed information regarding these events.

See Note 12 for information concerning the Company’s stock-based compensation plans.

Note 3: Merger

On September 24, 2007, FDC merged with affiliates of KKR. For details, refer to Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Purchase Price Allocation

The total purchase price of approximately $26.6 billion was allocated to the Company’s net tangible and identifiable intangible assets based on their estimated fair values as set forth below. A portion of the valuation of identifiable intangible assets was allocated to the Company’s investments in unconsolidated joint ventures (reflected in the “Investment in affiliates” line of the Consolidated Balance Sheets). The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The allocation of the purchase price to fixed assets and identifiable intangible assets was finalized in the third quarter 2008. The Company has finalized its purchase accounting and in the third quarter of 2008 recorded purchase accounting adjustments mostly related to pre-acquisition contingencies, including pending litigation, implementation of management’s restructuring plans and deferred taxes on the purchase accounting. Certain adjustments related to income tax matters may, however, still be made in the fourth quarter.

 

(in millions)

      

Property and equipment

   $ 1,047.3  

Customer relationships

     6,353.3  

Software

     852.5  

Trade names

     813.6  

Other intangibles

     157.0  

Goodwill

     18,504.1  

Investment in affiliates

     3,720.0  

Deferred taxes

     (3,682.6 )

Other net liabilities acquired

     (1,180.2 )
        

Total purchase price

   $ 26,585.0  
        

The estimated weighted-average useful lives (excluding the impact of accelerated amortization and the First Data trade name which was determined to have an indefinite life) associated with the intangible assets are approximately:

 

Customer relationships

   14 years

Software

   6 years

Trade names

   15 years

Other intangibles

   16 years

Investment in affiliates

   11 years

Total weighted-average useful lives

   13 years

Upon consideration of many factors, including the determination that there are no legal, regulatory or contractual provisions that limit the useful life of the First Data trade name, the Company determined that the First Data trade name had an indefinite useful life with a value of $603.5 million. The Company also considered the effects of obsolescence, demand, competition, other economic factors and ability to maintain and protect the trade name without significant expenditures. The First Data trade name is expected to contribute directly or indirectly to the future cash flows of the Company for an indefinite period. As an indefinite lived asset, the First Data trade name will not be amortized but will be reviewed annually for impairment until such time as it is determined to have a finite life.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

The Company generally uses straight-line amortization for intangible assets other than for customer relationships for which the pattern of economic benefits are known and for which an accelerated method of amortization is used to more appropriately allocate the cost of the relationships to the periods that will benefit from them. Deferred tax liabilities were recorded related to the allocation of the purchase price to intangible assets. Less than 5% of goodwill resulting from the merger is deductible for tax purposes at a local jurisdiction level. The allocation of goodwill by segment is as follows (in millions):

 

Merchant Services

   $ 11,118.0

Financial Services

     3,708.0

International

     3,014.2

Prepaid Services

     600.9

Integrated Payment Systems

     —  

All Other and Corporate

     63.0
      
   $ 18,504.1
      

Goodwill will be reviewed at least annually for impairment. The Company will perform its annual impairment review of goodwill in the fourth quarter. The current economic conditions may affect certain inputs to the impairment analysis that could have an adverse impact on the results.

Merger Related Restructuring Charges

During the fourth quarter 2007, the Company implemented a plan that provided strategic direction for the Company under its new leadership. The plan anticipated capturing efficiencies related to the simplification of domestic and international operations and other near term cost saving initiatives as well as certain reductions in personnel. In accordance with this plan and in November 2007, the Company terminated approximately 1,600 employees across the organization representing all levels of employees and approximately 6% of its worldwide work force. A majority of them ceased working before December 31, 2007. Additional actions occurred during first, second and third quarters 2008 resulting in the termination of over 500 employees across the organization reflected in purchase accounting.

The following table summarizes the Company’s utilization of restructuring accruals related to the merger recorded in purchase accounting for the nine months ended September 30, 2008:

 

(in millions)

   Employee
Severance
 

Remaining accrual at January 1, 2008

   $ 92.4  

Charges recorded in purchase accounting

     48.1  

Cash payments

     (98.4 )

Other adjustments

     (5.2 )
        

Remaining accrual at September 30, 2008

   $ 36.9  
        

Merger and Other Related Costs

During the predecessor periods from July 1, 2007 through September 24, 2007 and from January 1, 2007 through September 24, 2007, the Company expensed merger related costs consisting primarily of investment banking, accounting and legal fees totaling $53.8 million and $69.7 million, respectively. During the three and nine months ended September 30, 2008, the Company expensed $3.9 million and $9.2 million, respectively for similar costs. During the predecessor period from July 1, 2007 through September 24, 2007, the Company also recognized a pretax charge of $175.9 million related to accelerated vesting of all outstanding FDC unvested stock options, restricted stock awards and restricted stock units as well as Western Union unvested stock options, restricted stock awards and restricted stock units held by FDC employees and an additional $19.6 million of associated taxes (excluding all income tax impacts).

Unaudited Pro Forma Condensed Consolidated Statements of Operations

The following Unaudited Pro Forma Condensed Consolidated Statements of Operations reflect the consolidated results of operations of the Company as if the merger had occurred on January 1, 2007. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the merger, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. Such items include interest expense related to debt issued in conjunction with the merger as well as additional amortization expense associated with the valuation of intangible assets. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the merger had actually occurred on that date, nor of the results that may be obtained in the future.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Unaudited Pro Forma Condensed Consolidated Statements of Operations

 

     Three months
ended
September 30,
2007
    Nine months
ended
September 30,
2007
 
     (in millions)     (in millions)  

Revenues:

    

Transaction and processing service fees

   $ 1,416.2     $ 4,061.7  

Investment income, net

     (29.9 )     (67.7 )

Product sales and other

     240.9       628.4  

Reimbursable debit network fees, postage and other

     444.0       1,285.8  
                
     2,071.2       5,908.2  
                

Expenses:

    

Cost of services (exclusive of items shown below)

     735.2       2,141.5  

Cost of products sold

     74.5       214.1  

Selling, general and administrative

     318.4       936.5  

Reimbursable debit network fees, postage and other

     444.0       1,285.8  

Depreciation and amortization

     305.7       906.1  

Other operating expenses:

    

Restructuring, net

     —         7.9  

Impairments

     4.3       20.6  

Litigation and regulatory settlements

     (2.5 )     2.5  

Other

     —         (7.7 )
                
     1,879.6       5,507.3  
                

Operating profit

     191.6       400.9  
                

Interest income

     13.5       34.4  

Interest expense

     (491.1 )     (1,486.3 )

Other income (expense)

     (20.2 )     (18.2 )
                
     (497.8 )     (1,470.1 )
                

Loss before income taxes, minority interest, equity earnings in affiliates and discontinued operations

     (306.2 )     (1,069.2 )

Income taxes

     (130.8 )     (502.2 )

Minority interest

     (38.7 )     (107.8 )

Equity earnings in affiliates

     34.5       90.5  
                

Loss from continuing operations

   $ (179.6 )   $ (584.3 )
                

Note 4: Restructuring, Impairments, Litigation and Regulatory Settlements and Other

Restructuring charges and reversal of restructuring accruals

The Company recorded restructuring charges comprised of severance totaling $16.0 million for the three and nine months ended September 30, 2008. The third quarter 2008 restructurings resulted in terminations of employees within the Financial Services, Merchant Services and Prepaid Services segments ($13.8 million, $1.6 million and $0.6 million, respectively) in accordance with previously established plans. The estimated impact of these restructurings is a charge of approximately $23 million, most of which was recognized in the third quarter 2008 and the remainder to be recognized in the fourth quarter of 2008 and the first half of 2009.

The Company recorded restructuring charges in 2007 comprised of severance totaling $0.7 million and $10.2 million in the predecessor periods from July 1, 2007 through September 24, 2007 and January 1, 2007 through September 24, 2007, respectively. Restructuring charges for first quarter 2007 resulted from efforts to improve the overall efficiency and effectiveness of the sales and sales support teams within the Merchant Services segment. Severance charges resulted from the termination of approximately 230 sales related employees comprising approximately 10% of the segment’s regional sales, cross-sale and sales support organizations. This restructuring plan was completed in the first quarter of 2007. Restructuring charges for the second

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

and third quarter of the predecessor 2007 period resulted from the termination of approximately 140 employees within the International segment. The terminations were associated with data center consolidation and global sourcing initiatives. The Company also reversed $0.7 million and $2.3 million in the predecessor periods from July 1, 2007 through September 24, 2007 and January 1, 2007 through September 24, 2007, respectively, of prior period restructuring accruals related to changes in estimates regarding severance costs from restructuring activities that occurred in 2005 through 2007.

The following table summarizes the Company’s utilization of restructuring accruals from continuing operations, excluding merger related restructuring charges described in Note 3, for the period from January 1, 2008 through September 30, 2008 (in millions):

 

     Employee
Severance
    Facility
Closure
 

Remaining accrual at January 1, 2008

   $ 6.5     $ 0.1  

Expense provision

     16.0       —    

Cash payments and other

     (3.1 )     (0.1 )

Changes in estimates (a)

     (3.1 )     —    
                

Remaining accrual at September 30, 2008

   $ 16.3     $ —    
                

 

(a) Primarily recorded through purchase accounting for the merger relating to pre-merger accruals.

Impairments

During the third quarter 2008, the Company recorded a charge related to an asset impairment associated with the Company’s subsidiary, Peace Software (“Peace”), included within the Financial Services segment. The impairment occurred because of the deterioration of profitability on existing business and Peace’s limited success in attracting new clients. This resulted in the Company recording an impairment of $29.6 million of the goodwill and intangible assets associated with this business which was reported in the “Impairments” line item of the Consolidated Statements of Operations. The Company sold Peace in October 2008.

During the predecessor period from July 1, 2007 through September 24, 2007, the Company recorded a charge of $4.2 million related to the impairment of fixed assets and software associated with the Company’s government business within the Financial Services segment. The Company recorded minority interest benefit of $1.1 million associated with the impairment. During the first quarter 2007, the Company recorded a charge of $16.3 million related to the impairment of goodwill and intangible assets associated with the wind-down of the Company’s official check and money order business described in Note 1.

Litigation and regulatory settlements

In the predecessor period from July 1, 2007 through September 24, 2007, the Company recorded an additional benefit of $2.5 million related to the Visa settlement that was originally recorded in the three months ended September 30, 2006. In the second quarter 2007, the Company recorded a $5.0 million litigation accrual associated with a judgment against the Company pertaining to a vendor contract issue on a business included in the Prepaid Services segment.

Other

The majority of the benefit recorded during the period from January 1, 2007 through September 24, 2007, related to the release of escheatment accruals originally recorded in the fourth quarter 2005.

Note 5: Acquisitions and Dispositions

In January 2008, the Company entered into a joint venture with Allied Irish Banks p.l.c. (“AIB”), of which the Company owns 50.1%. The joint venture provides card acquiring services in the Republic of Ireland, the United Kingdom and elsewhere in Europe. The cash paid to acquire the Company’s interest in the joint venture with AIB was approximately $178 million. The preliminary purchase price allocation resulted in identifiable intangible assets of $64 million, which are being amortized over 10 years, a trade name of $37 million that is being amortized over 15 years and goodwill of $66 million. The joint venture with AIB is consolidated and reported as part of the International segment.

In February 2008, the Company acquired the remaining interest in Unified Network Payment Solutions (“UNPS”) located in Canada. UNPS is consolidated and reported as part of the International segment.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

In July 2008, FDC and its parent, First Data Holdings, Inc. (“Holdings”), purchased the remaining 18.2% and 13.6% of the outstanding equity of Money Network Financial, LLC, (“Money Network”), respectively, not already owned by the Company. The purchase price paid by Holdings consisted of shares of its common stock. FDC subsequently purchased Holdings’ interest in Money Network for an amount equivalent to the value of the shares issued by Holdings as purchase consideration. The total purchase price paid by FDC was $60.8 million. Money Network is reported as part of the Prepaid Services segment.

In September 2008, the Company purchased 50% of EUFISERV’s inter-bank processing business (subsequently renamed Trionis.) Trionis will provide services across Europe. The Company will account for its investment under the equity method of accounting within the International segment.

The aggregate cash paid during the nine months ended September 30, 2008 for the acquisitions was approximately $266 million. The aggregate preliminary purchase price allocation for these acquisitions resulted in $68 million in identifiable intangible assets, which are being amortized over five to 10 years, trade names of $38 million that are being amortized over 10 to 15 years and goodwill of $124 million.

The pro forma impact of all 2008 acquisitions on net income was not material.

In July 2008, the Company sold its subsidiary Active which was reported as part of the International segment.

In July 2008, the Company sold its interest in Early Warning Services which had been accounted for under the equity method and was reported in All Other and Corporate.

In October 2008, the Company sold its subsidiary Peace which was reported as part of the Financial Services segment.

On November 4, 2008, the Company and InComm Holdings Inc. (“InComm”) announced that they mutually agreed to terminate the April 2008 agreement for the Company to acquire InComm.

Note 6: Investments in Affiliates

Operating results include the Company’s proportionate share of income from affiliates, which consist of unconsolidated investments and joint ventures accounted for under the equity method of accounting. The most significant of these affiliates are related to the Company’s merchant bank alliance program.

A merchant bank alliance, as it pertains to investments accounted for under the equity method, is a joint venture between FDC and a financial institution that combines the processing capabilities and management expertise of the Company with the visibility and distribution channel of the bank. The joint ventures acquire credit and debit card transactions from merchants. The Company provides processing and other services to the joint ventures and charges fees to the joint venture primarily based on contractual pricing. These fees have been separately identified on the face of the Consolidated Statements of Operations.

At September 30, 2008, there were nine affiliates accounted for under the equity method of accounting, comprised of five merchant alliances and four strategic investments in companies in related markets.

On November 1, 2008, the Company and JPMorgan Chase terminated their merchant alliance joint venture, Chase Paymentech Solutions TM (“CPS”), which was the Company’s largest merchant alliance. The Company received its proportionate 49% share of the assets of the joint venture, including the full-service ISO and Agent Bank unit and a portion of the employees, which will be operated as part of its Merchant Services segment. First Data will continue to provide transaction processing and related services for certain merchants of the joint venture allocated to JPMorgan Chase. First Data has historically accounted for its minority interest in the joint venture under the equity method of accounting. Beginning November 1, 2008, the portion of the alliance’s business received by the Company in the separation will be reflected on a consolidated basis throughout the financial statements. CPS currently accounts for the vast majority of the equity earnings in affiliates and the processing and other fees noted in footnote (b) on the face of the Consolidated Statements of Operations. The receipt of the Company’s proportionate share of CPS will be accounted for as a purchase business combination. The assets and liabilities received will be recorded at their fair values which are expected to approximate the current carrying value of the Company’s investment in CPS. Due to the separation, the Company will assess its deferred tax liabilities established at the time of the merger. Additionally, the Company will receive approximately $200 million less cash from CPS upon the separation then it otherwise would have to satisfy an obligation associated with taxes. A significant portion of this obligation, however, may be recovered through the future amortization of increased tax basis generated by this event.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

As discussed in Note 5 above, the Company sold its investment in Early Warning Services and purchased 50% of EUFISERV’s inter-bank processing business in the third quarter 2008. In October 2008, the Company sold its interest in an international entity which had been accounted for under the equity method.

A summary of unaudited financial information for the merchant alliances and other affiliates accounted for under the equity method of accounting is as follows (in millions):

 

     Successor

(in millions)

   September 30,
2008
   December 31,
2007

Total assets

   $ 6,275.3    $ 7,443.7

Total liabilities

   $ 4,800.3    $ 6,186.8

 

     Successor         Predecessor

(in millions)

   Three months
ended
September 30,
2008
   Period from
September 25,
2007 through
September 30,
2007
        Period from
July 1, 2007
through
September 24,
2007

Net operating revenues

   $ 434.1    $ 26.9       $ 397.3

Operating expenses

     237.3      15.0         220.3
                       

Operating income

   $ 196.8    $ 11.9       $ 177.0
                       

Net income

   $ 181.1    $ 11.4       $ 172.2

FDC equity earnings

   $ 35.0    $ 3.3       $ 75.3
         
     Successor         Predecessor

(in millions)

   Nine months
ended
September 30,
2008
   Period from
September 25,
2007 through
September 30,
2007
        Period from
January 1,
2007 through
September 24,
2007

Net operating revenues

   $ 1,303.6    $ 26.9       $ 1,193.8

Operating expenses

     724.9      15.0         667.5
                       

Operating income

   $ 578.7    $ 11.9       $ 526.3
                       

Net income

   $ 540.1    $ 11.4       $ 506.1

FDC equity earnings

   $ 108.7    $ 3.3       $ 223.0

The primary components of assets and liabilities are settlement-related accounts as described in Note 6 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

The formation of a merchant joint venture alliance accounted for under the equity method of accounting generally involves the Company and/or a financial institution contributing merchant contracts to the alliance and a cash payment from one owner to the other to achieve the desired ownership percentages. The asset amounts reflected above are owned by the alliances and other equity method investees and do not include any of such payments made by the Company. As discussed in Note 3, a portion of the purchase price related to the merger was allocated to the Company’s investments in unconsolidated joint ventures. The amount by which the total of the Company’s investments in its joint ventures exceeded its proportionate share of the joint ventures’ net assets totaled $2,827.2 million and $3,190.8 million at September 30, 2008 and December 31, 2007, respectively. The non-goodwill portion of this amount is considered an identifiable intangible asset that is amortized accordingly.

Note 7: Borrowings

Senior Secured Revolving Credit Facility and Senior Secured Term Loan Facility

The Company has a $2.0 billion senior secured revolving credit facility. The amounts outstanding against this facility were $306.8 million and $60.0 million as of September 30, 2008 and December 31, 2007, respectively.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

An affiliate of Lehman Brothers Holdings Inc. provides a commitment in the amount of $230.6 million of the Company’s $2.0 billion revolving credit facility. On September 15, 2008, Lehman Brothers Holdings Inc. filed a petition under Chapter 11 of the U.S. Bankruptcy Code. On September 18, 2008, the affiliate declined to participate in a request for funding under the Company’s revolving credit agreement and the Company has no assurances that they will participate in any future funding requests or that the Company could obtain replacement loan commitments from other banks. In the event the Company decides to draw upon the revolving credit facility and the affiliate of Lehman does not fund its obligation in accordance with the credit agreement, the Company believes there are sufficient other funding sources to meet its short-term and long-term liquidity needs.

The terms of the Company’s senior secured term loan facility require the Company to pay equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount. During the three and nine months ended September 30, 2008, the Company paid $31.9 million and $95.8 million, respectively, of principal payments on the senior secured term loan facility in accordance with this provision ($29.4 million and $88.3 million, respectively, related to the U.S. dollar denominated loan and $2.5 million and $7.5 million, respectively, related to the euro denominated loan). The principal on this loan was increased by $68.1 million in the three months ended September 30, 2008 as a result of a draw on the Company’s delayed draw term loan facility and the proceeds were used to pay off the balance of the Company’s 3.375% Notes due in 2008. As of September 30, 2008, approximately $131 million remains available under the delayed draw term loan facility and may be drawn as pre merger notes are repaid at any time prior to December 31, 2008.

The Company entered into basis rate swaps to modify the variable rates on $6.0 billion of the previously executed $7.5 billion interest rate swaps related to the senior secured term loan facility and to lower the fixed interest rates on those interest rate swaps. The basis swaps pay interest at rates equal to three-month-LIBOR and receive interest at rates equal to one-month-LIBOR plus a fixed spread. One basis swap with a notional amount of $2.0 billion expires on June 24, 2009 and all other basis swaps with a combined notional amount of $4.0 billion expire on September 24, 2010. The Company also made a corresponding election on its senior secured term loan facility to change interest payments from three-month-LIBOR to one-month-LIBOR interest rate index on a $6.0 billion principal amount to match the terms of the basis swaps. Having re-designated certain of its hedging relationships to include the basis swaps, all of the interest rate swaps have been designated by the Company as hedges for accounting purposes. The net fixed rates on the interest rate swaps range from 3.779% to 5.2165%.

9.875% Senior Notes due 2015

On September 17, 2008, the Company launched a registered exchange offer to exchange the $2.2 billion aggregate principal amount of its 9.875% senior notes due 2015 for publicly tradable notes having substantially identical terms and guarantees, except that the exchange notes will be freely tradable. Substantially all of the notes were exchanged effective October 14, 2008. There was no expenditure, other than professional fees incurred in connection with the Registration Statement itself, or receipt of cash associated with this exchange.

Senior Unsecured Cash-pay Term Loan Facility and Senior Unsecured PIK Term Loan Facility

The terms of the Company’s senior unsecured PIK (Payment In-Kind) term loan require that interest on this loan up to and including September 20, 2011 be paid entirely by increasing the principal amount of the outstanding loan or by issuing senior unsecured PIK debt. During the three and nine months ended September 30, 2008, the Company increased the principal amount of this loan by $73.7 million and $197.4 million, respectively, in accordance with this provision. The increase in the principal for this quarter is driven primarily by the increase in the interest rate described below.

In June 2008 and after negotiation with the holders of the debt, the Company entered into an agreement with the lenders which, among other things and most significantly, amended the interest rates on the senior unsecured term loan facilities. Effective August 19, 2008, the interest rate on the cash-pay term loan facility increased to 9.875% and the interest rate on the PIK term loan facility increased to 10.55%. The rates effective August 19, 2008 are equivalent to the cap rates that were prescribed by the original loan agreements.

In accordance with the terms of the amended senior unsecured term loan facility, the Company exchanged substantially all of the remaining balance of its 9.875% senior unsecured cash-pay term loan bridge loans due 2015 and 10.55% senior unsecured PIK term loan bridge loans due 2015 for senior cash-pay notes and senior PIK notes, respectively, in each case having substantially identical terms and guarantees with the exception of interest payments being due semi-annually on March 31 and September 30 of each year instead of quarterly. Holders of the remaining borrowings outstanding under the senior bridge loans may exchange, at the option of the lender, for senior cash-pay notes or senior PIK notes on the 15 th day of each calendar month subsequent to this initial Exchange Offering. There was no expenditure, other than professional fees incurred in connection with the Exchange Offering itself, or receipt of cash associated with this exchange.

Senior Subordinated Unsecured Term Loan Facility

In June 2008 and after negotiation with the holders of the debt, the Company entered into an agreement with the lenders which, among other things and most significantly, amended the interest rates on the senior subordinated unsecured term loan facility. Effective August 19, 2008, the interest rate increased to 11.25%. The rate effective August 19, 2008 is equivalent to the cap rate that was prescribed by the original loan agreement.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

In accordance with the terms of the amended senior subordinated unsecured term loan facility, the Company exchanged substantially all of the remaining balance of its 11.25% senior subordinated unsecured term loan bridge loans due 2016 for senior subordinated notes having substantially identical terms and guarantees with the exception of interest payments being due semi-annually on March 31 and September 30 of each year instead of quarterly. Holders of the remaining borrowings outstanding under the senior bridge loans may exchange, at the option of the lender, for senior cash-pay notes or senior PIK notes on the 15 th day of each calendar month subsequent to this initial Exchange Offering. There was no expenditure, other than professional fees incurred in connection with the Exchange Offering itself, or receipt of cash associated with this exchange.

Debt Fees

Initial borrowings under the senior unsecured cash-pay term loan facility, senior unsecured PIK term loan facility, and senior subordinated unsecured term loan facility represented bridge financing (the “bridge facilities”). In June 2008, the Company incurred fees totaling $102.4 million in connection with a modification of the bridge facilities (see descriptions of impact of modifications above). The fees have been capitalized as deferred financing costs and are reported in the “Other long-term assets” line of the Consolidated Balance Sheets. They are payable in three equal annual installments starting August 19, 2008 and are being amortized on a straight-line basis, which approximates the interest method, over the term of the respective debt, with a weighted-average period of 8 years. These fees replace higher underwriting fees that otherwise would have been payable when the bridge facilities were refinanced. No additional fees were paid upon the exchange of the bridge loans to notes described above.

Lines of Credit

The Company has a line of credit associated with First Data Deutschland, available solely for settlement purposes, which totaled approximately 70 million euro, or approximately $102.3 million, as of September 30, 2008. During the three months ended September 30, 2008, the Company eliminated its 60 million euro line of credit and decreased its remaining line of credit to 70 million euro. The Company had $67.1 million outstanding against the line of credit as of September 30, 2008 and $231.8 million outstanding as of December 31, 2007.

The Company has a line of credit associated with Cashcard Australia, Ltd. which is periodically used to fund ATM settlement activity. As of September 30, 2008, the line of credit totaled approximately 160 million Australian dollars, or approximately $133.6 million. The Company had $0 and $54.6 million outstanding against this line of credit as of September 30, 2008 and December 31, 2007, respectively.

The Company also has committed lines of credit associated with the AIB joint venture which totaled 145 million euro, or approximately $211.8 million, as of September 30, 2008. The credit lines are used primarily to fund settlement activity. The Company had $47.7 million outstanding against these lines of credit as of September 30, 2008.

The Company has two credit facilities associated with First Data Polska which are periodically used to fund settlement activity. The maximum amount available under these facilities, which varies for peak needs during the year, totals 245 million Polish zloty, or approximately $107.3 million. The Company had no amount outstanding against these lines of credit as of September 30, 2008 and an immaterial amount outstanding at December 31, 2007.

Other

The Company’s Merchant Solutions joint venture partner funds settlement activity on behalf of the joint venture in accordance with the joint venture’s operating agreement and on an uncommitted basis. The joint venture, which is a consolidated subsidiary of the Company, had $40.5 million and $15.6 million outstanding under this agreement as of September 30, 2008 and December 31, 2007, respectively.

The Company is in compliance with all applicable covenants as of September 30, 2008.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Note 8: Comprehensive Income

The components of comprehensive income (loss) are as follows (in millions):

 

     Successor           Predecessor  
     Three months
ended
September 30,
2008
    Period from
September 25
through

September 30,
2007
          Period from
July 1
through

September 24,
2007
 

Net (loss) income

   $ (164.4 )   $ (28.7 )       $ 56.7  

Foreign currency translation adjustment

     (322.4 )     —             55.0  

Unrealized loss on hedging activities

     (23.4 )     (6.1 )         (0.3 )

Unrealized (loss) gain on securities

     (3.8 )     0.3           0.2  
                            

Total comprehensive (loss) income

   $ (514.0 )   $ (34.5 )       $ 111.6  
                            
        
     Successor           Predecessor  
     Nine months
ended
September 30,
2008
    Period from
September 25
through
September 30,
2007
          Period from
January 1
through
September 24,
2007
 

Net (loss) income

   $ (546.7 )   $ (28.7 )       $ 460.8  

Foreign currency translation adjustment

     (31.3 )     —             123.1  

Unrealized (loss) gain on hedging activities

     (22.7 )     (6.1 )         0.4  

Unrealized (loss) gain on securities

     (13.4 )     0.3           (18.2 )
                            

Total comprehensive (loss) income

   $ (614.1 )   $ (34.5 )       $ 566.1  
                            

The repositioning of the IPS investment portfolio described in Note 1 resulted in the Company recognizing a net pretax loss of $1.3 million for the successor period from September 25, 2007 through September 30, 2007, a net pretax loss of $10.4 million for the predecessor period from July 1, 2007 through September 24, 2007, and a net pretax gain of $4.4 million for the predecessor period from January 1, 2007 through September 24, 2007, net of the impact of terminating any associated interest rate swaps, which were recognized in the “Investment income” line of the Consolidated Statements of Operations. As discussed in Note 13, the Company recorded unrealized losses of $51.2 million in the three and nine months ended September 30, 2008 relating to impairments of investments held in the IPS portfolio also recognized in “Investment income.” Net gains and losses on other securities recognized during the three and nine months ended September 30, 2008 and for the successor period from September 25, 2007 through September 30, 2007 and the predecessor period from January 1, 2007 through September 24, 2007 are disclosed in Note 2.

Note 9: Segment Information

For a detailed discussion of the Company’s principles regarding its operating segments refer to Note 17 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

As discussed in Note 1, the Company started operating under a new segment structure effective January 1, 2008. In connection with this segment realignment, the Company additionally excluded interest income and indirect corporate overhead from segment results. Segment results for the three and nine months ended September 30, 2007 have been revised to reflect the new structure. A summary of the new segments follows:

 

   

The Merchant Services segment is comprised of businesses that provide services which facilitate the merchants’ ability to accept credit, debit, stored-value and loyalty cards. The segment’s processing services include authorization, transaction capture, settlement, chargeback handling, and internet-based transaction processing. Merchant Services also provide POS devices and other equipment necessary to capture merchant transactions. A majority of these services are offered to the merchants through joint ventures or other alliance arrangements primarily with financial institutions and pertain to transactions in which consumer payments to merchants are made through a card association (such as Visa or MasterCard), a debit network, or another payment network (such as Discover).

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

   

The Financial Services segment provides issuer card and network solutions and payment management solutions for point of sale and recurring bill payments. Issuer card and network solutions include credit and retail card processing, debit card processing and network services (including the STAR Network), and output services for financial institutions and other organizations offering credit cards, debit cards and retail private label cards to consumers and businesses to manage customer accounts. Payment management solutions include check verification, settlement and guarantee services (provided by TeleCheck) and other payment options that support merchants and online retailers, businesses, and government agencies. The segment’s largest components of revenue consist of fees for account management, transaction authorization and posting, network switching, check acceptance and warranty, as well as reimbursable postage.

 

   

The International segment is comprised of businesses that provide the following services outside of the United States: credit, retail, debit and prepaid card processing; merchant acquiring and processing; ATM and point-of-sale (“POS”) processing, driving, acquiring and switching services; and card processing software. The largest components of the segment’s revenue are fees for facilitating the merchants’ ability to accept credit, retail and debit cards by authorizing, capturing, and settling merchants’ credit, retail, debit, stored-value and loyalty card transactions as well as for transaction authorization and posting, network switching and account management.

 

   

The Prepaid Services segment consists of businesses that provide a wide range of open and closed loop stored-value products and processing services. The closed loop operations comprise the largest component of the segment’s revenue, providing gift card processing services to large national merchants as well as fleet services to trucking companies. The open loop products are the fastest growing component of the segment driven primarily by employers’ adoption of the Money Network payroll product.

 

   

The IPS segment’s operations involve the issuance of official checks and money orders by agents which are typically banks or other financial institutions. In third quarter 2009, IPS will assign and transfer assets and equipment used in the retail money order business to The Western Union Company (“Western Union”). Official checks serve as an alternative to a bank’s own disbursement items such as cashiers or bank checks. Revenue is principally earned on invested funds which are pending settlement. The Company is in the process of winding down this business.

Although the segments have changed, a detailed discussion regarding the businesses that comprise the Company’s segments, the strategies of the Company and the businesses within the segment, business trends affecting the Company and certain risks inherent in the Company’s business is included in “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

The following table presents the Company’s operating segment results for the successor three and nine months ended September 30, 2008, the successor period from September 25, 2007 through September 30, 2007, the predecessor period from July 1, 2007 through September 24, 2007 and the predecessor period from January 1, 2007 through September 24, 2007, respectively:

 

Successor

                                          

Three months ended September 30, 2008

(in millions)

   Merchant
Services
    Financial
Services
    International     Prepaid
Services
    Integrated
Payment
Systems
    All Other
and
Corporate
    Totals  

Revenues:

              

Transaction and processing service fees

   $ 520.1     $ 497.2     $ 380.1     $ 56.3     $ 3.1     $ 17.2     $ 1,474.0  

Investment income, net

     4.9       0.5       6.3       —         (36.0 )     —         (24.3 )

Product sales and other

     83.1       22.7       84.8       —         —         27.3       217.9  

Reimbursable debit network fees, postage and other

     338.9       179.4       6.5       —         —         —         524.8  

Equity earnings in affiliates (a)

     78.5       —         9.3       —         —         0.5       88.3  
                                                        

Total segment reporting revenues

   $ 1,025.5     $ 699.8     $ 487.0     $ 56.3     $ (32.9 )   $ 45.0     $ 2,280.7  
                                                        

Internal revenue

   $ 20.5     $ 7.3     $ 1.5     $ —       $ —       $ —       $ 29.3  

External revenue

     1,005.0       692.5       485.5       56.3       (32.9 )     45.0       2,251.4  

Depreciation and amortization

     198.7       98.7       72.7       7.7       0.1       17.7       395.6  

Operating profit (loss)

     106.4       111.1       48.5       (0.5 )     (42.3 )     (66.5 )     156.7  

Other operating expenses and other income (expense) excluding divestitures

     (2.8 )     (43.3 )     (0.1 )     (0.6 )     —         71.6       24.8  

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Successor

                                         

Period from September 25, 2007 through

September 30, 2007

(in millions)

   Merchant
Services
    Financial
Services
    International     Prepaid
Services
   Integrated
Payment
Systems
    All Other
and
Corporate
    Totals  

Revenues:

               

Transaction and processing service fees

   $ 33.0     $ 33.7     $ 23.0     $ 5.2    $ 0.3     $ 1.6     $ 96.8  

Investment income, net

     0.8       0.1       0.3       —        1.7       —         2.9  

Product sales and other

     5.8       1.8       4.6       —        —         0.1       12.3  

Reimbursable debit network fees, postage and other

     16.8       11.2       0.6       —        —         —         28.6  

Equity earnings in affiliates (a)

     4.9       —         0.3       —        —         0.1       5.3  
                                                       

Total segment reporting revenues

   $ 61.3     $ 46.8     $ 28.8     $ 5.2    $ 2.0     $ 1.8     $ 145.9  
                                                       

Internal revenue and pretax equivalency

   $ 0.8     $ 0.6     $ 0.1     $ —      $ 3.8     $ 0.4     $ 5.7  

External revenue

     60.5       46.2       28.7       5.2      (1.8 )     1.4       140.2  

Depreciation and amortization

     9.2       8.3       4.1       0.5      —         0.7       22.8  

Operating profit (loss)

     10.1       4.8       2.7       0.2      1.2       (6.4 )     12.6  

Other operating expenses and other income (expense) excluding divestitures

     (0.4 )     —         (0.3 )     —        (0.5 )     (26.5 )     (27.7 )

Predecessor

                                         

Period from July 1, 2007 through

September 24, 2007

(in millions)

   Merchant
Services
    Financial
Services
    International     Prepaid
Services
   Integrated
Payment
Systems
    All Other
and
Corporate
    Totals  

Revenues:

               

Transaction and processing service fees

   $ 489.8     $ 479.4     $ 293.1     $ 44.8    $ 4.4     $ 23.1     $ 1,334.6  

Investment income, net

     11.8       0.8       4.7       —        8.3       —         25.6  

Product sales and other

     85.3       43.3       68.2       —        0.1       34.4       231.3  

Reimbursable debit network fees, postage and other

     245.2       167.3       8.2       —        0.1       —         420.8  

Equity earnings in affiliates (a)

     74.9       —         7.6       —        —         1.0       83.5  
                                                       

Total segment reporting revenues

   $ 907.0     $ 690.8     $ 381.8     $ 44.8    $ 12.9     $ 58.5     $ 2,095.8  
                                                       

Internal revenue and pretax equivalency

   $ 11.5     $ 8.6     $ 1.2     $ —      $ 54.8     $ 5.5     $ 81.6  

External revenue

     895.5       682.2       380.6       44.8      (41.9 )     53.0       2,014.2  

Depreciation and amortization

     50.3       60.1       53.2       1.9      0.4       9.1       175.0  

Operating profit (loss)

     257.1       138.8       27.8       8.4      1.8       (276.0 )     157.9  

Other operating expenses and other income (expense) excluding divestitures

     (0.2 )     (4.2 )     (0.8 )     —        —         2.2       (3.0 )

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Successor

                                          

Nine months ended September 30, 2008

(in millions)

   Merchant
Services
    Financial
Services
    International     Prepaid
Services
    Integrated
Payment
Systems
    All Other
and
Corporate
    Totals  

Revenues:

              

Transaction and processing service fees

   $ 1,522.1     $ 1,491.4     $ 1,079.5     $ 153.5     $ 10.3     $ 55.0     $ 4,311.8  

Investment income, net

     18.1       2.1       18.9       —         28.3       —         67.4  

Product sales and other

     242.3       77.5       245.5       —         0.2       83.2       648.7  

Reimbursable debit network fees, postage and other

     962.1       537.8       23.3       —         —         —         1,523.2  

Equity earnings in affiliates (a)

     234.4       —         26.2       —         —         2.5       263.1  
                                                        

Total segment reporting revenues

   $ 2,979.0     $ 2,108.8     $ 1,393.4     $ 153.5     $ 38.8     $ 140.7     $ 6,814.2  
                                                        

Internal revenue

   $ 42.9     $ 20.7     $ 4.9     $ —       $ —       $ —       $ 68.5  

External revenue

     2,936.1       2,088.1       1,388.5       153.5       38.8       140.7       6,745.7  

Depreciation and amortization

     596.5       301.0       201.7       23.1       0.2       34.7       1,157.2  

Operating profit (loss)

     288.3       325.3       97.6       8.2       8.0       (166.8 )     560.6  

Other operating expenses and other income (expense) excluding divestitures

     9.9       (43.3 )     8.9       (0.6 )     —         13.1       (12.0 )

Predecessor

                                          

Period from January 1, 2007 through

September 24, 2007

(in millions)

   Merchant
Services
    Financial
Services
    International     Prepaid
Services
    Integrated
Payment
Systems
    All Other
and
Corporate
    Totals  

Revenues:

              

Transaction and processing service fees

   $ 1,448.4     $ 1,477.1     $ 860.2     $ 138.0     $ 14.0     $ 70.2     $ 4,007.9  

Investment income, net

     36.8       3.8       12.2       —         56.9       —         109.7  

Product sales and other

     263.8       106.8       203.4       —         0.5       49.3       623.8  

Reimbursable debit network fees, postage and other

     735.4       512.5       25.6       —         0.1       —         1,273.6  

Equity earnings in affiliates (a)

     220.8       —         24.8       —         —         3.0       248.6  
                                                        

Total segment reporting revenues

   $ 2,705.2     $ 2,100.2     $ 1,126.2     $ 138.0     $ 71.5     $ 122.5     $ 6,263.6  
                                                        

Internal revenue and pretax equivalency

   $ 34.9     $ 27.8     $ 3.5     $ —       $ 175.7     $ 16.7     $ 258.6  

External revenue

     2,670.3       2,072.4       1,122.7       138.0       (104.2 )     105.8       6,005.0  

Depreciation and amortization

     159.8       188.9       155.5       6.2       2.5       26.5       539.4  

Operating profit (loss)

     713.3       436.7       93.7       24.2       30.1       (445.6 )     852.4  

Other operating expenses and other income (expense) excluding divestitures

     (0.8 )     (4.1 )     (6.8 )     (5.0 )     (15.2 )     7.6       (24.3 )

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

A reconciliation of reportable segment amounts to the Company’s consolidated balances is as follows (in millions):

 

     Successor           Predecessor  

(in millions)

   Three months
ended September 30,
2008
    Period from September 25
through September 30,
2007
          Period from July 1
through September 24,
2007
 

Revenues:

          

Total reported segments

   $ 2,235.7     $ 144.1         $ 2,037.3  

All other and corporate

     45.0       1.8           58.5  
                            

Subtotal

     2,280.7       145.9           2,095.8  
                            

Divested business

     0.9       0.4           5.2  

Equity earnings in affiliates (a)

     (88.3 )     (5.3 )         (83.5 )

Eliminations (b)

     (29.3 )     (5.7 )         (81.6 )
                            

Consolidated

   $ 2,164.0     $ 135.3         $ 1,935.9  
                            

(Loss) income before income taxes, minority interest, equity earnings in affiliates and discontinued operations:

          

Total reported segments

   $ 223.2     $ 19.0         $ 433.9  

All other and corporate

     (66.5 )     (6.4 )         (276.0 )
                            

Subtotal

     156.7       12.6           157.9  
                            

Divested business

     0.3       0.1           1.5  

Interest income

     5.9       3.6           9.9  

Interest expense

     (497.7 )     (34.6 )         (33.2 )

Minority interest from segment operations  (c)

     47.5       2.5           37.1  

Equity earnings in affiliates

     (35.0 )     (3.3 )         (75.3 )

Restructuring, net

     (16.0 )     —             —    

Impairments

     (29.6 )     —             (4.3 )

Litigation and regulatory settlements

     —         —             2.5  

Other income (expense)

     70.5       (27.7 )         1.5  

Eliminations (b)

     —         (3.9 )         (54.7 )
                            

Consolidated

   $ (297.4 )   $ (50.7 )       $ 42.9  
                            

 

     Successor           Predecessor  

(in millions)

   Nine months
ended September 30,
2008
          Period from January 1
through September 24,
2007
 

Revenues:

        

Total reported segments

   $ 6,673.5         $ 6,141.1  

All other and corporate

     140.7           122.5  
                    

Subtotal

     6,814.2           6,263.6  
                    

Divested business

     12.2           16.5  

Equity earnings in affiliates (a)

     (263.1 )         (248.6 )

Eliminations (b)

     (68.5 )         (258.6 )
                    

Consolidated

   $ 6,494.8         $ 5,772.9  
                    

(Loss) income before income taxes, minority interest, equity earnings in affiliates and discontinued operations:

        

Total reported segments

   $ 727.4         $ 1,298.0  

All other and corporate

     (166.8 )         (445.6 )
                    

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

     Successor           Predecessor  

(in millions)

   Nine months
ended September 30,
2008
          Period from January 1
through September 24,
2007
 

Subtotal

     560.6           852.4  
                    

Divested business

     4.1           4.6  

Interest income

     21.5           30.8  

Interest expense

     (1,466.5 )         (103.6 )

Minority interest from segment operations (c)

     116.8           106.3  

Equity earnings in affiliates

     (108.7 )         (223.0 )

Restructuring, net

     (15.9 )         (7.9 )

Impairments

     (29.6 )         (20.6 )

Litigation and regulatory settlements

     —             (2.5 )

Other

     —             7.7  

Other income (expense)

     33.7           4.9  

Eliminations (b)

     —             (176.6 )
                    

Consolidated

   $ (884.0 )       $ 472.5  
                    

 

(a)

Excludes equity losses that were recorded in expense and the amortization related to the excess of the investment balance over the Company’s proportionate share of the investee’s net book value.

 

(b)

Represents elimination of an adjustment to record Integrated Payment Systems segment investment income and its related operating profit on a pretax equivalent basis in 2007 (no adjustment necessary in 2008 as the associated investment portfolio was repositioned to taxable investments) and elimination of intersegment revenue.

 

(c)

Excludes minority interest attributable to items excluded from segment operations.

Segment assets are as follows (in millions):

 

     Successor
     September 30,
2008
   December 31,
2007

Assets:

     

Merchant Services

   $ 20,733.4    $ 21,370.3

Financial Services

     7,944.1      8,297.3

International

     7,143.1      6,822.7

Prepaid Services

     1,126.1      1,518.5

Integrated Payment Systems

     5,702.3      13,138.2

All other and corporate

     1,420.3      1,343.9

Divested Business

     —        18.4
             

Consolidated

   $ 44,069.3    $ 52,509.3
             

A reconciliation of reportable segment depreciation and amortization amounts to the Company’s consolidated balances in the Consolidated Statements of Cash Flows is as follows (in millions):

 

     Successor         Predecessor
     Three Months Ended
September 30,

2008
   Period from September 25
through September 30,

2007
        Period from July 1
through September 24,

2007

Depreciation and Amortization:

           

Total reported segments

     377.9      22.1         165.9

All other and corporate

     17.7      0.7         9.1

Divested business

     0.1      —           0.2
                       

Consolidated

   $ 395.7    $ 22.8       $ 175.2
                       

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

     Successor         Predecessor
     Nine Months Ended
September 30,

2008
        Period from January 1
through September 24,

2007

Depreciation and Amortization:

        

Total reported segments

     1,122.5         512.9

All other and corporate

     34.7         26.5

Divested business

     0.4         0.8
                

Consolidated

   $ 1,157.6       $ 540.2
                

Note 10: Commitments and Contingencies

The Company is involved in various legal proceedings. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. The Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company. The matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in liability material to the Company’s financial condition or results of operations.

Legal

The Company, its subsidiary Concord EFS, Inc., and various financial institutions are defendants in a class action complaint filed in July 2004 by Pamela Brennan, Terry Crayton, and Darla Martinez on behalf of themselves and all others similarly situated (“Brennan”). Plaintiffs claim that the defendants violated antitrust laws by conspiring to artificially inflate foreign ATM fees that were ultimately charged to ATM cardholders. Plaintiffs seek a declaratory judgment, injunctive relief, compensatory damages, attorneys’ fees, costs and such other relief as the nature of the case may require or as may seem just and proper to the court. Similar suits were filed and all were consolidated and will now be referred to collectively as the “ATM Fee Antitrust Litigation.” On August 3, 2007, the Company filed a motion for summary judgment seeking to dismiss plaintiffs’ per se claims, arguing that there are procompetitive justifications for the ATM interchange. On March 24, 2008, the Court entered an order granting the defendants’ motions for partial summary judgment, finding that the claims raised in this case would need to be addressed under a “Rule of Reason” analysis. The Company intends to vigorously defend the action and an estimate of possible losses, if any, cannot be made at this time.

The Company and certain of its wholly owned subsidiaries are defendants in litigation commenced by DataTreasury Corporation (“DataTreasury”) alleging infringement of United States Patent No. 5,910,988 (the “988 Patent”) and Patent No. 6,032,137 (the “137 Patent”). The 988 Patent and the 137 Patent generally relate to remote data acquisition, encryption, centralized processing and storage. On February 24, 2006, DataTreasury filed a complaint naming more than 50 defendants, including the Company and certain of its wholly owned subsidiaries, for the infringement of Patent No. 5,930,778 (the “778 Patent”). The 778 patent generally relates to the clearing of financial instruments. On November 7, 2008, the parties entered into a settlement agreement pursuant to which all claims filed by the plaintiff will be dismissed. Pursuant to the settlement agreement, the Company will pay a settlement amount and receive a license to the patents that were at issue in the actions. The Company recorded an accrual for this settlement through purchase accounting.

Other

In the normal course of business, the Company is subject to claims and litigation, including indemnification obligations to purchasers of former subsidiaries. Management of the Company believes that such matters will not have a material adverse effect on the Company’s results of operations, liquidity or financial condition.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Note 11: Employee Benefit Plans

The following table provides the components of net periodic benefit expense from continuing operations for the Company’s defined benefit pension plans:

 

     Successor           Predecessor  

(in millions)

   Three months
ended
September 30,
2008
    Period from
September 25
through
September 30,
2007
          Period from
July 1
through

September 24,
2007
 

Service costs

   $ 2.7     $ 0.2         $ 2.6  

Interest costs

     10.4       0.7           10.2  

Expected return on plan assets

     (10.8 )     (0.7 )         (10.6 )

Amortization

     —         —             —    
                            

Net periodic benefit expense from continuing operations

   $ 2.3     $ 0.2         $ 2.2  
                            
        
     Successor           Predecessor  

(in millions)

   Nine months
ended
September 30,
2008
    Period from
September 25
through
September 30,
2007
          Period from
January 1
through

September 24,
2007
 

Service costs

   $ 8.2     $ 0.2         $ 8.0  

Interest costs

     31.9       0.7           27.4  

Expected return on plan assets

     (33.1 )     (0.7 )         (35.7 )

Amortization

     —         —             7.7  
                            

Net periodic benefit expense from continuing operations

   $ 7.0     $ 0.2         $ 7.4  
                            

The Company estimates pension plan contributions for 2008 to be approximately $65 million. During the nine months ended September 30, 2008, approximately $54 million was contributed to the United Kingdom plan. No contributions are expected to the U.S. plan during 2008.

Note 12: Stock-Based Compensation

Successor Equity Plans

On October 26, 2007, Holdings established a stock incentive plan for certain management employees of FDC and its affiliates (“stock plan”). This stock plan is at the Holdings level which owns 100% of FDC’s equity interests. The stock plan provides the opportunity for certain management employees to purchase shares in Holdings and then receive a number of options or restricted stock based on a multiple of their investment in such shares. The employees that choose to invest enter into a management stockholders’ agreement. Principal terms of the management stockholders’ agreement include restrictions on transfers, lock ups, right of first refusal, registration rights, and a confidentiality, non-solicitation and non-compete covenant. The expense associated with this plan is recorded by FDC. The number of shares authorized under the stock plan is 119.5 million, 83 million of which are authorized for options.

Each employee who invests has the right to require Holdings to repurchase the shares and options upon the employee’s termination due to death or disability. The put rights expire one year after the termination event or upon a change in control. The repurchase price for the shares is their fair market value at the time of repurchase. The repurchase price for the options is their intrinsic value at the time of repurchase.

Additionally, Holdings has the right to repurchase stock and options upon termination of employment for any reason. These call rights expire on the earliest of 180 days after the termination event, a change in control, or September 24, 2012. Depending on the cause of termination, Holdings will have the right to repurchase shares at either the fair market value at the time of repurchase or the lesser of fair market value or the original price paid by the employee to purchase the shares. Holdings may repurchase vested options at their intrinsic value at the time of repurchase.

Total stock-based compensation expense recognized in the Consolidated Statements of Operations resulting from stock options, non-vested restricted stock awards and non-vested restricted stock units was $8.9 million and $19.5 million pretax for the three and nine months ended September 30, 2008, respectively, and zero for the period from September 25, 2007 through September 30, 2007. Stock-based compensation expense for the successor is recognized in the “Selling, general and administrative” line item of the Consolidated Statements of Operations.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

On July 1, 2008, FDC and its parent, Holdings, purchased the remaining 18.2% and 13.6% of the outstanding equity of Money Network, respectively, not already owned by the Company. The consideration paid by Holdings consisted of 6 million shares of its common stock. Due to certain repurchase features associated with the Holdings shares so issued, FDC recognized $1.9 million in stock compensation expense (included in total stock based compensation expense noted above) in the three months ended September 30, 2008 and expects to recognize an additional $5.6 million on a straight line basis through December 31, 2010. FDC subsequently purchased Holdings’ interest in Money Network for an amount equivalent to the value of the shares issued by Holdings as purchase consideration (excess of value of shares issued by Holdings over the stock compensation expense to be recognized).

Stock Options

During the nine months ended September 30, 2008, time options and performance options were granted under the new stock plan. Generally, time options and performance options were granted equally based on a multiple of the employee’s investment in shares of Holdings and have a contractual term of 10 years. Time options will vest equally over a five-year period and performance options will vest based upon Company EBITDA targets for the years 2008 through 2012. These EBITDA targets have both annual and cumulative components. The options also have certain accelerated vesting provisions upon a change in control, an initial public offering, and certain termination events.

The fair value of Holdings stock options granted for the three and nine months ended September 30, 2008 were estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:

 

     Three months
ended
September 30,
2008
    Nine months
ended
September 30,
2008
 

Risk-free interest rate (weighted-average)

     3.80 %     3.38 %

Dividend yield

     —         —    

Volatility (weighted-average)

     66.75 %     55.47 %

Expected term (in years)

     7       7  

Fair value of stock

   $ 5     $ 5  

Fair value of options

   $ 3     $ 3  

Risk-free interest rate— The risk-free rate for stock options granted during the period was determined by using a zero-coupon U.S. Treasury rate for the periods that coincided with the expected terms listed above.

Expected dividend yield— No dividends are currently being paid by Holdings, or are expected to be paid in future periods.

Expected volatility —As Holdings is a non-publicly traded company, the expected volatility is based on the historical volatilities of a group of guideline companies.

Expected term— The Company estimated the expected term by considering the historical exercise and termination behavior of employees that participated in the predecessor equity plans, the vesting conditions of options granted under the stock plan, as well as the impact of limited liquidity for common stock of a non-publicly traded company.

A summary of Holdings stock option activity for the nine months ended September 30, 2008 is as follows (options in millions):

 

     2008
Options
 

Outstanding at January 1

   —    

Granted

   61.5  

Cancelled / Forfeited

   (1.2 )
      

Outstanding at September 30

   60.3  
      

Restricted Stock Awards and Restricted Stock Units

In January 2008, restricted stock awards and units were granted under the new stock plan. Grants were made as incentive awards. All restricted stock units will vest on September 24, 2012. The restricted stock awards and units also have certain accelerated vesting provisions upon a change in control, an initial public offering, and certain termination events.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

A summary of Holdings restricted stock award and restricted stock unit activity for the nine months ended September 30, 2008 is as follows (awards/units in millions):

 

     2008
Awards/Units
 

Non-vested at January 1

   —    

Granted

   2.0  

Cancelled / Forfeited

   (0.1 )
      

Non-vested at September 30

   1.9  
      

Predecessor Equity Plans

For a detailed description of the Company’s stock compensation plans prior to the merger with an affiliate of KKR, refer to Note 15 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. Vesting of pre-merger FDC stock options, restricted stock awards and restricted stock units was accelerated upon closing of the merger and holders of the awards received cash payments discussed more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Total stock-based compensation expense recognized in the Consolidated Statements of Operations resulting from stock options, non-vested restricted stock awards, non-vested restricted stock units as well as the employee stock purchase plan (“ESPP”) was $195.4 million for the predecessor period from July 1, 2007 through September 24, 2007 and $247.4 million for the predecessor period from January 1, 2007 through September 24, 2007. Included in the predecessor periods is $175.9 million of stock-based compensation expense incurred during the period from July 1, 2007 through September 24, 2007 due to the accelerated vesting of stock options, restricted stock awards and restricted stock units as the result of change in control provisions upon closing of the merger. Stock-based compensation expense for the predecessor was recognized in the “Cost of services” and “Selling, general and administrative” line items of the Consolidated Statements of Operations.

Stock Options and Employee Stock Purchase Plan Rights

The fair value of FDC stock options granted and ESPP rights for the predecessor period from January 1, 2007 through September 24, 2007 was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

 

     Stock Options  1  
     Period from January 1, 2007
through September 24, 2007
 

Risk-free interest rate

     4.65 %

Dividend yield

     0.49 %

Volatility

     23.42 %

Expected term (in years)

     5  

Fair value

   $ 7  

 

1

There were no stock options granted during the predecessor period from July 1 through September 24, 2007.

 

     ESPP 1  
     Period from January 1, 2007
through September 24, 2007
 

Risk-free interest rate

     4.75 %

Dividend yield

     0.47 %

Volatility

     23.85 %

Expected term (in years)

     0.25  

Fair value

   $ 6  

 

1

The ESPP was terminated as of June 30, 2007.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Note 13: Fair Value Measurement

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. Although this statement does not require any new fair value measurements, in certain cases its application has changed previous practice in determining fair value. SFAS 157 became effective for the Company beginning January 1, 2008 as it relates to fair value measurements of financial assets and liabilities and non-financial assets and liabilities that are recognized at fair value in its financial statements on a recurring basis (at least annually). It will be effective beginning January 1, 2009 for certain other non-financial assets and non-financial liabilities.

SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a hierarchy for fair value measurements based upon the inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:

 

   

Level 1 – Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

 

   

Level 2 – Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

 

   

Level 3 – Inputs to the valuation that are unobservable inputs for the asset or liability.

SFAS 157 assigns the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

In connection with the adoption of SFAS 157, the Company adjusted, prospectively, its method of measuring the fair value of certain financial instruments and, as a result, recorded a reduction in its derivative liabilities of $13.2 million and an increase in investment securities of $1.0 million as of the date of adoption. The derivatives were adjusted to reflect the Company’s own non-performance risk. Substantially all of the $13.2 million related to derivatives that have been designated as cash flow hedges for accounting purposes and was recorded as a reduction of the unrealized losses in “Other comprehensive income” (“OCI”). The increase in investment securities was also recorded in OCI.

Financial instruments carried at fair value as of September 30, 2008 and measured at fair value on a recurring basis are classified in the table below according to the hierarchy described above:

 

     Fair Value Measurement Using

September 30, 2008

(in millions)

   Quoted prices in
active markets
for identical assets
(Level 1)
   Significant other
observable
inputs
(Level 2)
   Significant
unobservable
inputs
(Level 3)
   Total

Assets:

           

Settlement Assets - student loan auction rate securities

   $ —      $ —      $ 513.8    $ 513.8

Settlement Assets - other available-for-sale securities

     0.5      4,654.8      —        4,655.3

Other assets - available-for-sale securities

     —        60.8      —        60.8

Interest rate swaps

     —        3.8      —        3.8

Foreign currency derivatives

     —        1.8      —        1.8
                           

Total assets at fair value

   $ 0.5    $ 4,721.2    $ 513.8    $ 5,235.5
                           

Other Liabilities:

           

Interest rate swaps

   $ —      $ 228.3    $ —      $ 228.3

Foreign currency derivatives

     —        7.1      —        7.1
                           

Total liabilities at fair value

   $ —      $ 235.4    $ —      $ 235.4
                           

 

28


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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

September 30, 2008 (in millions)

   Fair Value Measurement
Using Significant
Unobservable Inputs
(Level 3)
Student loan auction rate
securities
 

Beginning balance January 1, 2008

   $ —    

Total gains or losses (realized or unrealized):

  

Included in other comprehensive income

     (0.0 )

Included in investment income, net

     (39.3 )

Transfers in (out) of Level 3

     553.1  
        

Ending balance September 30, 2008

   $ 513.8  
        

Settlement Assets

As of September 30, 2008, $5.2 billion of the Company’s $9.1 billion of “Settlement assets” were comprised of financial instruments that were carried at fair value. These investments included student loan auction rate securities (“SLARS”) and other available-for-sale securities discussed in more detail below.

Student loan auction rate securities

As of September 30, 2008, the Company held $513.8 million ($553.1 million par value) of SLARS which are long-term debt instruments, issued by student loan trusts, with variable interest rates that historically reset through a periodic Dutch auction process but do not include a put-back option. Beginning in mid-February 2008, due largely to uncertainty in the global credit and capital markets, investment banks and broker dealers became less willing to support SLARS and other auction rate securities (“ARS”) auctions. As a result, multiple auctions failed, including the auctions for the SLARS still held by the Company, although certain other ARS were successfully auctioned by the Company during that time. A failed auction does not represent a default by the issuer of the underlying security. As of September 30, 2008, with the exception of certain SLARS issued by the NextStudent Master Trust discussed below, the student loan auction rate securities held by the Company were all AAA/Aaa rated, except for one rated AA/Aa1, were all collateralized by securitized student loans substantially guaranteed by the United States government through the Federal Family Education Loan Program (“FFELP”) and continued to pay interest in accordance with the terms of their respective security agreements. The NextStudent Master Trust (“NextStudent”) securities, also collateralized by securitized student loans substantially guaranteed by the United States government, were downgraded by Moody’s on August 28, 2008 from Aaa to Baa3, but remain AAA rated by Fitch. The downgrade was a result of declining collateral which NextStudent is currently investigating. If the collateral continues to decline, a principal loss could occur which represents an uncertainty that has impacted the fair value of the securities.

As a result of the failed auctions, the trusts are required to pay maximum interest rates as defined in the security offering documents which are typically based on either LIBOR or Treasury rates plus a spread. The majority of the Company’s SLARS are currently earning spreads of 100 to 250 basis points over one month LIBOR or 120 basis points over 91 day Treasury Bills.

The Company will not be able to access liquidity for the SLARS until the auction market successfully resumes, a secondary market is established for long-term investors, or issuers redeem the securities. The Company currently has the ability and intent to hold these securities through 2009 due to the extended time period over which the wind-down of the official check and money order business, discussed in Note 1, is expected to take place. However, due to the length of time that has passed since the auctions failed and the ongoing uncertainties regarding future access to liquidity, the Company has determined the impairment is other than temporary and has recognized the entire unrealized loss of $39.3 million in “Investment income, net” in the Consolidated Statements of Operations.

Due to the lack of observable market activity for the SLARS held by the Company as of September 30, 2008, the Company made certain assumptions, primarily relating to estimating both the weighted average life for the securities held by the Company and the impact of the current lack of liquidity on the fair value. The securities have been valued based on comparison to securities that are also FFELP backed, investment grade, collateralized by bundled student loans and have similar weighted average lives to the Company’s best estimate of the weighted average lives of its securities, based on discussion with various brokers. The impact of the Company’s judgment in the valuation is significant and, accordingly, the resulting fair value is classified as Level 3 within the fair value hierarchy. The Company has recorded an unrealized loss of $39.3 million relating to the SLARS which it attributes to both liquidity and credit issues. After September 30, 2008, the general economic environment has further deteriorated. Accordingly, further impairments may be necessary in the fourth quarter 2008.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Other available-for-sale securities

As of September 30, 2008, the Company held preferred shares issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) that are valued using quoted stock prices from the New York Stock Exchange and classified as Level 1. On September 7, 2008, the elimination of the preferred share dividends was announced, and on September 8, 2008, Freddie Mac was taken over by the Federal government. As a result, the securities were downgraded from AAA/Aaa to C/Ca and the share price fell dramatically. The Company concluded that the events represented evidence of a deterioration of the credit of Freddie Mac and that the impairment is therefore other than temporary. An unrealized loss of $5.9 million has been recognized in “Investment income, net” in the Consolidated Statements of Operations.

The Company also held money market funds issued by the Reserve Primary Fund with a par value of $300 million, of which $200 million is classified within Settlement Assets, that were not liquid as of September 30, 2008 due to the Fund’s holdings in debt instruments, mainly bank commercial paper, for which the market has frozen in recent weeks amid the global financial crisis. The Company valued the securities based on a delayed settlement confirmation and concluded that the impairment was other than temporary. An unrealized loss of $6.0 million has therefore been recognized in “Investment income, net” in the Consolidated Statements of Operations for the portion of the holdings included in Settlement Assets.

The Company also held certain investments in primarily short-term debt securities, including discounted commercial paper, other money market funds besides those discussed above, certificates of deposit (both domestic and Yankee), and fixed rate corporate bonds. Prices for these securities are not quoted on active exchanges but are priced through an independent third party pricing service based on quotations from market-makers in the specific instruments or, where appropriate, other market inputs including interest rates, benchmark yields, reported trades, issuer spreads, two sided markets, benchmark securities, bids, offers, and reference data. In certain instances, amortized cost is considered an appropriate approximation of market value. These securities are classified as Level 2.

Other Assets

The Company held an additional par value of $100 million of money market funds issued by the Reserve Primary Fund, discussed above, that were classified as “Cash and cash equivalents” that were also not liquid. At September 30, 2008, the Company expected a partial liquidation of its holdings in the Fund based on communications received and reclassified the remaining $60 million of delayed settlement from “Cash and cash equivalents” to “Other long-term assets” on the Consolidated Balance Sheets. In October 2008, such partial liquidation did occur. An unrealized loss of $3.0 million has been recognized in “Other income (expense)” in the Consolidated Statements of Operations related to these securities.

The Company maintains certain other investments that are classified as available-for-sale, carried at fair value and included in the “Other long-term assets” line item in the Consolidated Balance Sheets. These totaled less than $1.0 million at September 30, 2008 and included primarily equity securities which are valued based on Level 2 inputs.

Derivatives

As discussed in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, the Company uses derivative instruments to mitigate certain risks. The Company’s derivatives are not exchange listed and are therefore valued using Bloomberg analytics models that are based on readily observable market inputs. These models reflect the contractual terms of the derivatives, such as notional value and expiration date, as well as market-based observables including interest and foreign currency exchange rates, yield curves and the credit quality of the counterparties. As discussed above, effective January 1, 2008, the models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk.

Inputs to the derivative pricing models are generally observable and do not contain a high level of subjectivity. The degree to which the Company’s credit worthiness impacts the value does require some management judgment but as of September 30, 2008, the impact of this assessment on the overall value of the Company’s derivatives was not significant and the Company’s derivatives are classified within Level 2 of the hierarchy.

Note 14: Income Taxes

        During the nine months ended September 30, 2008, the Company’s liability for unrecognized tax benefits accrued under FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109” (“FIN 48”) was reduced by $11 million after negotiating settlements with certain state jurisdictions. The reduction in the liability was recorded through cash payments and a decrease to goodwill. The U.S. federal statute of limitations for 2003 and 2004 expires on December 31, 2008 and the Company expects to receive notices of proposed deficiencies from the Internal Revenue Service on or prior to that date. The Company does not expect the notices to have a significant impact on its financial position or results of operations since it believes appropriate provisions for all unresolved issues have been made. As of September 30, 2008, the Company anticipates it is reasonably possible that its liability for unrecognized tax benefits may change within the next twelve months; however, the Company does not expect the change to significantly increase or decrease the total amounts of unrecognized tax benefits.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Note 15: Related Party Transactions

The Company has engaged in a transaction associated with Plane Fish, LLC, of which Mr. Labry, an executive officer of the Company, is the sole member. Plane Fish, LLC owned an aircraft which it leased to a charter company. The charter company made the aircraft available to its customers, including the Company, which used the aircraft solely in connection with business-related travel by Mr. Labry and other Company employees. On March 17, 2008, a third party leasing company acquired the aircraft from Plane Fish, LLC for $8.5 million and the Company now leases the plane from the third party leasing company through a capital lease. The Company negotiated the $8.5 million purchase price with Plane Fish, LLC and arranged for the third party leasing company to purchase the aircraft with the Company’s commitment to lease the aircraft. The Company also reimbursed Plane Fish, LLC for $589,282 of additional expense incurred in operating the aircraft from September 24, 2007 until the date of purchase that previously had not been reimbursed.

On January 31, 2006, First Data Merchant Services Corporation (“FDMS”), a wholly owned subsidiary of the Company, entered into a four year, eight month sublease agreement with The Labry Companies, Inc. for approximately 3,600 square feet of office space in Memphis, Tennessee, including furniture, fixtures and equipment, on customary terms. During 2008, the Company paid approximately $71,000 to The Labry Companies, Inc. under the sublease. On June 1, 2008, FDMS terminated the sublease agreement and paid a fee to The Labry Companies of approximately $220,000 pursuant to the sublease agreement. First Data Merchant Services Corporation entered into a direct lease agreement with the landlord for additional space and a longer term as of June 1, 2008. The Labry Companies, Inc. will retain the furniture, fixtures and equipment following the expiration or termination of the lease, or upon Mr. Labry’s separation from the Company.

Note 16: Supplemental Guarantor Condensed Consolidating Financial Statements

As described in Note 7 above, on September 17, 2008, the Company launched a registered exchange offer to exchange the $2.2 billion aggregate principal amount of its 9.875% senior notes due 2015 for publicly tradable notes. Substantially all of the notes were exchanged effective October 14, 2008. The senior publically tradable notes are unconditionally guaranteed by substantially all existing and future, direct and indirect, wholly owned, domestic subsidiaries of the Company other than Integrated Payment Systems Inc (“Guarantors”). None of the other subsidiaries of the Company, either direct or indirect, guarantee the senior publically tradable notes (“Non-Guarantors”). Also described in Note 7 above, the Company exchanged substantially all of the remaining balance of its senior unsecured cash-pay term loan bridge loans and senior unsecured PIK term loan bridge loans as well as all of its senior subordinated unsecured term loan bridge loans for senior cash-pay notes, senior PIK notes and senior subordinated notes. The Guarantors also unconditionally guarantee the senior secured revolving credit facility and senior secured term loan facility, senior cash-pay notes, senior PIK notes and senior subordinated notes. The senior publically tradable note guarantees are unsecured and rank senior in right of payment to all existing and future subordinated indebtedness of the Company’s guarantor subsidiaries. The senior publically tradable note guarantees rank equally in right of payment with all existing and future senior indebtedness of the guarantor subsidiaries.

The following tables present the results of operations, financial position and cash flows of the Company (“Parent”), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations for the successor three and nine months ended September 30, 2008, the successor period from September 25, 2007 through September 30, 2007, the predecessor period from July 1, 2007 through September 24, 2007 and the predecessor period from January 1, 2007 through September 24, 2007, and as of September 30, 2008 and December 31, 2007 to arrive at the information for First Data Corporation on a consolidated basis.

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

     Successor  
(in millions)    Three months ended September 30, 2008  
     Parent
Company
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues:

          

Transaction and processing service fees

   $ 0.8     $ 1,009.6     $ 451.5     $ —       $ 1,461.9  

Investment income, net

     —         5.7       (30.2 )     —         (24.5 )

Product sales and other

     —         135.4       87.1       (6.9 )     215.6  

Reimbursable debit network fees, postage and other

     —         484.3       26.7       —         511.0  
                                        
     0.8       1,635.0       535.1       (6.9 )     2,164.0  
                                        

Expenses:

          

Cost of services (exclusive of items shown below)

     —         561.1       200.1       —         761.2  

Cost of products sold

     —         52.6       31.4       (6.9 )     77.1  

Selling, general and administrative

     58.4       146.0       101.9       —         306.3  

Reimbursable debit network fees, postage and other

     —         484.3       26.7       —         511.0  

Depreciation and amortization

     1.5       245.0       92.4       —         338.9  

Other operating expenses:

          

Restructuring, net

     —         16.0       —         —         16.0  

Impairments

     —         —         29.6       —         29.6  
                                        
     59.9       1,505.0       482.1       (6.9 )     2,040.1  
                                        

Operating profit

     (59.1 )     130.0       53.0       —         123.9  
                                        

Interest income

     1.8       0.7       3.4       —         5.9  

Interest expense

     (489.8 )     (2.0 )     (5.9 )     —         (497.7 )

Interest (expense) income from intercompany notes

     (26.3 )     20.1       6.2       —         —    

Other income (expense)

     62.4       —         8.1       —         70.5  

Equity earnings from consolidated subsidiaries

     134.0       17.7       —         (151.7 )     —    
                                        
     (317.9 )     36.5       11.8       (151.7 )     (421.3 )
                                        

(Loss) income before income taxes, minority interest and equity earnings in affiliates

     (377.0 )     166.5       64.8       (151.7 )     (297.4 )

Income tax (benefit) expense

     (206.9 )     74.9       (13.5 )     —         (145.5 )

Minority interest

     —         (0.2 )     (47.3 )     —         (47.5 )

Equity earnings in affiliates

     5.7       26.1       3.2       —         35.0  
                                        

Net (loss) income

   $ (164.4 )   $ 117.5     $ 34.2     $ (151.7 )   $ (164.4 )
                                        

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

     Successor  
(in millions)    Period from September 25 through September 30, 2007  
     Parent
Company
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues:

          

Transaction and processing service fees

   $ —       $ 75.0     $ 20.8     $ —       $ 95.8  

Investment income, net

     —         0.8       (1.6 )     —         (0.8 )

Product sales and other

     —         7.4       5.1       (0.5 )     12.0  

Reimbursable debit network fees, postage and other

     —         27.0       1.3       —         28.3  
                                        
     —         110.2       25.6       (0.5 )     135.3  
                                        

Expenses:

          

Cost of services (exclusive of items shown below)

     —         37.7       10.7       —         48.4  

Cost of products sold

     —         3.5       1.9       (0.5 )     4.9  

Selling, general and administrative

     4.5       12.9       7.5       —         24.9  

Reimbursable debit network fees, postage and other

     —         27.0       1.3       —         28.3  

Depreciation and amortization

     0.1       15.8       4.9       —         20.8  
                                        
     4.6       96.9       26.3       (0.5 )     127.3  
                                        

Operating profit

     (4.6 )     13.3       (0.7 )     —         8.0  
                                        

Interest income

     3.2       0.1       0.3       —         3.6  

Interest expense

     (34.5 )     —         (0.1 )     —         (34.6 )

Interest (expense) income from intercompany notes

     (1.3 )     1.1       0.2       —         —    

Other (expense) income

     (26.6 )     —         (1.1 )     —         (27.7 )

Equity earnings (loss) from consolidated subsidiaries

     10.9       (4.7 )     —         (6.2 )     —    
                                        
     (48.3 )     (3.5 )     (0.7 )     (6.2 )     (58.7 )
                                        

(Loss) income before income taxes, minority interest and equity earnings in affiliates

     (52.9 )     9.8       (1.4 )     (6.2 )     (50.7 )

Income tax (benefit) expense (1)

     (23.8 )     6.6       (4.0 )     —         (21.2 )

Minority interest

     —         —         (2.5 )     —         (2.5 )

Equity earnings in affiliates

     0.4       2.8       0.1       —         3.3  
                                        

Net (loss) income

   $ (28.7 )   $ 6.0     $ 0.2     $ (6.2 )   $ (28.7 )
                                        

 

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FIRST DATA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

     Predecessor  
(in millions)    Period from July 1 through September 24, 2007  
     Parent
Company
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues:

          

Transaction and processing service fees

   $ 0.7     $ 943.8     $ 378.6     $ (2.7 )   $ 1,320.4  

Investment income, net

     —         10.8       (39.9 )     —         (29.1 )

Product sales and other

     —         159.0       74.6       (4.7 )     228.9  

Reimbursable debit network fees, postage and other

     —         398.6       17.1       —         415.7  
                                        
     0.7       1,512.2       430.4       (7.4 )     1,935.9  
                                        

Expenses:

          

Cost of services (exclusive of items shown below)

     97.6       496.9       202.3       (1.2 )     795.6  

Cost of products sold

     —         47.1       28.7       (6.2 )     69.6  

Selling, general and administrative

     203.3       174.2       55.6       —         433.1  

Reimbursable debit network fees, postage and other

     —         398.6       17.1       —         415.7  

Depreciation and amortization

     1.7       112.2       41.5       —         155.4  

Other operating expenses:

          

Restructuring, net

     (0.1 )     0.2       (0.1 )     —         —    

Impairments

     —         4.2       0.1       —         4.3  

Litigation and regulatory settlements

     (2.5 )     —         —         —         (2.5 )
                                        
     300.0       1,233.4       345.2       (7.4 )     1,871.2  
                                        

Operating profit

     (299.3 )     278.8       85.2       —         64.7  
                                        

Interest income

     3.2       1.2       5.5       —         9.9  

Interest expense

     (28.7 )     (0.9 )     (3.6 )     —         (33.2 )

Interest (expense) income from intercompany notes

     (18.3 )     16.0       2.3       —         —    

Other income (expense)

     2.3       —         (0.8 )     —         1.5  

Equity earnings from consolidated subsidiaries

     308.4       41.1       —         (349.5 )     —    
                                        
     266.9       57.4       3.4       (349.5 )     (21.8 )
                                        

(Loss) income before income taxes, minority interest, equity earnings in affiliates and discontinued operations

     (32.4 )     336.2       88.6       (349.5 )     42.9  

Income tax (benefit) expense (1)

     (79.2 )     143.3       (45.9 )     —         18.2  

Minority interest

     —         (0.2 )     (36.0 )     —