EFTA01382605.pdf

S-I/A Table of Central EBITDA and Adjusted EBITDA arc calculated as follows: Six Months Ended Year Ended December 31, June 30, (In millions) 2012 2013 2014 2014 2015 Net loss attributable to First Data S (736) S (952) S (458) S (235) S (138) Interest expense. net 1,887 1,856 1,728 920 811 Income tax (bencfiflexparse (243) 105 82 77 13 Ikpreciation and amortization(a) 1.331 1.212 1,163 582 557 EBITDA 2,239 2.221 2,515 1344 1.243 Stock-based compensation(b) 12 38 50 34 23 Other itans(c) 150 129 (95) (52) 50 Cost of alliance conversions and data center, technology and savings initiatives(d) 77 68 20 13 5 KKR related items(e) 34 32 27 14 II Debt issuance costs(f) 14 5 3 3 — Loss on debt extinguishment 56 79 274 3 — Adjustments for non-wholly owned entitieA8) (102) (81) (86) (42) (43) Amortization of initial payments for new contmcts(h) (44) (42) (45) (22) (24) Adjusted EI3ITDA 52,436 52.449 52.663 S 1295 $ 1265 (a) Includes amortization of equity method investments included in "Equity earnings in affiliates- within the consolidated statements of operations and initial payments for new contracts included as contra-revenue within "Transaction and processing service fees" within the consolidated statements of operations. (b) Represents stock-based compensation recognized as expense. (c) Includes adjustments to exclude the official check and money order businesses due to the Company's wind down of these businesses, restructuring, certain retention bonuses, litigation and regulatory settlements, and "Other income" as presented in the consolidated statements of operations included elsewhere in this prospectus, which includes divestitures, impairments, derivative gains and (losses), and non-operating foreign currency gains and (losses). (d) Represents cogs directly associated with the strategy to have First Data operate Bank of America N.A.'s legacy settlement platform and costs associated with the termination of our former Chase Paymentech alliance in 2008, both of which are considered business optimization projects, and other technology initiatives. (e) Represents KKR fees for management, consulting, financial and other advisory services. (f) Represents costs associated with refinancing and modifying our debt structure. (g) Net adjustment to reflect our proportionate share of alliance EBITDA within the Global Business Solutions segment, equity earnings in affiliates, and amortization related to equity method investments not included in segment EBITDA. See the Segment Information notes to our consolidated financial statements included elsewhere in this prospectus. (h) Represents adjustment for amortization of initial payments for new contracts which is included in Adjusted EBITDA. (9) Adjusted Net Income• a measure used by management to measure operating performance, is not a recognized term under GAAP and does not purport to be an alternative to net income (loss) attributable to First Data as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally. Adjusted Net Income is not intended to he a measure of free cash flow available for management's discretionary use as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentation of Adjusted Net Income has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Management believes that Adjusted Net Income is helpful in highlighting trends because 17 httpuwww.seegov/Archivestedgar/datat883980/000119312515334479/d31022dsla.htm110/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082033 CONFIDENTIAL SONY GM_00228217 EFTA01382605