First Data 2007 Annual Report Download - page 178

the following relationships as being immaterial for purposes of determining independence: (i) owning or holding options to acquire Company common stock,
(ii) service as an officer or employee of the Company or its subsidiaries that ended more than five years ago, (iii) any prior service as an interim Chief
Executive Officer of the Company, (iv) employment or affiliation with the auditor of the Company that ended more than five years ago, (v) having a family
member that is an employee but not an executive officer of the Company, (vi) any relationship that is not required to be disclosed in the Company's annual
Proxy Statement, and (vii) owning part of a company in which the Company also has an ownership interest if there is no other material relationship between
the Company and such company. All other relationships were reviewed on a case-by-case basis. All of the former directors that were members of the Audit,
Compensation and Benefits and Corporate Governance Committees were deemed to be independent under the rules of the New York Stock Exchange.
Following the merger, the Company became privately held and none of the members of the newly constituted Board of Directors are independent.
Mr. Capellas is not independent as he is employed by the Company and Messrs. Fisher, Nuttall, and Olson are not independent as they are affiliated with
KKR.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company retained Ernst & Young LLP to audit the accounts of the Company and its subsidiaries for 2006 and 2007. Ernst & Young LLP has
served as the independent registered public accounting firm for the Company or its predecessor entities since 1980.
Summary of Principal Accountant's Fees for 2007 and 2006
Audit Fees. Ernst & Young LLP's fees for the Company's annual audit were $12.7 million in 2007 and $15.7 million in 2006. Audit fees primarily
include fees related to the audit of the Company's annual consolidated financial statements; the review of its quarterly consolidated financial statements;
statutory audits required domestically and internationally; comfort letters, consents, and assistance with and review of documents filed with the SEC; offering
memorandum, purchase accounting and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply
with the standards of the Public Company Accounting Oversight Board (United States).
Audit-Related Fees. Ernst & Young LLP's fees for audit-related services that are reasonably related to the performance of the audit or review of the
Company's consolidated financial statements were $4.3 million in 2007 and $3.6 million in 2006. Audit-related fees primarily include fees related to service
auditor examinations, due diligence related to mergers and acquisitions, attest services that are not required by statute or regulation and consultation
concerning financial accounting and reporting standards not classified as audit fees.
Tax Fees. Ernst & Young LLP's fees for tax compliance, tax advice, and tax planning services to the Company were $2.1 million in 2007 and
$2.2 million in 2006.
All Other Fees. The Company did not pay Ernst & Young LLP's any fees for all other professional services in 2007, but had $0.06 million in 2006. All
other professional services included providing assistance with the Company's accounting education program.
2006 fees include services provided to The Western Union Company through September 30, 2006 and prior to its spin-off from the Company.
Audit Committee Pre-approval of Service of Independent Registered Public Accounting Firm
The Audit Committee has established a policy to pre-approve all audit and non-audit services provided by the independent registered public accounting
firm. These services may include audit services, audit-related services, tax services and other services. Pursuant to the policy, the Audit Committee annually
reviews and pre-approves services that may be provided by the independent registered public accounting firm for each audit year. The pre-approval is detailed
as to the particular service or category of services and is subject to a specific budget. Once pre-approved, the services and pre-approved amounts are
monitored against actual charges incurred and modified if appropriate. The Chairperson of the Committee has the authority to pre-approve such services
between meetings of the Audit Committee and reports such pre-approvals to the Audit Committee at the next regularly scheduled meeting.
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