First Data 2010 Annual Report Download - page 122

Table of Contents
FIRST DATA CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Union were to agree to or be finally determined to owe any amounts for such periods but were to default in its indemnification obligation under the Tax
Allocation Agreement, the Company as parent of the tax group during such periods generally would be required to pay the amounts to the relevant tax
authority, resulting in a potentially material adverse effect on the Company's financial position and results of operations. Accordingly, as of December 31,
2010, the Company had approximately $130 million of uncertain income tax liabilities recorded related to Western Union for periods prior to the spin-off
date. The Company has recorded a corresponding account receivable of equal amount from Western Union, which is included as a long-term account
receivable in the "Other long-term assets" line of the Company's Consolidated Balance Sheets, to reflect the indemnification for such liabilities. The uncertain
income tax liabilities and corresponding receivable are based on information provided by Western Union regarding its tax contingency reserves for periods
prior to the spin-off date. There is no assurance that a Western Union-related issue raised by the IRS or other tax authority will be finally resolved at a cost not
in excess of the amount reserved and reflected in the Company's uncertain income tax liabilities and corresponding receivable from Western Union. The
Western Union contingent liability is in addition to the FDC liability for unrecognized tax benefits discussed above.
Note 18: Supplemental Guarantor Condensed Consolidating Financial Statements
As described in Note 8 to these Consolidated Financial Statements, the Company's 9.875% senior notes, 12.625% senior notes, 10.55% senior PIK
notes and 11.25% senior subordinated notes are unconditionally guaranteed by substantially all existing and future, direct and indirect, wholly-owned,
domestic subsidiaries of FDC other than Integrated Payment Systems Inc. ("Guarantors"). None of the other subsidiaries of FDC, either direct or indirect,
guarantee the notes ("Non-Guarantors"). The Guarantors also unconditionally guarantee the senior secured revolving credit facility, senior secured term loan
facility and the 8.875% senior secured notes which rank senior in right of payment to all existing and future unsecured and second lien indebtedness of FDC's
guarantor subsidiaries. The Guarantors further unconditionally guarantee the 8.25% senior second lien notes and 8.75%/10.00% PIK toggle senior second lien
notes which rank senior in right of payment to all existing and future unsecured indebtedness of FDC's guarantor subsidiaries. The 9.875% senior note,
12.625% senior note, 10.55% senior PIK note and 11.25% senior subordinated note guarantees are unsecured and rank equally in right of payment with all
existing and future senior indebtedness of the guarantor subsidiaries but senior in right of payment to all existing and future subordinated indebtedness of
FDC's guarantor subsidiaries. The 11.25% senior subordinated note guarantees are unsecured and rank equally in right of payment with all existing and future
senior subordinated indebtedness of the guarantor subsidiaries.
The following tables present the results of operations, financial position and cash flows of FDC ("FDC Parent Company"), the Guarantor subsidiaries,
the Non-Guarantor subsidiaries and consolidation adjustments for the years ended December 31, 2010, 2009 and 2008 and as of December 31, 2010 and 2009
to arrive at the information for FDC on a consolidated basis.
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