First Data 2014 Annual Report Download - page 40

our settlement operations. We believe that the indebtedness that can be incurred under these exceptions as well as additional credit under the existing senior
secured revolving credit facility are sufficient to satisfy our intermediate and long-term needs.
 Under the senior secured revolving credit and term loan facilities, certain limitations, restrictions, and defaults could occur if we are
not able to satisfy and remain in compliance with specified financial ratios. We have agreed that we will not permit the Consolidated Senior Secured Debt to
Consolidated EBITDA (both as defined in the agreement) Ratio for any 12 month period (last four fiscal quarters) to be greater than 6.00 to 1.00.
The breach of this covenant could result in a default under the senior secured revolving credit facility and the senior secured term loan credit facility and the
lenders could elect to declare all amounts borrowed due and payable. Any such acceleration could also result in a default under the indentures for the senior
secured notes, senior second lien notes, senior notes, and senior subordinated notes. As of December 31, 2014, we are in compliance with this covenant with
Consolidated Senior Secured Debt of $11.9 billion, Consolidated EBITDA of $3.1 billion and a Ratio of 3.88 to 1.00.
In determining Consolidated EBITDA, EBITDA is calculated by reference to net income (loss) from continuing operations plus interest and other financing
costs, net, provision for income taxes, and depreciation and amortization. Consolidated EBITDA as defined in the agreements (also referred to as debt
covenant EBITDA) is calculated by adjusting EBITDA to exclude unusual items and other adjustments permitted in calculating covenant compliance under
the indentures and the credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA
are appropriate to provide additional information to investors to demonstrate our ability to comply with our financing covenants.
The calculation of Consolidated EBITDA under our senior secured term loan facility is as follows:



Net loss attributable to First Data Corporation $ (457.8)
Interest expense, net (1) 1,742.4
Income tax expense 82.1
Depreciation and amortization (2) 1,163.3
 2,530.0
Stock based compensation (3) 49.9
Restructuring, net (4) 44.0
Non-operating foreign currency (gains) and losses (5) (59.1)
Investment (gains) and losses (6) (100.2)
Derivative financial instruments (gains) and losses (7) (0.3)
Official check and money order EBITDA (8) (1.0)
Cost of alliance conversions and other technology initiatives (9) 20.7
KKR related items (10) 20.9
Debt issuance costs (11) 3.4
Litigation and regulatory settlements (12) 0.5
Projected near-term cost savings and revenue enhancements (13) 60.4
Net income attributable to noncontrolling interests and redeemable noncontrolling interest (14) 193.3
Equity entities taxes, depreciation and amortization (15) 11.5
Loss on debt extinguishment (16) 260.1
Other (17) 23.2
 $ 3,057.3
(1) Includes interest expense and interest income.
(2) Includes amortization of initial payments for new contracts which is recorded as a contra-revenue within "Transaction and processing service fees" of $45 million and
amortization related to equity method investments, which is netted within the "Equity earnings in affiliates" line of $63 million.
(3) Stock based compensation recognized as expense.
(4) Restructuring charges in connection with management's alignment of the business with strategic objectives and the departure of executive officers.
(5) Represents net gains and losses related to currency translations on certain intercompany loans and euro-denominated debt.
(6) Reflects investment gains and losses, principally $98 million gain on sale of minority interest, Electronic Funds Source.
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