Investor Presentation First Data Corporation. All Rights Reserved.

Transcription

1 Investor Presentation 2015 First Data Corporation. All Rights Reserved.

2 Disclaimer This presentation was prepared on April 29, 2016 and represents the information available to us on that date. We assume no obligation to update this information to reflect events or circumstances that occur after that date. This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words anticipate, believe, estimate, expect, intend, may, plan, predict, project, target, potential, will, would, could, should, continue, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forwardlooking statements we make. Please refer to the company s meaningful cautionary statements contained in the appendix of this presentation for a more detailed list of risks and uncertainties which could cause actual events or results to differ materially from those projected. The forward-looking statements contained in this presentation reflect our views on the date of this presentation with respect to future events, and we assume no obligation to update any forward-looking statements. In addition to U.S. GAAP financials, this presentation includes certain non-gaap financial measures. These non-gaap measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Reconciliations of non-gaap measures to GAAP measures is contained in the Appendix on slides

3 Overview 3

4 First Data in Summary Scale Leadership Footprint 6 Million Business Locations #1 Merchant Acquirer 118 Countries With First Data Clients 4,000 Financial Institutions #1 Issuer Processor 36 Countries With First Data Operations 1 Million STAR Locations #1 Independent Network ~2,300 Direct Sales Associates 79 Billion 2015 Global Transactions Processed 28% Of Global ecommerce Processed in 2015 ~36,000 Bank Branches Globally Distributing First Data s Solutions Over 2,500 Client Transactions Processed Per Second 4 Data refers to 2015

5 Transforming First Data Executing on our strategy Client Centric Approach Focus on growing clients businesses Offering integrated solutions Equity Ownership for All 24,000 Owner Associates Management Change New, experienced management team transforming the business Innovation Grand Collaborator Improved Financial Performance & Capital Structure Multiple next-gen commerce solutions delivered and in the pipeline Partnered on innovations with major and emerging networks, prominent global FIs, marquee brands, and leading tech companies Improved revenue growth since 2013 Revamped balance sheet 5

6 Global Business Solutions Overview Business Overview 6M business locations served 4M in U.S. 2M outside U.S. Financial Overview 2015 FDC Segment Revenue: $7.0B GFS 21% Clients in 84 countries 167 authorization currencies 18 settlement currencies 50 billion transactions processed globally Unparalleled distribution network NSS 21% GBS 58% Commerce solutions for businesses of all sizes: Core Acquiring (Processing, POS, Security) ecommerce Solutions Digital / Mobile Commerce Cross-Border / Multi-Currency Solutions Business Intelligence & Analytics Business Management Apps 2015 GBS Revenue: $4.0B EMEA 13% APAC 5% LATAM 4% North America 78% High levels of recurring revenues 6

7 Global Financial Solutions Overview Business Overview Empower bank and non-bank financial institutions to provide financial products and solutions (credit, debit, loans, prepaid) to their customers Our comprehensive solution suite includes: Issuer processing Licensed processing software Plastics personalization services Statements & letters Other core bank services #1 in global issuer processing 960M card accounts on file (AOF) globally Relationships with over 1,400 financial institutions globally, including many leading banks Clients served in 90 countries Financial Overview 2015 FDC Segment Revenue: $7.0B NSS 21% EMEA 29% GFS 21% 2015 GFS Revenue: $1.5B APAC 5% LATAM 7% GBS 58% North America 59% 7

8 Network & Security Solutions Overview Network & Security Solutions are distributed through GBS, GFS and other direct channels Network & Security Solutions GBS Distribution GFS Distribution Direct Distribution Network & Security Solutions Financial Overview EFT Network STAR Network, Debit Processing, ATM Stored Value Network Accounts, Mobile Gift, Cards, Enterprise, Payroll Security & Fraud Encryption, Tokenization, Scoring, Reporting Other EFTPS, Tax Remittance, IVR, Consulting 2015 FDC Segment Revenue: $7.0B GBS 58% NSS 21% GFS 21% 2015 NSS Revenue: $1.5B EFT Network Other 13% 34% Stored Value Network 25% Merchant Related ~60% Security & Fraud 28% FI / Other Related ~40% 8

9 Growth Initiatives Global Business Solutions SMB Solutions Creating the largest open architecture app platform for businesses 150+ apps developed Clover Operating System and App Market Value Added Solutions ecommerce SMB Webstore-in-a-box solutions for existing and new clients Enterprise Single point of contact for multi-country capabilities SaaS Webstore Builder Mobile Ordering International Markets Ramping Brazil greenfield Rolling out Clover in select international markets Large Developed Economies Fast-Growing Developing Economies 9

10 Growth Initiatives Global Financial Solutions EMV Opportunity in the U.S. EMV liability shift presents mass re-issuance opportunity Personalization of EMV-enabled chip cards and EMV authorizations driving higher revenue per card Targeting Adjacencies Launching alternative lending solutions Strengthening commercial payments capabilities Alternative Lending Solutions Commercial Payments Solutions VisionPLUS Licensing Industry leading international issuing platform Cloud and server version of the software allowing lower cost deployment 10

11 Growth Initiatives Network & Security Solutions Star Network Expansion Expanding acceptance locations through non-pin capabilities FDC acquiring assets provide unique competitive advantages Security & Fraud Encryption, tokenization and fraud detection tools Mobile wallet support Centralizing capabilities across acquiring and issuing Digital Gift Card Expand from processing to distribution Enterprise issuers B2B and B2C capabilities SMB issuers making it easier for them to sell gift cards 11

12 Financial Overview 12

13 Powerful Financial Model Highly diversified revenue base Low customer concentration risk Recurring revenue stream Majority of revenue under multi-year contracts Strong cash flow conversion Large U.S. federal tax NOL, $5 billion as of 2015 Minimal growth in capex and working capital needed for continued growth Significantly revamped balance sheet $6B+ Primary Equity Raised, $13B+ Debt Refinanced, Q16, including $4.6B Refinanced in 1Q16 alone 13

14 Quarterly Revenue Growth Return to growth is evident in last two years quarterly performance Quarterly revenue growth rate (YoY) Commentary At Prior Year FX Rate 9% 7% 5% 4% 6% 5% 5% 7% 4% 5% Constant currency segment revenue growth has improved to mid-single digit rate in past 9 quarters 3% 1% 3% 3% Note: 4Q15 growth rate adjusted for unusual items was 5% 1% 0% 0% 1% -1% Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 YoY Growth Last 4 Quarter Trailing Average 14

15 Improved EBITDA Growth Investments ramp H15 Quarterly Adjusted EBITDA Growth Rate (YoY) Commentary 20% 15% 10% 5% 0% 2% 3% 2% 18% 8% 5% Heavy Investment Period Clover, Insightics, STAR, Brazil, Virtual Gift, Sales Force Expansion, etc. 6% 3% 7% 7% 13% 2014 EBITDA benefited from revenue growth and expense saves Early 2015 represents period of high YoY investment cost growth -5% -10% -5% Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16-8% Expense savings initiative announced 2Q15 YoY Growth Last 4 Quarter Trailing Average 15

16 Expanding Margins Increasing margins from Q to Q driven by revenue growth and cost management Quarterly Adjusted EBITDA Reported FX Rates Commentary 42% 41.6% 40% 39.1% 39.8% 39.1% 38.7% 39.6% 38.7% 38.6% Q1.15 represents period of high YoY investment cost growth 38% 36% 34% 37.7% 37.6% 34.0% 32.8% 37.7% 37.2% 37.8% 36.7% Expense savings initiative announced Q2 2015, coupled with revenue growth led to significant EBITDA margin improvement in Q2.15- Q % Q1 Q2 Q3 Q4 Full Year

17 Cash Interest Expense Path Interest Expense ($B) $2,500 $2.0 (1) $1.8 $2,000 $1,500 $1.7 ~$1.0B Reduction Average Cost of Debt: 2013 End = 8.1% Current = 5.6% (2) $1,000 ~$1.0 $500 $ Current Annualized Run Rate Equity raises and refinancing actions have led to ~$1B reduction in annualized interest expense since 2013 Leverage and interest coverage ratios have improved significantly (1) Includes $0.2 billion of PIK non-cash interest held at former HoldCo; (2) Excludes capitalized leases. LIBOR based upon one month rate. $5B of term loan notional value swapped from floating to fixed rate reflected in average rate. 3/31/16 average cost of debt is pro forma for extended maturity of $3.7B of term loans from 2018 to 2021, executed on April 13, 2016, see slide

18 2015 Pro Forma Free Cash Flow 2015 free cash flow, pro forma for IPO and refinancing Free Cash Flow ($M) Pro Forma Adjusted EBITDA $2,730 $2,730 Cash Interest Payments (1,800) IPO and debt refinancing (1,022) Cash Taxes (95) (95) Capital Expenditures (602) (602) Working Capital Change (204) (204) Net Impact from Consolidated and Unconsolidated Affiliates (1) (24) (24) Items Excluded from Adjusted EBITDA/Other (2) (124) Termination of Management Fee (26) Free Cash Flow (3) ($119) $757 $0.8B 2015 free cash flow pro forma for pro forma / refinancing and KKR management fee Note: 1Q16 Adjusted EBITDA grew $73M YoY, Working Capital improved $19M YoY (see slide 19) (1) Distributions received from minority partners less earnings from unconsolidated affiliates and distributions paid to minority partners less net income attributable to non-controlling interest. (2) Primarily non-operating addbacks such as severance, retention, facility closures and KKR Management Fees. (3) See slide 29 for quarterly reconciliations of operating cash flow to free cash flow. 18

19 1Q16 Free Cash Flow First Quarter Year-to-Date Free Cash Flow ($M) $ Change Adjusted EBITDA $636 $563 $73 $636 $563 Cash Interest Payments (186) (561) 375 ($186) ($561) Cash Taxes (26) (19) (7) ($26) ($19) Capital Expenditures (117) (145) 28 ($117) ($145) Working Capital Change (87) (106) 19 ($87) ($106) Dividends Received from Unconsolidated Affiliates (net) (1) (5) $13 $18 Net Impact from Consolidated Affiliates (2) (8) (13) 5 ($8) ($13) Items Excluded from Adjusted EBITDA/Other (3) (14) (47) 33 ($14) ($47) Free Cash Flow (4) $211 ($310) $521 $211 ($310) Improved Free Cash Flow driven primarily by lower cash interest and increased adjusted EBITDA 2016 full year cash interest payments estimated at approximately $1.0 billion (1) Distributions received from minority partners less earnings from unconsolidated affiliates. (2) Distributions paid to minority partners less net income attributable to non-controlling interest. (3) Primarily non-operating addbacks such as severance, retention, facility closures and KKR related items. (4) See slide 29 for quarterly reconciliations of operating cash flow to free cash flow. 19

20 Appendix 1Q16 Financial Results 20

21 1Q16 Summary Financial Results GAAP Metrics Consolidated revenue of $2.8 billion, up 3% Operating profit of $238 million, down 8%, driven by $52 million of IPO-triggered stock-based compensation costs Net loss attributable to First Data of $56 million, narrowed by 50%, driven by improved operating results and lower interest expense, partially offset by IPO-triggered stock-based compensation and $46 million of debt extinguishment costs Important Non-GAAP Metrics Segment revenue of $1.7 billion (1), up 2% o Up 5% constant currency Adjusted EBITDA of $636 million, up 13% o Margin of 37.6%, up 360 basis points Adjusted net income (2) of $220 million, up $185 million o Driven by improved operating performance and reduced interest expense Segment Revenue ($M) and % Change $1,765 $1,797 $1,831 $1,655 $1,693 5% 5% 7% 5% 4% 4% 2% 2% 2% 1% 1Q15 2Q15 3Q15 4Q15 1Q16 Reported Constant Currency Adjusted EBITDA ($M) and Margin $762 $702 $ % 39.8% 39.1% $636 $ % 34.0% 21 1Q15 2Q15 3Q15 4Q15 1Q16 See slide 26 for reconciliation of GAAP net loss to adjusted EBITDA and slide 27 for GAAP net loss to adjusted net income. (1) Segment revenue modifies consolidated revenue for the exclusion of various pass-through items and other impacts. (2) Starting in the first quarter 2016, the company modified the definition of adjusted net income. Adjusted net income now adds back only the portion of consolidated amortization related to alliances that is attributable to First Data s ownership percentage, as opposed to 100% of consolidated amortization. For comparison purposes, current and prior year periods have been adjusted in our reconciliation tables to reflect the modified definition. For reference, under the prior definition, adjusted net income for the first quarter 2016 would have been $238 million, up $182 million versus the prior year period. Margin

22 1Q16 Financial Overview Segment Detail First Quarter Reported Rates Reported Rat ($M) 1Q16 1Q15 $ B/(W) (2) % B/(W) % B/(W) $ B/(W) (2) % B/ Segment Revenue $1,693 $1,655 $38 2% 5% $1,693 $1,655 $38 GBS (7) (1%) 2% (7) ( GFS % 12% NSS % 5% Adjusted Expenses $1,057 $1,092 $35 3% $1,057 $1,092 $35 GBS % GFS % NSS % Corporate % Adjusted EBITDA $636 $563 $73 13% $636 $563 $73 GBS % GFS % NSS % Corporate (46) (46) 0 0% (46) (46) 0 Adjusted EBITDA Margin 37.6% 34.0% 360 bps 37.6% 34.0% 360 bps GBS 39.4% 37.4% % 37.4% 200 GFS 40.2% 33.3% % 33.3% 690 NSS 42.9% 38.7% % 38.7% 420 CC (1) Year-T Operating leverage driven by revenue growth and expense management See slide 25 for reconciliation of consolidated expenses to adjusted expenses and slide 26 for GAAP net loss to adjusted EBITDA. (1) Certain measures in this release are presented excluding the estimated impact of foreign currency changes ( constant-currency or CC ). To present this information, monthly results in the current period for entities reporting in currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the corresponding month of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year. Once translated, each month in the period is added together to calculate the constant currency current period results. (2) B means results in 1Q16 are better than results in 1Q15, (W) means results are worse. 22

23 1Q16 Capital Structure Improvements Pro Forma as of 4/13/16 Tranche Rate Call Date Call Price Maturity Par Amount Pro Forma ($M) Extended Revolver ($1.25 billion) L $269 A/R Securitization L $233 Capital Leases Short and Long Various Various $226 (1) Term Loan L $354 (1) Term Loan L $1,008 (1) Term Loan L $4,893 (1) Term Loan L $2,487 First Lien Notes 6.750% 11/1/ $1,398 First Lien Notes 5.375% 8/15/ $1,210 First Lien Notes 5.000% 1/15/ $1,900 Senior Secured 5.22% $13,977 Second Lien Notes 5.750% 1/15/ $2,200 Second Lien 5.75% $2,200 Senior Unsecured Notes 7.000% 12/1/ $3,400 Senior Unsecured 7.00% $3,400 Total Debt 5.59% $19,577 Cash $311 Net Debt $19,266 Note: Capital Structure as of 4/13/2016, pro forma for $3.7B dollar denominated term loans which extended maturity from March 2018 to March LIBOR based upon one month rate of as March (1) $5 billion step up swaps (9/24/12-9/24/16) fixed at average 1.32% 23

24 Balance Sheet Updates Debt Maturity Profile (1) $ Million 2018 debt maturities significantly reduced through refinancing activity $10,000 $8,000 $6,000 $4,000 $2,000 $1,362 $1,398 $4,893 $2,487 $4,610 $4,100 Issued $900 million of first lien notes at 5.0%, maturing in 2024; proceeds were used to repay a portion of 2018 term loans Extended the maturity of $3.7 billion of term loans from March 2018 to March 2021 $ Refinanced Debt (1) Excludes short-term borrowings related primarily to revolving credit facility, outstanding settlement lines of credit, capital leases, and AR securitization, excluding unamortized discount. Shown pro forma as of April 13, 2016 after closing on the new $3.7 billion term loan due March

25 Non-GAAP Reconciliation: Consolidated to Adj. Expenses Three months ended March 31 ($M) % Change Consolidated expenses $ 2,539 $ 2,435 4% Independent Sales Organization (ISO) commission expense (163) (147) Reimbursable PIN debit fees, postage and other (907) (873) Adjustments for non wholly owned entities (18) (15) Depreciation and amortization (238) (251) Restructuring, net (21) (1) Other one-time costs (20) (49) Stock-based compensation (115) (7) Adjusted expenses $ 1,057 $ 1,092-3% 25

26 Non-GAAP Reconciliation: GAAP Net (Loss)/Inc. to Adj. EBITDA Three Months Ended ($M) Q Q Q Q Q Net loss attributable to First Data Corporation $ (112) $ (26) $ (126) $ (1,217) $ (56) Adjustments for non wholly owned entities (7) (6) (6) (7) (10) Depreciation and amortization Interest expense, net Loss on debt extinguishment Other items (1) Income tax expense Stock-based compensation Adjusted EBITDA $ 563 $ 702 $ 703 $ 762 $ 636 (1) Restructuring, non-normal course litigation and regulatory settlements, debt issuance costs, and "Other income (expense)" as presented in the Consolidated Statements of Operations, which includes divestitures, impairments, derivative gains and (losses), non-operating foreign currency gains and (losses), and Kohlberg Kravis Roberts & Co. (KKR) related items. KKR related items represents KKR annual sponsorship fees for management, consulting, financial and other advisory services. 26

27 Non-GAAP Reconciliation: Adjusted Net Income Three Months Ended March 31, 2016 Adjustments Amortization of acquisition intangibles and deferred financing costs (e) Restructuring, impairment, litigation and other (f) GAAP Segment Adjustments(a) Stock-based compensation (b) Loss on debt extinguishment (c) MTM adjustment for derivatives (d) Adjusted Total revenues $ 2,777 $ (1,084) $ - $ - $ - $ - $ - $ 1,693 Total expenses 2,539 (1,098) (115) - - (105) (27) 1,194 Operating profit Interest expense, net (263) (260) Loss on debt extinguishment (46) Other income (expense) (10) - (Loss) income before income taxes and equity earnings in affiliates (65) Income tax expense (benefit) Equity earnings in affiliates 64 (64) Net (loss) income (6) (50) Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest 50 (50) Net (loss) income attributable to First Data Corporation $ (56) $ - $ 108 $ 46 $ 4 $ 102 $ 16 $ 220 Net (loss) income per share: Basic $ (0.06) $ 0.25 Diluted $ (0.06) $ 0.24 Weighted-average common shares outstanding: Basic 896,339, ,339,379 Diluted 896,339, ,886,109 (a) Represents proportional consolidation, Independent Sales Organization commissions, and reimbursable PIN debit fees, postage, and other; (b) Stock-based compensation expense includes $49 million of IPO-triggered expense, net of tax; (c) Represents costs associated with debt refinancing; (d) Represents mark-to-market activity related to our undesignated hedges, ineffectiveness of our designated hedges, and mark-to-market activity on our euro-denominated debt held in the United States; (e) Represents amortization of intangibles established in connection with the 2007 Merger and acquisitions we have made since 2007, excluding the percentage of our consolidated amortization of acquisition intangibles related to non wholly owned consolidated alliances equal to the portion of such alliances owned by our alliance partners. This column also includes amortization related to deferred financing costs; (f) Represents restructuring, impairments, litigation and regulatory settlements, investments gains and (losses), and divestitures, as applicable to the periods presented. 27

28 Non-GAAP Reconciliation: Adjusted Net Income Three Months Ended March 31, 2015 GAAP Segment Adjustments(a) Stock-based compensation Adjustments Loss on debt MTM adjustment for extinguishment (b) derivatives (c) Amortization of acquisition intangibles and deferred financing costs (d) Restructuring, impairment, litigation and other (e) Total revenues $ 2,695 $ (1,040) $ - $ - $ - $ - $ - $ 1,655 Total expenses 2,435 (1,042) (7) - - (132) (25) 1,229 Operating profit Interest expense, net (406) (390) Loss on debt extinguishment Other income (expense) (66) (Loss) income before income taxes and equity earnings in affiliates (111) (66) Income tax expense (benefit) (2) 1 Equity earnings in affiliates 51 (51) Net (loss) income (63) (49) 7 - (66) Adjusted Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest 49 (49) Net (loss) income attributable to First Data Corporation $ (112) $ - $ 7 $ - $ (66) $ 148 $ 58 $ 35 (a) Represents proportional consolidation, Independent Sales Organization commissions, and reimbursable PIN debit fees, postage, and other; (b) Represents costs associated with debt refinancing; (c) Represents mark-to-market activity related to our undesignated hedges, ineffectiveness of our designated hedges, and mark-to-market activity on our euro-denominated debt held in the United States; (d) Represents amortization of intangibles established in connection with the 2007 Merger and acquisitions we have made since 2007, excluding the percentage of our consolidated amortization of acquisition intangibles related to non-wholly owned consolidated alliances equal to the portion of such alliances owned by our alliance partners. This column also includes amortization related to deferred financing costs; (e) Represents restructuring, impairments, litigation and regulatory settlements, investments gains and (losses), and divestitures, as applicable to the periods presented. 28

29 Non-GAAP Reconciliation: Operating to Free Cash Flow Three Months Ended ($M) Q Q Q Q Q Cash provided by / (used in) operating activities $ (102) $ 555 $ 234 $ 108 $ 386 Capital expenditures (145) (139) (173) (145) (117) Distributions to minority interest (63) (100) (70) (79) (58) Free cash flow $ (310) $ 316 $ (9) $ (116) $

30 Notice to Investors, Prospective Investors and the Investment Community; Cautionary Information Regarding Forward-Looking Statements Certain matters we discuss in this presentation and in other public statements may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as believes, expects, may, will, should, seeks, intends, plans, estimates, or anticipates or similar expressions which concern our strategy, plans, projections or intentions. Examples of forward-looking statements include, but are not limited to, all statements we make relating to revenue, EBITDA, earnings, margins, growth rates and other financial results for future periods. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Actual results could differ materially and adversely from our forward-looking statements due to a variety of factors, including the following: (1) adverse impacts from global economic, political, and other conditions affecting trends in consumer, business, and government spending; (2) our ability to anticipate and respond to changing industry trends, including technological changes and increasing competition; (3) our ability to successfully renew existing client contracts on favorable terms and obtain new clients; (4) our ability to prevent a material breach of security of any of our systems; (5) our ability to implement and improve processing systems to provide new products, improve functionality, and increase efficiencies; (6) our merchant alliance program which involves several alliances not under our sole control and each of which acts independently of the others; (7) credit and fraud risks in our business units and merchant alliances, particularly in the context of ecommerce and mobile markets; (8) consolidation among financial institution clients or other client groups that impacts our client relationships; (9) our ability to improve our profitability and maintain flexibility in our capital resources through the implementation of cost savings initiatives; (10) our ability to successfully value and integrate acquired businesses, including those outside of the United States; (11) our high degree of leverage; (12) adverse impacts from currency exchange rates or currency controls imposed by any government or otherwise; (13) changes in the interest rate environment that increase interest on our borrowings or the interest rate at which we can refinance our borrowings; (14) the impact of new laws, regulations, credit card association rules, or other industry standards; and (15) new lawsuits, investigations, or proceedings, or changes to our potential exposure in connection with pending lawsuits, investigations or proceedings, or changes to our potential exposure in connection with pending lawsuits, investigations or proceedings, and various other factors set forth in our Annual Report on Form 10-K for the period ended December 31, 2015, including but not limited to, Item 1 Business, Item 1A Risk Factors and Item 7 Management Discussion and Analysis of Financial Condition and Results of Operations. 30